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April 18, 2023
Ruy Cunha
Chief Executive Officer
Lavoro Ltd
Av. Dr. Cardoso de Melo, 1450
4th floor, office 401
São Paulo — SP, Brazil, 04548-005
Re:Lavoro Ltd
Registration Statement on Form F-1
Filed March 23, 2023
File No. 333-270791
Dear Ruy Cunha:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1, filed March 23, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities. We note that the price has been disclosed with
regards to the Ordinary Shares issued to The Production Board and those related to the
Forward Purchase Agreement. However, with regards to the Ordinary Shares issued in
exchange for securities Lavoro Agoro Limited, please disclose the price or price range
that the selling securityholders paid for the Lavoro Agoro Limited securities. In addition,
please disclose the price that the selling securityholders paid for the Warrants.

 FirstName LastNameRuy Cunha
 Comapany NameLavoro Ltd
 April 18, 2023 Page 2
 FirstName LastName
Ruy Cunha
Lavoro Ltd
April 18, 2023
Page 2
2.We note your cover page disclosure of the exercise price of the warrants compared to the
market price of the underlying Ordinary Shares, as well as similar disclosure in the
prospectus summary and risk factors sections. Please provide similar disclosure in the
MD&A section and disclose that cash proceeds associated with the exercises of the
warrants are dependent on the stock price. As applicable, describe the impact on your
liquidity and update the discussion on the ability of your company to fund your operations
on a prospective basis with your current cash on hand.
Liquidity and Capital Resources, page 161
3.We note that your Forward Purchase Agreements with certain investors provide those
investors with the right to sell back shares to the company at a fixed price 24 months after
the closing date of the business combination or a triggering termination event. Please
revise to discuss the risks that these agreements may pose to other securityholders if you
are required to buy back the shares of your common stock as described therein. For
example, discuss how such forced purchases would impact the cash you have available for
other purposes and to execute your business strategy.
General
4.Please revise your prospectus to disclose the price that each selling securityholder paid for
the securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. In particular,
please disclose the price or price range that the selling securityholders paid for the Lavoro
Agoro Limited securities. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price.
5.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You state in the risk factor on page 51 that “[f]uture” resales of the ordinary shares
issued in connection with the Business Combination may cause the market price of
your securities to decline. This statement should be updated given that this prospectus
is facilitating those sales.
•You state on page 95 that you “expect” data analysis from the "Control Tower" to
bring you closer with your clients. You also disclose that the Control Tower was
developed in "December 2021." Please update this statement to reflect the current
status of the Control Tower project.
•On page 103, you state that you "expect" to be compliant with the Brazilian General
Data Protection Law by March 2023. Please update this statement to reflect the
current status of your regulatory compliance.
•On page 190, you refer to two agreements you "expect" to be renewed in "early
2023." Please update these statements to reflect the current status of your related
party transactions.

 FirstName LastNameRuy Cunha
 Comapany NameLavoro Ltd
 April 18, 2023 Page 3
 FirstName LastName
Ruy Cunha
Lavoro Ltd
April 18, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Manuel Garciadiaz