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United States securities and exchange commission logo
May 23, 2024
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 2 to Registration Statement on Form F-4
Filed March 27, 2024
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 12, 2023, letter.
Amendment to Form F-4 filed March 27, 2024
Presentation of Financial and Other Information
Financial Statements, page xiv
1.We note the first phase of the Controlling Shareholder Contribution occurred on
December 22, 2023, as a result of which, as of the date of the prospectus, J&F and Brazil
HoldCo are the direct controlling shareholders of JBS S.A. We also note as of the date of
the prospectus, JBS N.V. the issuer, is a wholly-owned subsidiary of LuxCo and holds,
through Brazil HoldCo, 24.79% of the JBS S.A. common shares. Please disclose if JBS
N.V. held this same ownership percentage in JBS S.A. as of the fiscal year ended
December 31, 2023, and tell us the consideration given to providing separate audited
financial statements of JBS N.V. as issuer, as of and for the year ended December 31,
2023, reflecting any assets, liabilities, revenues, or operations since having been
transferred an indirect ownership interest in JBS S.A. To the extent the amounts are not

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material or not relevant because of the successor/predecessor relationship, please provide
disclosure to that effect.
Questions and Answers about the Proposed Transaction....
Questions and Answers about JBS N.V. and the Conversion, page xxx
2.Please revise this section to disclose the management roles of Joesley and Wesley Batista
with the registrant and J&F, current and expected. In this regard, we note the Form 6-K
filed by JBS S.A. on May 6, 2024, reports that shareholders approved the appointment of
Joesley and Wesley Batista to its board of directors. Discuss expectations regarding
potential management roles in concrete terms, including expected timing and avoiding
hypothetical language. Please also tell us why the results reported in the Form 6-K filed
on April 23, 2024, appear to indicate that shareholders rejected the appointment of Joesley
and Wesley Batista, yet are now approved.
What are the differences between the rights of JBS S.A. Shareholders...., page xxxv
3.Please revise the reference to "SEC regulation" to reflect that JBS S.A. is currently a
reporting company under the Securities Exchange Act of 1934.
Summary
JBS S.A. - Description of Business Segments, page 5
4.Refer to the last sentence in the discussion of Beef North America. Please clarify if
Adjusted EBITDA should instead be US$114.2 million. Your current disclosure indicates
the amount is in billions.

Summary of the Proposed Transaction, page 10
5.Please revise to include the diagram that appears on page 70. Additionally revise your
disclosure to briefly discuss the risks associated with the concentration of voting power,
the legal matters involving Joesley and Wesley Batista, and the management roles of
Joesley and Wesley Batista following the proposed transaction, together with cross-
references, including page numbers, to the complete discussion of these matters elsewhere
in the prospectus.
Risk Factors, page 21
6.We note your disclosure that BNDESPar owns 20.8% of JBS S.A., its Board of Executive
Officers is responsible for voting decisions, and there is no voting agreement or
understanding with BNDESPar. Please add disclosure assessing whether and how the
interests of BNDESPar may differ from those of JBS's public shareholders. Address
potential divestment, political considerations, and other factors that may influence
BNDESPar as a government-controlled entity. Disclose material related risks, including
the potential impact on the shareholder vote to approve the proposed transaction.

