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December 19, 2022
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Draft Registration Statement on Form F-4
Submitted November 23, 2022
CIK No. 0001791942
Dear Gilberto Tomazoni:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
General
1.Please disclose on the cover page how the opening price of the shares to be listed on the
exchange will be determined.  Include similar disclosure in related areas of your
document, such as risk factors and where you discuss distributing your shares.
2.It appears you intend to register the offer and sale of ordinary shares under this
registration statement.  Please tell us how you intend to issue the JBS N.V. BDRs.
3.We note disclosure that your shares are expected to begin NYSE/Nasdaq trading on or
about the closing date (page 12), and the settlement of your BDRs on the B3 is expect to
occur two business days after the closing date (page xvi).  Please revise to clarify whether

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the reference to "settlement" refers to the commencement of trading.  Disclose material
risks to holders that may arise as a result of (i) timing differences in the commencement of
BDS trading on the B3 and share trading on the U.S. exchange and/or (ii) the passage of
time between the last trading day for JBS shares and the commencement of trading in your
securities.
4.We note the disclosure that you are a "foreign private issuer."  In light of your dual-class
structure, please explain how you will determine whether more than 50 percent of its
outstanding voting securities are owned of record by U.S. residents for purposes of
satisfying the foreign private issuer definition.
Cover Page
5.Please disclose the title and amount of securities being registered on the prospectus cover
page, as required by Item 1 of Form F-4 and Item 501(b)(2) of Regulation S-K.
Additionally revise your prospectus cover to highlight the cross-reference to risk factors in
accordance with Item 501(b)(5) of Regulation S-K.
6.We note that the controlling shareholders will hold 90.52% of your aggregate voting
power.  Please disclose on the prospectus cover and in the summary (i) that you will be
considered to be a controlled company and (ii) whether you intend to take advantage of
the controlled company exemptions under the NYSE/Nasdaq rules.  Also, if the voting
power and control of your controlling shareholder(s) will increase as a result of the
proposed transaction, revise to highlight that consequence.
Important Dates, page iii
7.Please revise to include all relevant dates including, without limitation, (i) the date the
JBS ADS program will be terminated, (ii) the Last Trading Day/Date, (iii) the Merger of
Shares, and (iv) the date that BDS holders can request cancellation and receive underlying
shares, clearly indicating if any dates coincide.  Additionally disclose that there is no
record date for voting at the general meeting, as disclosed on page 47.  Reconcile
disclosure throughout for consistency; for example, and without limitation, we note
that the definition of "Last Trading Day" (page vi) appears inconsistent with the statement
that JBS shares will continue to trade until the Closing Date (page xxi).
Presentation of Financial and Other Information
Financial Statements, page xi
8.Please include a discussion of the proposed accounting treatment under IFRS, as issued by
the IASB, for the recapitalization and merger between JBS S.A. and JBS N.V., and
describe the factors in determining the predecessor and successor entities.

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Questions and Answers about the Proposed Transaction . . . . , page xiv
9.Please revise disclosure regarding approval of the proposed transaction to address the
following:

•We note disclosure that the controlling shareholders of JBS S.A. ("JBS") do not
intend to vote at the general meeting.  Please highlight this on your prospectus
cover and fully address in the section regarding the JBS general meeting, clarifying
whether the controlling shareholders will be counted for quorum purposes and
specifying the percentage of other shareholders required to approve each matter being
voted upon.  As one example only, what number and percentage of shares are
required to be voted to approve the proposed transaction?  We note that the
shareholders own about 48% of your outstanding shares and that you disclose that
you need approval of a majority of outstanding shares to approve the proposed
transaction.

•Disclose the information required by Item 3(h) of Form F-4.

