Form SC 13G - Statement of acquisition of beneficial ownership by individuals
November 17 2023 - 1:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. )*
Whole
Earth Brands, Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
November
9, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
* The remainder
of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAME OF REPORTING PERSONS |
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Notch View Capital Management, LLC |
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|
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
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|
Delaware |
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|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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|
5. |
SOLE VOTING POWER |
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0 |
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|
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|
6. |
SHARED VOTING POWER |
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|
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2,210,398 |
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|
|
|
7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
|
|
|
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|
2,210,398 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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|
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|
2,210,398 |
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|
|
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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5.2% |
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|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
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|
IA, OO |
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1. |
NAME OF REPORTING PERSONS |
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|
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|
Notch View Capital, LP |
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|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [_] |
|
|
|
3. |
SEC USE ONLY |
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|
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|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
|
|
|
Delaware |
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|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
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|
|
6. |
SHARED VOTING POWER |
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|
|
|
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1,893,184 |
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|
|
7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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|
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1,893,184 |
|
|
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
1,893,184 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
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|
[_] |
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|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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4.4% |
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|
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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1. |
NAME OF REPORTING PERSONS |
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Notch View Capital Long Only, LP |
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|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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|
(b) [_] |
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|
3. |
SEC USE ONLY |
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|
|
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
317,214 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
317,214 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
317,214 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
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0.7% |
|
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|
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
|
1. |
NAME OF REPORTING PERSONS |
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|
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|
Keith Goodman |
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|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
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|
United States of America |
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|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
2,210,398 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,210,398 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
2,210,398 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
|
|
|
|
5.2% |
|
|
|
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC, IN |
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Item 1. |
(a). |
Name of Issuer: |
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Whole Earth
Brands, Inc. |
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(b). |
Address of Issuer's Principal Executive Offices: |
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125 S. Wacker Drive
Suite 1250
Chicago, Illinois 60606
United States of America |
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Item 2. |
(a). |
Name of Person Filing: |
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Notch View Capital Management,
LLC
Notch View Capital, LP
Notch View Capital Long Only,
LP
Keith Goodman |
|
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(b). |
Address of Principal Business Office, or if
None, Residence: |
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Notch View Capital Management,
LLC
360 NW 27th Street, 8th Floor
Miami, Florida 33127
United States of America
Notch View Capital, LP
c/o Notch View Capital Management,
LLC
360 NW 27th Street, 8th Floor
Miami, Florida 33127
United States of America
Notch View Capital Long Only,
LP
c/o Notch View Capital Management,
LLC
360 NW 27th Street
8th Floor
Miami, Florida 33127
United States of America
Keith Goodman
c/o Notch View Capital Management,
LLC
360 NW 27th Street, 8th Floor
Miami, Florida 33127
United States of America |
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(c). |
Citizenship: |
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Notch View Capital Management,
LLC – Delaware
Notch View Capital, LP –
Delaware
Notch View Capital Long Only,
LP – Delaware
Keith Goodman – United
States of America |
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(d). |
Title of Class of Securities: |
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Common
Stock, par value $0.0001 per share |
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(e). |
CUSIP Number: |
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96684W100 |
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Item 3. |
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If This Statement is filed pursuant
to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
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(a) |
[_] |
Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in Section 3(a)(6)
of the Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in Section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[_] |
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
[_] |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
A non-U.S. institution in accordance
with s.240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with s.240.13d-1(b)(1)(ii)(J), please specify the
type of institution: ____
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(k) |
[_] |
Group, in accordance with s.240.13d-1(b)(1)(ii)(K).
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Item 4. |
Ownership. |
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Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: |
|
|
|
|
|
Notch View Capital Management,
LLC – 2,210,398
Notch View Capital, LP –
1,893,184
Notch View Capital Long Only,
LP – 317,214
Keith Goodman – 2,210,398 |
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
Notch View Capital Management,
LLC – 5.2%
Notch View Capital, LP –
4.4%
Notch View Capital Long Only,
LP – 0.7%
Keith Goodman – 5.2% |
|
|
|
|
(c) |
Number of shares as to which the
person has: |
|
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|
|
|
(i) |
Sole power to vote or to direct the
vote |
|
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|
Notch View Capital Management,
LLC – 0
Notch View Capital, LP –
0
Notch View Capital Long Only,
LP – 0
Keith Goodman – 0 |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
Notch View Capital Management,
LLC – 2,210,398
Notch View Capital, LP –
1,893,184
Notch View Capital Long Only,
LP – 317,214
Keith Goodman – 2,210,398 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
|
|
|
Notch View Capital Management,
LLC – 0
Notch View Capital, LP –
0
Notch View Capital Long Only,
LP – 0
Keith Goodman – 0 |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
|
|
|
Notch View Capital Management,
LLC – 2,210,398
Notch View Capital, LP –
1,893,184
Notch View Capital Long Only,
LP – 317,214
Keith Goodman – 2,210,398 |
Item 5. |
Ownership of 5 Percent or Less of
a Class. |
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following [_]. |
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Item 6. |
Ownership of More Than 5 Percent on Behalf of
Another Person. |
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If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
|
|
All
of the shares reported in this Schedule 13G are directly owned by advisory clients of Notch View Capital Management, LLC. None
of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock, par value $0.0001 per share. |
|
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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|
If a parent holding
company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Please see Exhibit
B attached hereto. |
|
|
Item 8. |
Identification
and Classification of Members of the Group. |
|
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|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If
a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each
member of the group. |
|
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|
N/A |
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Item 9. |
Notice
of Dissolution of Group. |
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|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
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Item 10. |
Certification. |
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By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
November
17, 2023 |
|
(Date)
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Notch View Capital Management,
LLC * |
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By: |
/s/ Keith Goodman |
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Name: Keith Goodman |
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Title: Managing Member |
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Notch View Capital, LP* |
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By: |
/s/ Keith Goodman |
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Name: Keith Goodman |
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Title: Managing Member
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Notch View Capital Long Only,
LP* |
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By: |
/s/ Keith Goodman |
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Name: Keith Goodman |
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Title: Managing Member |
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Keith Goodman* |
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By: |
/s/ Keith Goodman |
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* This Reporting Person disclaims beneficial
ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed
an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act, or for any other
purpose.
Exhibit A
AGREEMENT
The
undersigned agree that this Schedule 13G dated November 17, 2023 relating to the Common Stock, par value $0.0001 per share, of Whole
Earth Brands, Inc. shall be filed on behalf of the undersigned.
|
Notch View Capital Management,
LLC |
|
|
|
|
By: |
/s/ Keith Goodman |
|
|
Name: Keith Goodman |
|
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Title: Managing Member |
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Notch View Capital, LP |
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By: |
/s/ Keith Goodman |
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Name: Keith Goodman |
|
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Title: Managing Member
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Notch View Capital Long Only,
LP |
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|
|
By: |
/s/ Keith Goodman |
|
|
Name: Keith Goodman |
|
|
Title: Managing Member |
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Keith Goodman |
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By: |
/s/ Keith Goodman |
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Exhibit B
Notch
View Capital Management, LLC is the relevant entity for which Keith Goodman may be considered a control person.
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