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Our ultimate controlling shareholders have influence over the conduct of our business...., page 48
7.We note you have removed discussion of increased voting power from this risk factor.
Please revise to highlight that the voting power of Joesley and Wesley Batista will
increase significantly, from 48.48% to 84.85%, as a result of the corporate restructuring,
and that their ability to influence the company will be greater as a result of such
concentrated control. Reinstate disclosure regarding the possibility of related party
transactions with companies in which the ultimate controlling shareholders have an
interest (i.e., "JBS S.A. or other companies in which our ultimate controlling shareholders
have an interest may engage in transactions with JBS USA or its subsidiaries").
Additionally reinstate the impact on share value as a potential consequence of the risks
identified.
Media campaigns related to food production; regulatory and customer focus...., page 50
8.We note your revised disclosure regarding the increasing focus on "our business practices
and policies, especially as they relate to the environment, climate change, health and
safety, supply chain management, diversity, labor conditions and human rights, both in
our own operations and in our supply chain." Please further revise your disclosure to
specifically address the risk of boycotts against your company and its products. Discuss
boycotts you have experienced to date, including quantification of the impacts, and the
potential for future boycotts.
Capitalization, page 59
9.We note disclosure elsewhere in the filing, such as pages xv and 186, that you are
planning for the issuance or transfer of JBS N.V. Class A Common Shares to certain
members of your senior management as a performance bonus for the successful comple-
tion of the Proposed Transaction, which appear to be in addition to those shares which
will result from the Exchange Ratio. Please provide similar disclosure in a footnote to the
Capitalization table to disclose this planned issuance. Also, please disclose why the bonus
shares are not reflected in the as adjusted column, the estimated value of such shares in the
form of stock compensation, and your intended accounting treatment for the shares.
Per Share, Dividend and Market Price Data, page 61
10.Refer to the tabular data of JBS N.V. (Pro Forma). Please advise why the amount of pro
forma total equity for each of the periods presented would not include the payment of the
Cash Dividend upon the completion of the proposed transaction, which is assumed to have
occurred on January 1, 2021.
The Proposed Transaction, page 67
11.Please revise your disclosure to separately list each transfer of securities in the
restructuring process, clearly identifying and quantifying the securities and parties
involved. Without limitation, your revisions should address the following items:

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•The sum of 241,969,477 Class A and 295,750,472 Class B shares disclosed to be held
by LuxCo does not appear to equal the sum of 369,918,510 and 180,010,329 shares
transferred by J&F and FIP Formosa, nor the 2:1 exchange ratio; revise to reconcile.

•The shares disclosed to be held by LuxCo on page 204 (243,704,227 Class A and
298,310,722 Class B) does not appear to be consistent with disclosure elsewhere;
please reconcile.

•Reconcile apparently inconsistent disclosure describing the second phase; for
example, and without limitation, in the final two paragraphs on page 67 and the
timetable on page iii.
12.We note your disclosure that the first phase of the restructuring has already occurred, and
that the second phase will occur only following shareholder approval. Please expand your
disclosure to describe the consequences if shareholders do not approve the proposed
transaction, including whether the first phase will be reversed.
JBS S.A. ADS Holders, page 74
13.We note that the majority of ADSs, held through DTC participants, will be surrendered
automatically after the ADS Exchange Date, and that the ADS program will not be
terminated until all ADSs are surrendered. Please expand to clarify how the holders of any
ADSs that are not surrendered will be treated, for example with respect to dividend and
voting rights related to the underlying shares of JBS S.A.
Class A Conversion Period, page 76
14.We note your response to our prior comment 1. Please further revise your disclosure to
clarify the "proof satisfactory" that former holders of ADSs and BDSs are required to
provide to confirm that they qualify as Eligible Shareholders (i.e., in addition to proof that
ADSs were exchanged for underlying shares). Additionally revise the timetable on page iii
to identify the Conversion Record Date, and time if relevant.
Information about JBS S.A.
Regulation
Brazil Deforestation Regulation, page 118
15.Please revise your disclosure to more fully discuss the requirements of this regulation,
clearly indicating whether and how they are applicable to your business and operations,
and to identify the penalties for violating provisions of the regulation. Additionally discuss
regulations that relate to the land embargoes and labor blacklist(s) referenced on pages
124 and 125. In an appropriate section of your registration statement, include disclosure
regarding the lawsuits reportedly filed by the western Brazilian state of Rondonia against
JBS S.A. in December 2023 seeking damages for cattle-raising activity in protected areas.

