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April 18, 2024
Rajnish Ohri
Co-Chief Executive Officer
Whole Earth Brands, Inc.
125 S. Wacker Drive, Suite 1250
Chicago, IL 60606
Re:Whole Earth Brands, Inc.
Schedule 13E-3/A Filed April 8, 2024
File No. 005-90989
Dear Rajnish Ohri:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your filing, unless otherwise
indicated.
Schedule 13E-3/A Filed April 8, 2024
General
1.Please consider including page or section references in your next response letter to enable
us to more easily locate changes in the Transaction Statement or Proxy
Statement responsive to each comment.
2.Please mark the Proxy Statement and proxy card as preliminary copies. See Rule 14a-
6(e)(1).
3.We reissue prior comment 1 in our letter dated March 29, 2024. While you have revised
the cover page of the Transaction Statement to authorize Mariposa to receive
communications on behalf of the filing persons and you have included Mariposa as a
signatory on the Transaction Statement, they are not listed as a filing person on the cover
page. In addition, we continue to believe that Mr. Michael Franklin is engaged in the
going private transaction, due to his affiliation with filing persons Sababa and Mariposa,
as well as his position as a director of the Company who may have a senior management

 FirstName LastNameRajnish Ohri
 Comapany NameWhole Earth Brands, Inc.
 April 18, 2024 Page 2
 FirstName LastNameRajnish Ohri
Whole Earth Brands, Inc.
April 18, 2024
Page 2
position with the Surviving Corporation after the Merger. Please revise the Transaction
Statement to include both Mariposa and Mr. Michael Franklin as filing persons. Please
also revise the Proxy Statement to ensure that all of the disclosure required by Schedule
13E-3 as to each of these individual filers is included.
Background of the Merger, page 24
4.We reissue in part prior comment 5 in our letter dated March 29, 2024. Please revise to
describe what Mr. Simon knew about Mr. Michael Franklin's "education, experience and
qualifications" that caused him to recommend to the Whole Earth Board that Mr. Franklin
should be appointed as a director of the Company. In addition, after such recommendation
by Mr. Simon, describe how the rest of the members of the Whole Earth Board
determined to appoint Mr. Franklin. Please further revise to describe any specific
discussions or contacts regarding appointing Mr. Franklin to serve as a director of the
Company between any of the parties to this transaction or their affiliates, including any
discussions with Mr. Simon leading up to his recommendation to the Whole Earth Board,
and any discussions after such recommendation was made. Your expanded disclosure
should fully describe the contacts leading up to this appointment and any related
negotiations or agreements.
5.We note your response to prior comment 6 in our letter dated March 29, 2024. While we
will not comment further at this time, after considering your response, we continue to
have concerns about the timing of the Franklin Parties’ transition from Schedule 13G to
Schedule 13D and do not necessarily agree with the analysis that you provided.
6.We note your response to prior comment 7 in our letter dated March 29, 2024. On page
25 of the Proxy Statement you describe the Undertaking that Mr. Franklin failed to
execute, which led to his paid leave of absence from his role as Chief Executive Officer of
the Company, and ultimately Mr. Franklin's resignation from that position. We further
note that the described Undertaking sought to prohibit him from accessing or using
confidential information related to the Process or sharing any confidential information
about the Company with any of the Sababa Holders. Given that Mr. Franklin refused to
sign the Undertaking but was not placed on leave from his role as Chief Executive Officer
until July 16, 2023, when the Process had been underway for some time, please indicate
whether Mr. Franklin shared the information contemplated by the Undertaking with the
Sababa Holders. In addition, discuss the Disinterested Directors' determination to place
Mr. Franklin on paid leave at this time, and clarify whether throughout this period, he
remained a director of the Company.
7.We note the disclosure on page 30 of the Proxy Statement that Parent engaged Citi to
serve as "lead M&A financial advisor" in connection with this transaction. Please provide
the disclosure required by Item 9 of Schedule 13E-3 and Item 1015(a) and (b) of
Regulation M-A with respect to Citi. Any reports by Citi to any filing person, either oral
or written, that are materially related to this transaction must be summarized in detail in
the Proxy Statement. See Item 1015(b)(6) of Regulation M-A. Written materials should be

 FirstName LastNameRajnish Ohri
 Comapany NameWhole Earth Brands, Inc.
 April 18, 2024 Page 3
 FirstName LastName
Rajnish Ohri
Whole Earth Brands, Inc.
April 18, 2024
Page 3
filed as exhibits to the Transaction Statement. See Item 16 of Schedule 13E-3 and Item
1016(c) of Regulation M-A.
8.See our last comment above. Expand this section to provide more details about the oral
reports on the Process provided by Jefferies. See Item 9 of Schedule 13E-3 and Item
1015(b)(6) of Regulation M-A.
Interests of Whole Earth's Directors and Executive Officers in the Merger, page 62
9.We reissue in part prior comment 14 in our letter dated March 29, 2024. Please further
revise to describe and quantify Mr. Franklin's profits interest in Sababa.
10.See comment 6 above. Your revised disclosure on page 28 of the Proxy Statement
indicates that there remains a dispute between the Company and Mr. Michael Franklin
about the nature of his resignation as Chief Executive Officer, which is related to his
refusal to sign the Undertaking. In each place in the Proxy Statement where you discuss
the interests of officers and directors which differ from those of unaffiliated shareholders,
such as here and in the Summary Term Sheet, please describe the background of this
dispute as well as Mr. Franklin's resulting paid leave of absence and resignation, which he
alleges (but the Company disputes) is for good cause under his offer letter. Clarify
whether Mr. Franklin continued or continues to have access to information as a director of
the Company, and whether he remains on paid leave currently.
Important Information Regarding the Purchaser Filing Parties, page 109
11.We reissue in part prior comment 18 in our letter dated March 29, 2024. While you have
revised this section to include Sir Martin E. Franklin and Mariposa, it appears that you
have not listed any of the additional natural persons specified in General Instruction C to
Schedule 13E-3. For example, please revise to include the information required by Item 3
of Schedule 13E-3 and Item 1003(c) of Regulation M-A for Desiree DeStefano, as the
Chief Financial Officer of Mariposa, and the directors of Merger Sub, or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions