SecProbe.io

CORRESP
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    Manuel Garciadiaz

    manuel.garciadiaz@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

New York, NY 10017

    December 22, 2023

    Re:
    Cosan S.A.

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed April 24, 2023

    Form 6-K

    Filed August 15,2023

    File No. 001-40155

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Tony Watson

    Adam Phippen

Ladies and Gentlemen:

On behalf of our client, Cosan S.A. (the “Company”),
this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated December
4, 2023 (the “Comment Letter”). On April 24, 2023, the Company publicly filed an Annual Report on Form 20-F for the
fiscal year ended December 31, 2022 (the “Annual Report”) and on August 15, 2023, the Company furnished a Current Report
of Foreign Private Issuer on Form 6-K including its earnings release as of and for the six months ended June 30, 2023 (the “Earnings
Release Form 6-K”) via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”)
to the Commission.

For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions (other than
those in the Staff’s comments) correspond to pages in the filed versions of the Annual Report or Earnings Release Form 6-K, as applicable.

Form 20-F for the Fiscal Year Ended
December 31, 2022

Note
4. Segment Information, page F-31

 1. We note your presentation of Gross sales (Domestic market and External market) for your various segments and on a consolidated basis
on pages F-32 through F-34. Please tell us how your presentation complies with IFRS. Also, please tell us the nature of the adjustments
you record to Gross sales to arrive at Net sales as presented on the face of your financial statements. Refer to IFRS 8 and 15.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that the adjustments recorded to Gross sales to arrive at Net sales relate to indirect taxes
and deductions and are presented on page F-125 of the Annual Report.

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  U.S. Securities and Exchange Commission

The Company acknowledges the Staff’s comment and advises
the Staff that it will remove the presentation of Gross sales by segment and the breakdown between domestic and external Gross sales from
its segment information note in future filings and only present Gross sales on a consolidated basis in the note to its financial statements
on net sales.

Note 5.1. Net Debt, page F-42

 2. We note your disclosure that net debt is a non-GAAP financial measure and is not a measure in accordance with the IFRS and should
not be considered as a substitute for measures of debt determined in accordance with the IFRS and the Brazilian accounting standards.
As such, please tell us your consideration of the guidance in Item 10(e)(1)(ii)(C) of Regulation S-K related to presenting non-GAAP financial
measures on the face of the financial statements prepared in accordance with GAAP or in the accompanying notes. Also, refer to General
Instruction C.(e) of Form 20-F.

Response: The Company respectfully acknowledges the
Staff’s comment. As disclosed in the second paragraph of page F-42 in the Annual Report and under the header “Covenants”
on that page, net debt is used to calculate certain financial ratios included in the Company’s financing arrangements. Accordingly,
the Company believes that a presentation of net debt is useful as it enables users of the Company’s financial statements to assess
the Company’s compliance with its obligations under its financing arrangements.

Nevertheless, the Company respectfully acknowledges the Staff’s
reference to Item 10(e)(1)(ii)(C) of Regulation S-K and advises the Staff that it will remove this disclosure from its financial statements
prepared in accordance with IFRS and their accompanying notes included in future filings. Instead, the Company intends to present the
information currently included in “Note 5.1 Net Debt” elsewhere in its annual reports on Form 20-F and in its earnings releases
included in Current Reports of Foreign Private Issuer on Form 6-K furnished to the Commission.

Note 8. Investments, page F-76

 3. Please tell us your consideration of making the disclosures in paragraph 7(a) of IFRS 12 related to how you control the subsidiaries
listed in the table on page F-77 where you have less than a majority stake in the subsidiaries. We note your disclosure in the second
paragraph of page F-90 which appears to apply to the following subsidiaries:

 ─ Tellus Brasil Participações S.A.,

 ─ Janus Brasil Participações S.A.,

 ─ Duguetiapar Empreendimentos e Participações S.A., and

 ─ Gamiovapar Empreendimentos e Participações S.A.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that in future filings, the Company’s disclosure will be substantially consistent with
the following table which has been revised to disclose the Company’s direct and indirect equity interest in its subsidiaries, as
well as to add footnotes explaining how control is achieved for the subsidiaries in which the Company holds an equity interest of 50%
or less:

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  U.S. Securities and Exchange Commission