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Europe and United Kingdom, page 121
16.We note your response to our prior comment 2. Please further revise your disclosure to
discuss the steps you are taking in Brazil and elsewhere to achieve compliance with the
regulations described in this section, including the geolocation requirements. Disclose the
impact that these regulations are expected to have upon your business and operations by
clearly identifying the cattle and/or cattle-derived products subject to these regulations,
both produced in or exported to these areas, including quantification. Your disclosure
should provide sufficient information to enable shareholders to assess your ability to
comply with these regulations and the consequences if compliance is not achieved. For
instance, and without limitation, discuss whether and how the existing supplier monitoring
system, "Beef on Track" Program, Livestock Transparency Platform, and/or Seara's
Sustainable Grain and Oil Sourcing Policy discussed on pages 124-25 will require
modification to meet your regulatory requirements.
Cattle and Grain Supply Chains and Deforestation
Supply Chain Monitoring, page 124
17.We note your response to our prior comment 3. Please further revise your disclosure to
clarify whether the Sustainability-Linked Framework adopted in October 2021 (page 124)
and the Sustainability-Linked Bond Framework adopted in June 2021 (page 173) are the
same. Reconcile apparently inconsistent references to the "Sustainability-Linked
Framework" and "Sustainability-Linked Bond Framework," and consider using different
defined terms to distinguish the Sustainability-Linked Bond Frameworks adopted by JBS
USA and PPC. Disclose the material provisions of the Framework(s), and relevant updates
to your deforestation policies and goals, providing an analogous level of detail as that used
to describe your grain supply chain monitoring. In this regard, we note disclosure
regarding JBS S.A.'s deforestation commitments, including target dates for the Amazon
Biome, Cerrado Biome, and global supply chain, in the proxy statement filed by its
subsidiary, Pilgrim's Pride Corporation, on February 27, 2023. Please also confirm
whether and where the Sustainability-Linked Framework appears on the website of JBS
S.A., as we were not able to locate it despite disclosure in this regard.
Seara's Sustainable Grain and Oil Sourcing Policy, page 125
18.We note that the sourcing policy discussed in this section appears subject to a number of
limitations on its scope, including that it is adopted by a subsidiary, applies to Seara's
"primary" grain and oil supply chains, and requires Soy Moratorium signatories "[f]or the
Amazon biome." Please more fully discuss these, and any other limitations, on your grain
and oil supply chain policy. Identify the portion of your overall grain and oil supply that is
subject to the policy, and other protected or sensitive areas that are not addressed by the
Soy Moratorium signatory policy. We further note your aim to "monitor 100% of direct
grain suppliers, targeting zero deforestation in the Amazon biome and zero illegal
deforestation in other biomes by March 2024." Please update to disclose your progress in

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meeting this goal.
Legal Proceedings, page 129
19.Please revise disclosure on page 132 relating to the lawsuit filed by the New York
Attorney General to describe the legal basis (i.e., alleged fraudulent and illegal conduct,
including false advertising, relating to JBS S.A.'s commitment to achieve net zero
greenhouse gas emissions by 2024, in violation of New York consumer protection
statutes) and the risk of related lawsuits by securityholders. We note your disclosure that,
"We believe we will be successful in our defense strategy; an opinion shared by our legal
advisors." Please revise to identify the legal advisors and to disclose the degree of
uncertainty regarding the potential outcome, including your assessment of the material
related risks. File the consent of your legal advisors and the opinion referenced, or
alternatively revise to clarify that this is not a legal opinion. See Securities Act Rules
Compliance and Disclosure Interpretation Question 233.02. Additionally revise disclosure
to indicate that dollar amounts represented in the table on page 129 are in thousands, if
true.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 163
20.Refer to the discussion of Indebtedness and Financing Strategy on page 166. Please revise
to include a brief summary of available lines of credit and borrowing capacity under the
JBS S.A. Revolving Credit Facility, the JBS USA Senior Unsecured Revolving Credit
Facility, and the PPC Credit Facility at the most recent balance sheet date. In addition,
under Capital Expenditures, please disclose the expected amount of capital expenditures
for the next fiscal year and clarify that for the year ended December 31, 2023, you used
cash of $1,502.1 million, rather than $1,052.1 million, to purchase property, plant and
equipment.
Report of Independent Registered Public Accounting FIrm, page F-2
21.Refer to the critical audit matter of the evaluation of income tax benefit. In the first
paragraph, please clarify whether the reference should instead be to Note 9, Income
Taxes, rather than Note 10 which is Property, Plant and Equipment. Pl