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PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND SPECIAL MEETING OF PUBLIC WARRANT HOLDERS OF ACT II GLOBAL ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 30,000,000 SHARES OF COMMON STOCK (INCLUDING SHARES INCLUDED IN THE UNITS) AND 15,000,000 REDEEMABLE WARRANTS (INCLUDING WARRANTS INCLUDED IN THE UNITS) OF ACT II GLOBAL ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “WHOLE EARTH BRANDS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN The board of directors of Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II” and, after the Domestication as described below, “Whole Earth Brands, Inc.”), has unanimously approved (1) the domestication of Act II as a Delaware corporation (the “Domestication”); (2) the purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and MAFCO”), pursuant to the terms of the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020 and May 8, 2020, by and among Act II and Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, attached to this proxy statement/prospectus as Annexes A-1, A-2 and A-3 (the “Purchase Agreement” and the transactions contemplated therein, the “Business Combination”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Purchase Agreement and documents related thereto. In connection with the Business Combination, Act II will change its name to “Whole Earth Brands, Inc.” As used in this proxy statement/prospectus, “Whole Earth Brands, Inc.” refers to Act II after the Domestication, including after such change of name. As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Class A ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class A Share”) and one-half of one redeemable warrant of Act II (each whole redeemable warrant, an “Act II warrant”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class B Share”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Whole Earth Brands, Inc. (each, a “share of Whole Earth Brands, Inc. common stock”), (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a redeemable warrant to acquire one share of Whole Earth Brands, Inc. common stock (each whole redeemable warrant, a “Whole Earth Brands, Inc. warrant”). In addition, immediately prior to the consummation of the Business Combination, each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of $11.50 per share, will become exercisable for one-half of one share at an exercise price of $5.75 per one-half share ($11.50 per whole share), and each holder of a warrant will receive, for each such warrant, a cash payment of $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment”). Accordingly, this proxy statement/prospectus covers (1) 30,000,000 shares of Whole Earth Brands, Inc. common stock to be issued in the Domestication, (2) 15,000,000 Whole Earth Brands, Inc. warrants to be issued in the Domestication, and (3) the 7,500,000 shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the warrants (after giving effect to the Warrant Amendment). The Act II units, Act II Class A Shares and Act II warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “ACTTU,” “ACTT” and “ACTTW,” respectively. As described above, the units will separate into their component shares and warrants so that the units will no longer trade separately under “ACTTU.” Act II will apply for listing, to be effective at the time of the Business Combination, of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. warrants on Nasdaq under the proposed symbols FREE and FREE. W, respectively. Solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that Act II will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless Nasdaq condition set forth in the Purchase Agreement is waived by the applicable parties. This proxy statement/prospectus provides shareholders and warrant holders of Act II with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of shareholders and special meeting of public warrant holders of Act II. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of this proxy statement/ prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. This proxy statement/prospectus is dated May 13, 2020, and is first being mailed to Act II’s shareholders and warrant holders on or about May 15, 2020. ACT II GLOBAL ACQUISITION CORP. A Cayman Islands Exempted Company (Company Number 341523) 745 5th Avenue New York, New York 10151 Dear Act II Global Acquisition Corp. Shareholders and Warrant Holders: You are cordially invited to attend the extraordinary general meeting of shareholders (the “Shareholders Meeting”) of Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II” and, after the Domestication, as described below, “Whole Earth Brands, Inc.”) and/or the special meeting of public warrant holders (the “Warrant Holders Meeting”) of Act II to be held at 8:30 a.m. Eastern Time and 8:00 a.m. Eastern Time, respectively, on June 15, 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Only shareholders who held ordinary shares of Act II at the close of business on May 1, 2020 (the “Record Date”) will be entitled to vote at the Shareholders Meeting and at any adjournments and postponements thereof. Only warrant holders who held public warrants of Act II (“Public Warrant Holders”) at the close of business on May 1, 2020 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof. At the Shareholders Meeting, Act II shareholders will be asked to consider and vote upon a proposal to approve and adopt the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020 and May 8, 2020 (the “Purchase Agreement”), by and among Act II, Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), and, for the purposes of Amendment No. 2 to the Purchase Agreement, Project Taste Intermediate LLC, a copy of which is attached to this proxy statement/prospectus statement as Annexes A-1, A-2 and A-3. The Purchase Agreement provides for, among other things, Act II’s (or its designee’s) purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, “Merisant and MAFCO”), in accordance with the terms and subject to the conditions of the Purchase Agreement (the transactions contemplated by the Purchase Agreement, the “Business Combination”) as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”). As a condition to the consummation of the Business Combination, the board of directors of Act II has unanimously approved a change of Act II’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

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