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May 8, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 5 to Draft Registration Statement on Form F-4
Submitted April 26, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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.
Amendment No. 5 to Draft Registration Statement
General
1.Please update references to shareholder percentages as of March 15, 2023, to reflect
information as of the date of the registration statement, or the most recent practicable date.
Taxation, page 235
2.It appears you have included "short-form" tax opinions as Exhibits 8.1, 8.2, and 8.3 to the
registration statement.  Please revise the subsections captioned "Material U.S. Federal
Income Tax Consequences" (i.e., not limited to the fourth paragraph on page 236),
"Material Brazilian Tax Consequences," and "Material Dutch Tax Consequences" to state
clearly that the disclosure is the respective opinion of named counsel, and to ensure that

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the disclosure clearly identifies and articulates the opinion being rendered with respect to
each material tax consequence being opined upon.  For guidance, refer to Section III.B.2
of Staff Legal Bulletin 19.
Exhibits
3.Exhibit 8.1 states, "[T]he statements in the Registration Statement set forth in the second
paragraph under the caption 'Taxation—Material U.S. Federal Income Tax
Consequences—Consequences of the Proposed Transaction—Consequences of the
Merger of Shares and Redemption' to the extent that they constitute descriptions or
summaries of U.S. federal income tax law or legal conclusions with respect thereto, are
accurate in all material respects."  Please have counsel revise Exhibit 8.1 to state that the
disclosure under the caption "Taxation—Material U.S. Federal Income Tax
Consequences" is counsel's opinion.  Refer to Staff Legal Bulletin No. 19, III.B.2 for
additional guidance.
4.Exhibit 8.2 states, "We hereby confirm that the discussion set forth in the Registration
Statement under the caption 'Taxation—Material Brazilian Tax Consequences,' with
respect to Brazilian tax matters and subject to the conditions and limitations described
therein, fairly summarizes the Brazilian tax impacts provided by Brazilian law in force on
the date of this letter to the Proposed Transaction and to the acquisition, ownership and
disposition of the Securities by Non-Brazilian Holders."  Please have counsel revise
Exhibit 8.2 to state that the disclosure under the caption "Taxation—Material Brazilian
Tax Consequences" is counsel's opinion.  Refer to Staff Legal Bulletin No. 19, III.B.2 for
additional guidance.
5.Exhibit 8.3 appears to replicate disclosure under the caption "Taxation—Material Dutch
Tax Consequences" and then states, "[W]e are of the opinion that the Dutch tax
considerations as described [above], as far as it concerns Dutch corporate tax law, Dutch
dividend withholding tax law, Dutch personal income tax law, gift and inheritance tax law
and real estate transfer tax law are correct."  Please have counsel revise Exhibit 8.3 to state
that the disclosure under the caption "Taxation—Material Dutch Tax Consequences" is
counsel's opinion.  Refer to Staff Legal Bulletin No. 19, III.B.2 for additional guidance.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 May 8, 2023 Page 3
 FirstName LastName
Gilberto Tomazoni
JBS B.V.
May 8, 2023
Page 3
cc:       John Vetterli