•We note disclosure on page xviii that "We have not received any formal
commitments to vote in favor of the Proposed Transaction."  Please revise to clarify
if there is any voting agreement or understanding, formal or informal, with
BNDESPar or other noncontrolling shareholders.  In this regard, we note disclosure
on page 180 indicating that BNDESPar may be considered your affiliate.
10.We note your disclosure on page xv that the "shareholders of JBS N.V. will be essentially
the same as the current shareholders of JBS S.A."  Please revise to reflect that your capital
structure will be different from that of JBS and, as a result, voting power of the ultimate
controlling shareholders will increase from 48.83% to 90.52%.  Include risk factor
disclosure that quantifies the dilution of voting power noncontrolling shareholders will
experience as a result of the proposed transaction and describes the related risks.
Additionally revise your disclosure in response to the question "Will JBS S.A.
Shareholders receive the same consideration?" to clearly describe the consideration that
JSB's controlling shareholders will receive and how this differs from the consideration
received by noncontrolling shareholders.  Reconcile disclosure throughout as appropriate;
for non-exclusive example, the statement on page xx that the "controlling shareholders’
voting and economic interests in JBS S.A. will remain the same following the completion
of the first step in the Restructuring."
Summary - JBS S.A. Overview, page 1
11.In the first paragraph where you disclose net revenue and Adjusted EBITDA, revise
to also disclose the amount of IFRS net income as the primary measure, which is
supplemented by that of Adjusted EBITDA, for each of the two most recent fiscal year
ends.  In addition, in the chart on page 4, please include disclosure of your CAGR growth

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for net income.  Please revise in all locations within the filing where similar discussion is
provided, including MD&A Overview on page 98.

Summary of the Proposed Transaction
Stock Exchange Listings, page 12
12.Please highlight in the summary that the JBS ADS program will be terminated prior to the
general meeting, and describe the treatment of ADS holders in the proposed transaction,
including when they will receive underlying shares and whether they will be able to vote
at the JBS general meeting.  Include risk factor disclosure to describe the risks to
securityholders due to the termination of the over-the-counter market in the United States
and the possibility that the proposed transaction may not occur and/or your shares might
not be listed on a U.S. exchange.  Please also disclose the market price of JBS shares and
ADSs on the date preceding public announcement of the proposed transaction, as required
by Item 3(g) of Form F-4.
Risk Factors, page 18
13.We note that disclosure identifies inflation as a factor that could affect your business,
including demand for your products, for example on pages 36, 41, and 103.  Please add a
risk factor and revise your Management's Discussion and Analysis if recent inflationary
pressures have materially impacted your operations.  In this regard, please identify the
types of inflationary pressures you are facing and how your business has been
affected.  Disclose any known trends or uncertainties that have had or are reasonably
likely to have a material impact on your cash flows, liquidity, capital resources, cash
requirements, financial position, or results of operations arising from, related to, or caused
by the inflation.
The dual class structure of the JBS N.V. Common Shares has the effect . . . . , page 18
14.Please disclose the percentage of outstanding Class B common shares that the controlling
shareholders must keep to continue to control the outcome of matters submitted to
shareholders for approval.
We may issue additional JBS N.V. Class A Common Shares in the future . . . . , page 21
15.Please disclose whether you may issue additional Class B common shares in the future
and disclose any adverse impact that such issuance, as well as the optional or mandatory
conversion of Class B common shares, may have on holders of Class A common shares,
including dilution.
We are subject to various risks relating to worker safety, page 33
16.Please revise your disclosure here and, as appropriate, in the regulation section to describe
risks affecting worker health and safety.  Include, without limitation, description of the