    Subsidiary

    Direct
and Indirect Equity Interest as of December 31, 2022

    Rumo S.A. (i)
    30.35%

    Radar II Propriedades Agrícolas S.A. (ii)
    50.00%

    Radar Propriedades Agrícolas S.A. (ii)
    50.00%

    Nova Agrícola Ponte Alta S.A. (ii)
    50.00%

    Nova Amaralina S.A. Propriedades Agrícolas (ii)
    50.00%

    Nova Santa Bárbara Agrícola S.A. (ii)
    50.00%

    Terras da Ponta Alta S.A. (ii)
    50.00%

    Castanheira Propriedades Agrícolas S.A. (ii)
    50.00%

    Manacá Propriedades Agrícolas S.A. (ii)
    50.00%

    Paineira Propriedades Agrícolas S.A. (ii)
    50.00%

    Tellus Brasil Participações S.A. (iii)
    19.57%

    Janus Brasil Participações S.A. (iii)
    19.57%

    Duguetiapar Empreendimentos e Participações S.A. (iii)
    19.57%

    Gamiovapar Empreendimentos e Participações S.A. (iii)
    19.57%

 (i) The Company is the largest shareholder. In addition, the Company has decision-making power over the relevant activities of this entity
and has the right to appoint a majority of the members of the board of directors pursuant to a shareholders’ agreement entered into
with certain other shareholders of the entity.

 (ii) The Company is the majority shareholder, owning 50% of the share capital plus one share.

 (iii) The Company owns over 60.00% of the voting shares of each entity, has decision-making power over the relevant activities of each entity,
and has the right to appoint a majority of the members of the boards of directors of each entity pursuant to a shareholders’ agreement
entered into with certain other shareholders of these entities.

Form 6-K Furnished on August 15,
2023

Earnings Release, page 2

 4. We note your presentation of Cosan pro forma measures which considers the consolidation of 50 percent of the results of operations
of your equity method investment in Raízen S.A. and 100 percent of other operations and pro forma investments accounted for on
a cash basis and excluding M&A. Please tell us your consideration of the guidance in Questions 100.01 and 100.04 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations since the recognition and measurement principles used to calculate these measures are
inconsistent with IFRS.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it will remove this pro forma information from future filings.

Reconciliation of Adjustments -
EBITDA and Net Income, page 17

 5. Please tell us your consideration of beginning your reconciliations of Adjusted EBITDA with Net (loss) income per Cosan Consolidated
which is the most directly comparable IFRS measure. Refer to Item 100(a)(2) of Regulation G.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that in future filings, the Company intends to present reconciliations of EBITDA, Adjusted
EBITDA and Adjusted Net Income to profit (loss) for the period in a format substantially consistent with that presented in response to
the comment immediately below.

 6. Please explain in detail to us each adjustment to arrive at Adjusted EBITDA and Adjusted Net Income. Explain why the adjustments do
not result in a non-IFRS measure that could be

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  U.S. Securities and Exchange Commission

considered misleading. Refer to Questions
100.01 and 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that, in future filings, the Company’s disclosure will be substantially consistent with
the revised tables included under “EBITDA and Adjusted EBITDA” and “Adjusted Net Income” in this response. The
Company further advises the Staff that it has included the explanations of each adjustment which the Staff requested as footnotes to these
revised tables along with additional details under “Additional Information” below.

EBITDA and Adjusted EBITDA

    For the
Three Months Ended June 30, 2023

    Reported
Segments

    Reconciliation

    Consolidated

    Raízen

    Rumo

    Compass

    Moove

    Land

    Other Investments

    Cosan Corporate

    Cosan Oito

    Deconsolidation
    of Joint Ventures

    Elimination
    between Segments

    (in thousands of Brazilian reais)

    Profit (Loss) for the period, net
    628,782
    167,202
    342,645
    107,502
    176,668
    (19,408)
    227,182
    (1,176,804)
    (628,782)
    (271,728)
    (446,741)

    Income taxes
    263,606
    66,349
    174,291
    63,488
    20,511
    —
    (184,859)
    (606,262)
    (263,606)
    —
    (466,482)

    Financial result, net
    1,375,764
    675,897
    238,546
    61,293
    (7,994)
    4,321
    387,650
    1,783,063
    (1,375,764)
    —
    3,142,776

    Depreciation and amortization

    1,848,848

    538,335

    212,700

    70,167

    69

    66

    3,621

    —

    (1,848,848)

    —

    824,958

    EBITDA

    4,117,000

    1,447,783

    968,182

    302,450

    189,254

    (15,021)

    433,594

    (3)

    (4,117,000)

    (271,728)

    3,054,511

    Assets arising from contracts
    with customers (IFRS 15)1

    191,000

    —

    —

    —

    —

    —

    —

    —

    (191,000)

    —

    —

    Change in biological assets (IAS 41)2

    (207,000)

