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May 22, 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 May 9, 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, as amended, unless
otherwise indicated.
Schedule 13E-3/A Filed May 9, 2024
General
1.We note that you have omitted confidential information from certain portions of Exhibits
(c)(vi)-(viii), (c)(x), (c)(xii), and (c)(xiii) to the Transaction Statement. Please submit
a confidential treatment request for the material redacted in these exhibits or refile the
exhibits in unredacted form. Refer to CF Disclosure Guidance Topic No. 7. We will
review and provide comments on the request separately. All comments concerning the
confidential treatment request must be resolved prior to mailing the Proxy Statement.
Discussion Materials of Citigroup Global Markets Inc. Provided to Sababa, page 57
2.We note the following statement on page 58 of the Proxy Statement: "In addition, Citi or
one of its affiliates anticipates participating in debt financing relating to the Merger, and
expects to receive compensation for such services." Please revise this statement to clarify
whether this debt financing will involve the Company or any of its affiliates, including
any of the Transaction Statement's filing persons, and if so, further describe any

 FirstName LastNameRajnish Ohri
 Comapany NameWhole Earth Brands, Inc.
 May 22, 2024 Page 2
 FirstName LastName
Rajnish Ohri
Whole Earth Brands, Inc.
May 22, 2024
Page 2
compensation to be received by Citi for its services. See Item 9 of Schedule 13E-3 and
Item 1015(b)(4) of Regulation M-A.
3.Please revise the "Summary of June 2023 Discussion Materials of Citi" section, beginning
on page 59 of the Proxy Statement, to disclose the data underlying the analyses described
in this section and to show how that information resulted in the multiples and values
disclosed. For example, disclose (i) the Firm Value to 2023E and 2024E EBITDA
multiples for each selected company in the "Selected Public Companies Analysis" and (ii)
the transaction value and Forward EBITDA for each selected transaction in the “Selected
Precedent Transactions Analysis."
            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