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U.S. Department of Labor injunction regarding alleged child labor violations at processing
facilities and the House Selected Subcommittee on the Coronavirus Crisis investigation
regarding the meatpacking industry’s response to the coronavirus pandemic.
We depend on our information technology systems . . . . , page 33
17.Please revise your disclosure to clearly describe how your operations were affected by the
May 2021 cybersecurity attack, including temporary shutdowns of your processing
facilities, and the potential material risks of such attacks to you and investors.
Additionally disclose whether you are subject to material cybersecurity risks in your
supply chain based on third-party products, software, or services used in your business
and how a cybersecurity incident in your supply chain could impact your business.
Discuss the measures you have taken to mitigate these risks.
Our ultimate controlling shareholders are expected to have influence . . . . , page 35
18.Please revise your disclosure to fully describe the means by which the Batistas are able to
exercise control and/or influence over you and your subsidiaries, including shareholder
voting power, management positions, family and other close relationships, and
other means.  Describe the risks to you and investors that the ultimate controlling
shareholders may use their influence to involve the company in potentially illicit
activities in light of past events, and clarify whether and which measures have been taken
to detect and/or prevent such activities in the future.
We are subject to reputational risk in connection with U.S. and Brazilian civil and criminal
actions and investigations . . . . , page 35
19.Please revise your disclosure to describe the facts and circumstances underlying these
civil and criminal actions and investigations.  Identify the charges that were the subject of
the Brazilian agreements, SEC order, and DOJ agreement, and quantify the payments
required under each.  Clarify the role and involvement of JBS, including the effects on
JBS and its subsidiaries, as well as remedial measures that were required and have been
implemented.  We note your disclosure that, "Our ultimate controlling shareholders are
also currently subject to ongoing investigations by CVM and criminal proceedings for
alleged violations of Brazilian securities and corporate law, in which there has yet to be a
final decision."  Please also provide the foregoing information in relation to these ongoing
investigations and criminal proceedings, together with your assessment of the material
risks to the company and investors.
Capitalization, page 43
20.Please revise your total capitalization line item amount to be inclusive also of the current
portion of loans and financings.  In addition, please expand the equity line item to
separately list the historical equity account balances of JBS S.A. and those for the as
adjusted equity balances of JBS N.V. after the Proposed Transaction.

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Pro Forma Per Share, Dividend and Market Price Data, page 44
21.We note your disclosure of the pro forma earnings per share table.  Please revise to
include historical per share data of JBS SA.  See Item 3(f) of Form F-4.
The Proposed Transaction, page 49
22.Please revise your disclosure to (i) clearly state whether the first exchange, whereby the
controlling shareholders transfer JBS shares for HoldCo shares, is subject to the exchange
ratio, (ii) identify the title and amount of shares to be issued in the second exchange,
whereby the controlling shareholders transfer HoldCo shares for your shares, (iii) describe
how the ten JBS shares held directly by Joesley Batista, Wesley Batista, and José Batista
Sobrinho (according to disclosure on page 128) are treated in the restructuring, and (iv)
modify the charts in this section in accordance with the foregoing and to include the
ultimate controlling shareholders.  In addition, please update the assumption that JBS's
ownership structure on the last trading day is the same as on November 11, 2022, to
reflect information as of the date of the prospectus.
23.We note disclosure that indicates your BDSs "may be cancelled immediately" (page 50),
but also disclosure that indicates cancellation can be requested "on or after the settlement
of [BDSs] on the B3," which is expected two business days after the closing date (page
52).  Please revise to reconcile.
24.Please clearly identify in chronological order all material conditions that must be satisfied
for the restructuring and proposed transaction to be completed, indicating whether and
which conditions may be waived.  Describe any related risks to you and investors.
25.Please include a brief statement as to the accounting treatment of the restructuring and
proposed transaction, as required by Item 4(a)(5) of Form F-4.
26.Revise to explain the purpose of the structure of the transactions described in this section,
such as the first step in the restructuring, and how the current structure was determined.
Address the following, and any other material factors:

•What regulatory, tax-related or capital structure/ownership goals are each step
intended to achieve?  Why will there be a Dutch holding company as the parent?;

•Why will holders initially receive BDRs, which may then be cancelled to receive
Class A shares (which shares appear to be the class listed on a U.S. exchange); and

•What do you mean by