Whole Earth Brands, Inc.

125 South Wacker Drive, Suite 3150

Chicago, IL 60606


February 17, 2022




Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Office of Manufacturing

Washington, DC 20549

Attention: Gregory Herbers


Re:Whole Earth Brands, Inc.
 Registration Statement on Form S-3
 Filed February 4, 2022
 File No. 333-262535


Dear Mr. Herbers:


Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Whole Earth Brands, Inc., a Delaware corporation, hereby requests acceleration of the effective date of the Registration Statement referred to above, so that it may become effective at 4:00 PM Eastern time on February 23, 2022, or as soon as practicable thereafter.


Please contact Stephen P. Alicanti of DLA Piper LLP (US) via telephone at (212) 335-4783 or via e-mail at stephen.alicanti@dlapiper.com with any questions and please notify him when this request for acceleration has been granted.


Thank you for your assistance in this matter.


  Very truly yours,
  Whole Earth Brands, Inc.
  By: /s/ Ira Schlussel
    Name: Ira Schlussel
    Title: Vice President, General Counsel & Secretary



cc: Christopher P. Giordano
  DLA Piper LLP (US)
  Jon Venick
  DLA Piper LLP (US)
  Stephen P. Alicanti
  DLA Piper LLP (US)