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CORRESP
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CORRESP

 June 24, 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 B.V.

 Amendment No. 2 to
Registration Statement on Form F-4

 Filed March 27, 2024

File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated May 23, 2024 (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 Amendment No. 2 to the Registration Statement on Form F-4, filed with the Commission on March 27, 2024 (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 (“EDGAR”) system, Amendment No. 3 to the Registration Statement (“Amendment
No. 3”). Amendment No. 3 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. 3
includes JBS S.A.’s unaudited consolidated financial information as of March 31, 2024 and for the three-month periods ended March 31, 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. 3. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.

 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 material or not relevant because of the successor/predecessor relationship, please provide disclosure to that effect.

The Company respectfully acknowledges the Staff’s comment and discloses on page xv of Amendment No. 3 that although JBS N.V.
indirectly held 24.79% of the JBS S.A. Common Shares as of December 31, 2023, the Company has not provided separate financial statements of JBS N.V. as of and for the year ended December 31, 2023 (or for any subsequent interim period) in
the prospectus, considering that JBS N.V. has no revenues or business operations or material assets, liabilities or contingencies, apart from its non-controlling stake in JBS S.A. Accordingly, the separate
financial statements of JBS N.V. as of and for the year ended December 31, 2023 would not provide any relevant information to investors that is not already included in the corresponding consolidated financial statements of JBS S.A. (JBS
N.V.’s predecessor for accounting purposes), which are included elsewhere the prospectus.

 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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages xxxiii and 52 of Amendment
No. 3 in response. In addition, the Company clarifies that the results of the extraordinary shareholders’ meeting reported in JBS S.A.’s Form 6-K furnished on April 23, 2024 refer to the
preliminary results from early voting, as required to be disclosed by Brazilian law. These results did not include the shares voted in person at the shareholders’ meeting on April 26, 2024. JBS S.A. reported the final results of the
extraordinary shareholders’ meeting on Form 6-K on May 6, 2024, which show that Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista were elected by majority vote of the
shareholders of JBS S.A. to serve on JBS S.A.’s board of directors for the ongoing term ending in 2025.

 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.

 The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page xxxvii of Amendment No. 3 in response.

 2

 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.

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 101 of Amendment No. 3 in response.

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.

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 18 of Amendment No. 3 in response.

 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.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages xxix and 33
of Amendment No. 3 in response.

 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.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 52 and 53 of
Amendment No. 3 in response.

 3

 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.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 55 of Amendment No. 3 in
response.

 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 completion 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.

 The Company
respectfully acknowledges the Staff’s comment and has revised footnote (1) to the Capitalization table on page 65 of Amendment No. 3 to include a reference to the potential issuance or transfer of JBS N.V. Class A Common
Shares to certain members of senior management as a performance bonus for the successful completion of the Proposed Transaction. These bonus shares are not reflected in the “as adjusted” column because the total number of bonus shares that
may be issued or transferred is not known at this time. However, the Company does not expect this number to be material. As disclosed on page 65 of Amendment No. 3, these bonus shares are not expected to exceed 1% in the aggregate of the
total number of JBS N.V. Common Shares outstanding. The intended accounting treatment for the bonus shares has not yet been determined but will be included in the notes to future financial statements of the Company, as required, in accordance with
applicable accounting rules.

 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 Company respectfully acknowledges the Staff’s comment and has revised the pro forma tabular data of JBS N.V. on page 67 of
Amendment No. 3 to include the payment of the Cash Dividend.

 4

 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:

•

 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.

 The Company respectfully acknowledges the
Staff’s comment and clarifies that the sum of 241,969,477 JBS N.V. Class A Common Shares and 295,750,472 JBS N.V. Class B Common Shares to be held by LuxCo following the Controlling Shareholder Contributions (equivalent to 537,709,949
JBS N.V. Common Shares) does not equal the disclosed sum of 369,918,510 and 180,010,329 JBS S.A. Common Shares transferred by J&F and FIP Formosa to Brazil HoldCo (equivalent to 549,928,839 JBS S.A. Common Shares), nor the 2:1 exchange ratio
because the aggregate 549,928,839 JBS S.A. Common Shares transferred by J&F and FIP Formosa represent the JBS S.A. Common Shares transferred during the first phase of the Controlling Shareholder Contributions (whereby Brazil HoldCo became a
direct holder of 24.79% of the total capital stock of JBS S.A.), whereas the 537,709,949 JBS N.V. Common Shares represent the total number of JBS N.V. Common Shares to be held by LuxCo following the completion of the second phase of the Controlling
Shareholder Contributions. In the second phase of the Controlling Shareholder Contributions, J&F will contribute and transfer the remainder of its JBS S.A. Common Shares (or 525,491,059 JBS S.A. Common Shares) to Brazil HoldCo, following which
Brazil HoldCo will hold 1,075,419,898 JBS S.A. Common Shares, or 48.48% of the total capital stock of JBS S.A., and LuxCo will hold 537,709,949 JBS N.V. Common Shares, or 48.48% of the total capital stock of JBS N.V., representing the 2:1 exchange
ratio. The Company has included clarifying disclosure on the Explanatory Note and pages xvi, xxxii, 72, 89, 94 and 289 of Amendment No. 3, including a reconciliation of the previously inconsistent disclosure describing the second phase.

Furthermore, the Company believes that listing and quantifying the securities to be issued during the intermediary steps of the Controlling
Shareholder Contributions (such as the number of Brazil HoldCo shares that were issued and transferred to the various parties) would add a layer of complexity to the disclosure that is not material to investors.

With respect to the disclosure under “Description of Capital Stock—Description of Share Capital,” the Company clarifies
that it reflects the current capital structure of JBS N.V. following the first phase of the Controlling Shareholder Contributions, consisting of 868,204,227 Class A Common Shares, of which 624,5000,000 are held by JBS B.V. and 243,704,227 are
held by LuxCo, and 298,310,722 Class B Common Shares, all of which are held by LuxCo, rather than the capital structure of JBS N.V. immediately following the completion of the Proposed Transaction, which will consist of 813,317,713 Class A
Common Shares, of which 241,969,477 will be held by LuxCo and 571,348,236 will be held by JBS S.A.’s non-controlling shareholders, and 295,740,472 Class B Common Shares, all of which will be held by
LuxCo. Prior to the Merger of Shares, JBS B.V. intends to restructure its share capital, by cancelling shares, in order to reconcile its current capital structure with its intended capital structure. The Company has included clarifying disclosure on
page 222 of Amendment No