SecProbe.io

CORRESP
1
filename1.htm

August 15,
2024

BY EDGAR

U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Office of
Manufacturing

100 F Street,
N.E.

Washington,
D.C. 20549

 Attn: Beverly
                                            Singleton

Claire
Erlanger

Jennifer
Angelini

Geoffrey
Kruczek

 Re: Comment
                                            Letter dated May 23, 2024

JBS
S.A.

Registration
Statement on Form F-4

Filed
March 27, 2024

File
No. 333-278254

Ladies and
Gentlemen:

JBS
S.A. (the “Company”) is submitting this letter in response to the comment letter dated May 23, 2023 (the “Comment
Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form F-4, filed with the
Commission on March 27, 2023 (as may be further amended, the “Registration Statement”).

Concurrently
with the submission of this response letter, the Company is publicly filing, through the Commission’s Electronic Data Gathering,
Analysis and Retrieval system (“EDGAR”), Amendment No. 1 to the Registration Statement (“Amendment No. 1”).
Amendment No. 1 includes revised disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect
Company updates and developments. In addition, Amendment No. 1 includes JBS S.A.’s unaudited condensed consolidated interim financial
information as of June 30, 2024 and for the three- and six-month periods ended June 30, 2024 and 2023, and the related notes thereto.

To
facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a reproduction
of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than
those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 1. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in Amendment No. 1.

Form
F-4 filed March 27, 2024

General

 1. We
                                            note disclosure that your ADS program will be terminated prior to completion of the corporate
                                            restructuring. Please revise to reflect that the ADS program will not be terminated until
                                            after completion of the corporate restructuring and all ADSs have been exchanged, if true.
                                            Additionally revise disclosure on page 4 to clarify that only Eligible Shareholders are entitled
                                            to convert Class A shares to Class B shares during the conversion period.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 7 and 108 of Amendment No. 1 in response.

 2. To
                                            the extent that the comments contained in our letter dated May 23, 2024, relating to the
                                            Form F-4 filed by JBS B.V. (File No. 333-273211) apply to the disclosure contained in this
                                            filing, please make appropriate and corresponding revisions.

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure in response to the various applicable comments
contained in the comment letter dated May 23, 2024 (the “JBS B.V. May Comment Letter”) issued by the Staff with respect
to Amendment No. 2 to the Registration Statement on Form F-4, filed by JBS B.V. with the Commission on March 27, 2024, as follows:

 ● In
                                            response to Comment No. 2 of the JBS B.V. May Comment Letter, the Company has revised the
                                            risk factor entitled “Our ultimate controlling shareholders have influence over
                                            the conduct of our business and may have interests that are different from yours”
                                            on page 35 of Amendment No. 1,

 ● In
                                            response to Comment No. 4 of the JBS B.V. May Comment Letter, the Company has revised the
                                            sections entitled “Summary—Description of Business Segments” on
                                            page 4 of Amendment No. 1 and “Information About JBS S.A.—Description of Business
                                            Segments” on page 62 of Amendment No. 1.

 ● In
                                            response to Comment No. 6 of the JBS B.V. May Comment Letter, the Company has added a risk
                                            factor entitled “BNDESPar is a material shareholder of JBS S.A., and BNDESPar’s
                                            interests may be different from our interests or the interests of our other shareholders”
                                            on pages 37-38 of Amendment No. 1.

 ● In
                                            response to Comment No. 7 of the JBS B.V. May Comment Letter, the Company has revised the
                                            risk factor entitled “Our ultimate controlling shareholders have influence over
                                            the conduct of our business and may have interests that are different from yours”
                                            on pages 35-36 of Amendment No. 1.

 ● In
                                            response to Comment No. 8 of the JBS B.V. May Comment Letter, the Company has revised the
                                            risk factor entitled “Media campaigns related to food production; regulatory and
                                            customer focus on environmental, social and governance responsibility; and increased focus
                                            and attention by the U.S. government and other stakeholders on the meat processing industry
                                            and ESG-related issues could expose us to additional costs or risks.” on page 37
                                            of Amendment No. 1.

 ● In
                                            response to Comment No. 15 of the JBS B.V. May Comment Letter, the Company has revised the
                                            sections entitled “Information About JBS S.A.—Regulation—Brazil”
                                            on pages 82-83 of Amendment No. 1 and “Information About JBS S.A.—Cattle and
                                            Grain Supply Chains and Deforestation” on pages 92-96 of Amendment No. 1 and the
                                            risk factor entitled “Unfavorable decisions in legal, administrative, antitrust or arbitration proceedings and government investigations may adversely affect
us” on page 31
                                            of Amendment No. 1.

 ● In
                                            response to Comment No. 16 of the JBS B.V. May Comment Letter, the Company has revised the
                                            section entitled “Information About JBS S.A.—Regulation—Europe and United
                                            Kingdom” on pages 85-89 of Amendment No. 1.

    2

 ● In
                                            response to Comment No. 17 of the JBS B.V. May Comment Letter, the Company has revised the
                                            sections entitled “Information About JBS S.A.—Climate Reduction Goals”
                                            on pages 97-98 of Amendment No. 1 and “Information About JBS S.A.—Cattle and
                                            Grain Supply Chains and Deforestation” on pages 92-96 of Amendment No. 1

 ● In
                                            response to Comment No. 18 of the JBS B.V. May Comment Letter, the Company has revised the
                                            section entitled “Information About JBS S.A.—Cattle and Grain Supply Chains
                                            and Deforestation—Seara Sustainable Grain and Oil Sourcing Policy” on page
                                            96 of Amendment No. 1.

