Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
In July 2020, the Company entered into an agreement with Watermill Institutional Trading LLC, a registered broker-dealer (“Watermill”), to act as one of the Company’s financial advisors for a 12-month period commencing July 22, 2020 for total consideration of $0.9 million, of which $0.5 million was expensed during the year ended December 31, 2021. Additionally, under the terms of the agreement, the Company incurred additional expense of $2.0 million during the year ended December 31, 2021 related to services provided by Watermill in connection with the acquisition of Wholesome. A former director of Act II is a registered representative of Watermill and provided services directly to the Company under the agreement.
In December 2019, Wholesome entered into a partnership agreement with Sucro Can International, LLC (“Sucro”) to form WS Services, LLC (“WS Services”), in which Wholesome received a 50% interest and accounted for the partnership as an equity method investment. During the years ended December 31, 2023 and 2022, Wholesome expensed $0.7 million and $0.9 million, respectively, related to costs incurred by WS Services for Wholesome’s use of warehouse space for storage of raw materials and has a liability to WS Services for $0.1 million at both December 31, 2023 and 2022. On December 31, 2023, Wholesome sold its 50% partnership interest to Sucro and exited the partnership in exchange for a $0.2 million promissory note, plus accrued interest, due on March 30, 2024 and recorded a loss on the sale of the equity method investment of $0.5 million, which is included in other (expense) income, net in the consolidated statement of operations. Wholesome’s investment in the partnership, which was classified as other assets in the consolidated balance sheets, was $0.7 million as of December 31, 2022.
On February 12, 2024, the Company entered into an Agreement of Merger with Ozark Holdings, LLC and Sweet Oak Merger Sub, LLC, which is a wholly-owned subsidiary of Ozark Holdings, LLC. Ozark Holdings, LLC owns Royal Oak Enterprises, LLC, and is controlled by Sir Martin E. Franklin, who is an immediate family member of Mr. Michael Franklin, a current director and former CEO of the Company. Mr. Michael Franklin has a passive economic interest in Mariposa Capital LLC, which is an affiliate of Ozark Holdings, LLC. See Note 18 for further information.