Item 1. | Security and Issuer. |
This Amendment No.3 (the Amendment No. 3) is being jointly filed by Sir Martin E. Franklin (Franklin), the Martin E. FranklinRevocable Trust (the Franklin Trust) and Sababa Holdings FREE LLC (Sababa, and together with Franklin and the Franklin Trust, collectively referred to as the Reporting Persons) to amend the Statement on Schedule13D, initially filed with the Securities and Exchange Commission on March 16, 2023 (the Initial Filing) with respect to the common stock, par value $0.0001 per share (the Common Stock) of Whole Earth Brands, Inc., aDelaware corporation (the Issuer), as amended by Amendment No. 1 filed on June 21, 2023 (Amendment No. 1) and Amendment No. 2 filed on June 26, 2023 (Amendment No. 2 and together withthe Initial Filing and Amendment No. 1, the Statement). The principal executive offices of the Issuer are located at 125 S. Wacker Drive, Suite 1250, Chicago, Illinois 60606. Unless specifically amended hereby, the disclosure setforth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Statement.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented by adding the following information:
On August 14, 2023, Sababa entered into a confidentiality agreement, attached hereto as Exhibit C, with the Issuer (theConfidentiality Agreement), pursuant to which Sababa and its controlled affiliates (collectively, the Sababa Parties) may be furnished with confidential information regarding the Issuer and its subsidiaries.
The information set forth below in Item 6 of this Statement is incorporated herein by reference.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended and supplemented by adding the following information:
On August 14, 2023, Sababa entered into the Confidentiality Agreement with the Issuer, pursuant to which the Sababa Parties may befurnished with confidential information regarding the Issuer and its subsidiaries.
Pursuant to the Confidentiality Agreement, the SababaParties agreed to a standstill pursuant to which the Sababa Parties will refrain from taking certain actions with respect to the Issuer during the Standstill Period (as defined below), without having been specifically invited in writing to do so bythe Issuer. Standstill Period means (x) with respect to certain actions set forth in the Confidentiality Agreement, the one-year period beginning on the date of the Confidentiality Agreement,and (y) with respect to certain other actions set forth in the Confidentiality Agreement, the six-month period beginning on the date of the Confidentiality Agreement, as further described inSection 12 of the Confidentiality Agreement. However, the Standstill Period will expire immediately if (i) a third party unaffiliated with the Sababa Parties acquires, makes an offer to acquire, or makes a public announcement with respectto its intention
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