 ● In
                                            response to Comment No. 19 of the JBS B.V. May Comment Letter, the Company has revised the
                                            section entitled “Information About JBS S.A.—Legal Proceedings—Other
                                            Proceedings” on page 106 of Amendment No. 1.

 ● In
                                            response to Comment No. 20 of the JBS B.V. May Comment Letter, the Company has revised the
                                            section entitled “Management’s Discussion and Analysis of Financial Condition
                                            and Results of Operations—Liquidity and Capital Resources—Capital Expenditures”
                                            on page 155 of Amendment No. 1.

 ● In
                                            response to Comment No. 21 of the JBS B.V. May Comment Letter, the Company has attached a
                                            revised Report of Independent Registered Public Accounting Firm in response, beginning on
                                            page F-54 of Amendment No. 1.

 ● For
                                            the Company’s response to Comment No. 22 of the JBS B.V. May Comment Letter, please
                                            refer to its response below to Comment No. 11 to the JBS B.V. July Comment Letter (as defined
                                            below).

 ● For
                                            the Company’s response to Comment No. 23 of the JBS B.V. May Comment Letter, please
                                            refer to its response below to Comment No. 12 to the JBS B.V. July Comment Letter.

 ● For
                                            the Company’s response to Comment No. 24 of the JBS B.V. May Comment Letter, please
                                            refer to its response below to Comment No. 11 to the JBS B.V. July Comment Letter.

 ● For
                                            the Company’s response to Comment No. 25 of the JBS B.V. May Comment Letter, please
                                            refer to its response below to Comment No. 11 to the JBS B.V. July Comment Letter.

    3

 ● In
                                            response to Comment No. 27 of the JBS B.V. May Comment Letter, the Company has revised the
                                            risk factors entitled “Our ultimate controlling shareholders have influence over
                                            the conduct of our business and may have interests that are different from yours”
                                            on pages 34-36 of Amendment No. 1 and “We are subject to reputational risk in connection
                                            with U.S. and Brazilian civil and criminal actions and investigations involving our ultimate
                                            controlling shareholders, and these actions may materially adversely impact our business
                                            and prospects and damage our reputation and image” on page 36 of Amendment No.
                                            1 and the section entitled “Principal Shareholders—Civil and Criminal Actions
                                            and Investigations involving our Ultimate Controlling Shareholders” on pages 172-174
                                            of Amendment No. 1.

In
addition, the Company has revised Amendment No. 1 in response to the various applicable comments contained in the comment letter dated
July 24, 2024 (the “JBS B.V. July Comment Letter”) issued by the Staff with respect to Amendment No. 3 to the Registration
Statement on Form F-4, filed by JBS B.V. with the Commission on June 24, 2024, as follows:

 ● In
                                            response to Comment No. 2 of the JBS B.V. July Comment Letter, the Company has revised the
                                            sections entitled “Summary—Overview” on page 3 of Amendment No.
                                            1 and “Summary—Other Considerations” on page 6 of Amendment No.
                                            1.

 ● In
                                            response to Comment No. 3 of the JBS B.V. July Comment Letter, the Company has revised the
                                            risk factor entitled “We are not prohibited from incurring significantly more debt”
                                            on page 22 of Amendment No. 1 and the section entitled “Description of Material
                                            Indebtedness” on pages 160-164 of Amendment No. 1.

 ● In
                                            response to Comment No. 4 of the JBS B.V. July Comment Letter, the Company has revised the
                                            risk factor entitled “Failure by us to achieve our sustainability performance targets
                                            may result in increased interest payments under future financings and harm to our reputation”
                                            on page 30 of Amendment No. 1.

 ● In
                                            response to Comment No. 5 of the JBS B.V. July Comment Letter, the Company has revised the
                                            risk factor entitled “Unfavorable decisions in legal, administrative, antitrust
                                            or arbitration proceedings and government investigations may adversely affect us”
                                            on page 31 of Amendment No. 1.

 ● In
                                            response to Comment No. 6 of the JBS B.V. July Comment Letter, the Company has revised the
                                            risk factors entitled “Media campaigns related to food production; regulatory and
                                            customer focus on environmental, social and governance responsibility; and increased focus
                                            and attention by the U.S. government and other stakeholders on the meat processing industry
                                            and ESG-related issues could expose us to additional costs or risks” on page 37
                                            of Amendment No. 1 and “Our businesses are subject to government policies and extensive
                                            regulations affecting the beef, pork and poultry industries” on page 42 of Amendment
                                            No. 1 and the added a section entitled “Animal Welfare Regulations” on
                                            pages 89-91 of Amendment No. 1.

 ● In
                                            response to Comment No. 8 of the JBS B.V. July Comment Letter, the Company has revised the
                                            section entitled “Principal Shareholders” on page 171 of Amendment No.
                                            1.

 ● In
                                            response to Comment No. 9 of the JBS B.V. July Comment Letter, the Company has revised the
                                            section entitled “Management—Share Ownership” on page 170 of Amendment
                                            No. 1.

    4

 ● In
                                            response to Comment No. 10 of the JBS B.V. July Comment Letter, the Company has added Note