    —

    —

    —

    —

    —

    —

    —

    207,000

    —

    —

    Leases (IFRS 16)3

    (673,000)

    —

    —

    —

    —

    —

    —

    —

    673,000

    —

    —

    Non-recurring effects4

    (163,000)

    —

    —

    —

    —

    —

    —

    —

    163,000

    —

    —

    Adjusted EBITDA

    3,265,000

    1,447,783

    968,182

    302,450

    189,254

    (15,021)

    433,594

    (3)

    (3,265,000)

    (271,728)

    3,054,511

 (1) This adjustment refers to amortization of advanced bonuses to Raízen’s customers, who are resellers, which are linked
to deadlines to be met and obligations to be performed, specifically to the consumption of certain volumes of fuel as defined in the applicable
supply agreement. As contractual conditions are met, bonuses are amortized and recognized as a reduction in income under net operating
revenue.

 (2) We eliminated the variation in the fair value of the biological asset that is included in the cost of goods sold for Raízen,
as this line item does not reflect Raízen’s results, but the remeasurement of the generation of results with the biological
assets in up to two years at market value.

 (3) As a result of the application of IFRS 16, the amortization of Raizen’s right-of-use assets related to lease agreements began
to be categorized under “Depreciation and Amortization,” which is a component of the calculation for EBITDA. This had the
effect of increasing EBITDA. Accordingly, Raízen has opted to adjust its EBITDA by removing this effect when calculating Adjusted
EBITDA.

 (4) Non-recurring expenses and effects at Raízen consist of (i) accounting results from the acquisition of Shell Brasil’s
lubricants business, (ii) extemporaneous PIS and COFINS credits (respectively, the profit participation contribution and the social security
financing contribution, both of which are social contributions due on certain revenues) relating to Complementary Laws No. 192 of March
11, 2022 and No. 194 of June 23, 2022, (iii) revenues and/or expenses not allocated within Raízen’s segments but which have
an effect on its consolidated results, in addition to eliminations between businesses, and (iv) the accounting effect of leases as accounted
for under IFRS 16 on Raízen’s mobility segment.

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  U.S. Securities and Exchange Commission

Adjusted Net Income

    For the Three
    Months Ended June 30, 2023

    Reported Segments

    Reconciliation

    Consolidated

    Raízen

    Rumo

    Compass

    Moove

    Land

    Other Investments

    Cosan Corporate

    Cosan Oito

    Deconsolidation
    of Joint Ventures

    Elimination
    between Segments

    (in thousands of Brazilian reais)

    Profit (Loss) for the period, net
    628,782
    167,202
    342,645
    107,502
    176,668
    (19,408)
    227,182
    (1,176,804)
    (628,782)
    (271,728)
    (446,741)

    Assets arising from contracts
with customers (IFRS 15)1
    —
    —
    —
    —
    —
    —
    —
    —
    —
    —
    —

    Change in biological assets (IAS
    41)2
    (136,600)
    —
    —
    —
    —
    —
    —
    —
    136,600
    —
    —

    Leases (IFRS 16)3
    99,800
    —
    —
    —
    —
    —
    —
    —
    (99,800)
    —
    —

    Non-recurring effects4,5,6

    (107,400)

    —

    74,600

    —

    —

    —

    —

    1,176,804

    107,400

    —

    1,251,404

    Adjusted Net Income

    484,582

    167,202

    417,245

    107,502

    176,668

    (19,408)

    227,182

    —

    (484,582)

    (271,728)

    804,663

 (1) This adjustment refers to amortization of advanced bonuses to Raízen’s customers, who are resellers, which are linked
to deadlines to be met and obligations to be performed, specifically to the consumption of certain volumes of fuel as defined in the applicable
supply agreement. As contractual conditions are met, bonuses are amortized and recognized as a reduction in income under net operating
revenue.

 (2) We eliminated the variation in the fair value of the biological asset that is included in the cost of goods sold for Raízen,
as this line item does not reflect Raízen’s results, but the remeasurement of the generation of results with the biological
assets in up to two years at market value.

 (3) As a result of the application of IFRS 16, the amortization of Raizen’s right-of-use assets related to lease agreements began
to be categorized under “Depreciation and Amortization,” which is a component of the calculation for EBITDA. This had the
effect of increasing EBITDA. Accordingly, Raízen has opted to adjust its EBITDA by removing this effect when calculating Adjusted
EBITDA.

 (4) Non-recurring expenses and effects at Raízen consist of (i) accounting results from the acquisition of Shell Brasil’s
lubricants business, (ii) extemporaneous PIS and COFINS credits (respectively, the profit participation contribution and the social security
financing contribution, both of which