SecProbe.io

CORRESP
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    Manuel Garciadiaz

    Elliot M. de Carvalho

    manuel.garciadiaz@davispolk.com
    elliot.decarvalho@davispolk.com

    Davis Polk & Wardwell
    llp

    450 Lexington Avenue

    New York, NY 10017

April 24, 2024

    Re:

    Lavoro Limited

    Form 20-F for the Fiscal Year Ended June 30, 2023

    Forms 6-K dated November 1, 2023 and March 7, 2024

    File No. 001-41635

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Valeria Franks

Suying Li

Ladies and Gentlemen:

On behalf of our client, Lavoro Limited (the “Company”),
this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated April
11, 2024 (the “Comment Letter”). On November 1, 2023, the Company publicly filed an Annual Report on Form 20-F for
the fiscal year ended June 30, 2023 (the “Annual Report”); on November 1, 2023, the Company furnished a Current Report
of Foreign Private Issuer on Form 6-K including its earnings release for the fiscal year ended June 30, 2023 (the “FY23 Financial
Statements Form 6-K”); and on March 7, 2024, the Company furnished a Current Report of Foreign Private Issuer on Form 6-K including
its earnings release for the six-month period ended December 31, 2023 (the “2Q23 Financial Statements Form 6-K”), in
each case via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) to the Commission.

For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions (other than
those in the Staff’s comments) correspond to pages in the filed versions of the Annual Report, FY23 Financial Statements Form 6-K
or 2Q23 Financial Statements Form 6-K, as applicable.

Form 20-F for the Fiscal Year Ended June 30, 2023

Item 5. Operating and Financial Review and Prospects

Historical Consolidated Statements of Profit or Loss, page 117

 1. In your discussion of year-over-year changes in revenue, cost of goods sold and gross profit, you identify multiple factors for changes
in the line items without quantifying the impact of each. Please revise your disclosure to quantify the amount of the changes contributed
by each underlying factor that you identified. Refer to Item 5 of Form 20-F.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that, in future filings, the Company intends to include a discussion quantifying the impact
of each of the factors identified as contributing towards changes in its revenue, cost of goods sold and gross profit line items. The
Company’s disclosure will be substantially consistent with the revised

    April 24, 2024 1

discussion of the factors affecting the Company’s net
revenue, cost of goods sold and gross profit in the fiscal year ended June 30, 2023 included as Appendix A hereto.

 2. Please tell us your consideration of providing a discussion of results of operations on a segment basis. Refer to Item 5 of Form 20-F.
Please also disclose, with quantification, the business reasons for changes in your non-allocated corporate expenses.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that the Company included in the Annual Report a discussion of its results of operations on
a segment basis within its discussion of year-over-year changes in consolidated revenue, cost of goods sold and gross profit. Notwithstanding
the foregoing, the Company advises the staff that, in future filings, it intends to modify its discussion of its results of operations
on a segment basis such that separate segment discussion is also presented for the remaining line items presented to the Company’s
chief operating decision-marker, consistent with note 4 to its audited consolidated financial statements for the fiscal year ended June
30, 2023 included in the Annual Report. The Company’s disclosure will be substantially consistent with the discussion of year-over-year
changes in sales, general and administrative expenses, other operating income (expenses), net, finance income, finance costs, current
income taxes, deferred income taxes and profit (loss) for the year included as Appendix B hereto.

In addition, the Company advises the Staff that non-allocated
corporate expenses only began to be incurred after the incorporation of the Company as a holding company for its operating subsidiaries
and the closing of its business combination with TPB Acquisition Corp. I, following which such expenses began to be separately in the
segment note of the Company’s audited consolidated financial statements. Notwithstanding the foregoing, in future filings, the Company
intends to include a discussion relating to changes in its non-allocated corporate expenses. The Company’s disclosure will be substantially
consistent with the discussion of changes in non-allocated corporate expenses for the fiscal year ended June 30, 2023 included as Appendix
B hereto.

Form 6-K dated November 1, 2023

Exhibit 99.1

 3. You disclose certain pro forma financial information for the fourth quarters and full fiscal years of FY 2023 and FY 2022. Your reconciliation
of Pro Forma Adjusted EBITDA begins with pro forma net profit/loss for the period and includes pro forma non-IFRS adjustments. Please
tell us and disclose explicitly whether these amounts are calculated in a manner consistent with the pro forma requirements in Article
11 of Regulation S-X.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that the Company’s Pro Forma Adjusted EBITDA for the three-month periods and the fiscal
years ended June 30, 2023 and 2022 was calculated in a manner consistent with the pro forma requirements in Article 11 of Regulation S-X.
The Company further advises the staff, that in future filings, the Company will ensure that it will include disclosure explicitly stating
whether any pro forma amounts presented were calculated in a manner consistent with the pro forma requirements in Article 11 of Regulation
S-X.

    April 24, 2024 2

Form
6-K dated March 7, 2024

Exhibit
99.1

FY2Q24
Financial Highlights, page 2

 4. You discuss the changes in Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net profit, non-IFRS measures, without a discussion
of the changes in their most directly comparable IFRS measures. Please tell us how you considered the guidance in Rule 100(a) of Regulation
G.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the staff that, in future filings, the Company intends to include a discussion of the changes in net
profit (loss) and net margin for the period, the most directly comparable IFRS measures to Adjusted EBITDA, Adjusted EBITDA margin and
Adjusted net profit, with equal or greater prominence than its discussion of changes in Adjusted EBITDA, Adjusted EBITDA margin and Adjusted
net profit, consistent with the guidance in Rule 100(a) of Regulation G. The Company’s disclosure will be substantially consistent
with the discussion of changes in its consolidated net profit (loss) and net margin in the six-month period ended December 31, 2023 included
as Appendix C hereto.

 5. The Adjusted EBITDA at the segment level appears to be a non-IFRS measure. Please tell us your consideration of providing a reconciliation
to its directly comparable IFRS measure as required in Rule 100(a) of Regulation G.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that, in future filings, the Company intends to include a reconciliation of Adjusted EBITDA
at the segment level to its most directly comparable IFRS measures, net profit (loss) for the period, consistent with the guidance in
Rule 100(a) of Regulation G. The Company’s disclosure will be substantially consistent with the reconciliation of its Adjusted EBITDA
at the segment level for the six-month periods ended December 31, 2023 and 2022 included as Appendix D hereto.

* * *

Please do not hesitate to contact me at +1 212-450-6095 or manuel.garciadiaz@davispolk.com
or Elliot M. de Carvalho at +1 212-450-6069 or elliot.decarvalho@davispolk.com if you have any questions regarding the foregoing or if
I can provide any additional information.

Very truly yours,

/s/ Manuel Garciadiaz

 cc: Ruy Cunha, Chief Executive Officer, Lavoro Limited

Julian Garrido Del Val Neto, Chief
Financial Officer, Lavoro Limited

André Rizk, Chief Legal and
Compliance Officer, Lavoro Limited

Alessandra Aur, Ernst & Young Auditores
Independentes S.S. Ltda.

    April 24, 2024 3

Appendix A

Revenue

Revenue for the fiscal year
ended June 30, 2023 was R$9,347.4 million, an increase of R$1,600.9 million, or 20.7%, from R$7,746.5 million for the fiscal year ended
June 30, 2022, which was primarily attributable to:

 i. a R$1,478.1 million increase in revenue from the Brazil Cluster, reaching R$7,829.3 million for the fiscal
year ended June 30, 2023. This growth was primarily driven by an increase of R$1,395.2 million, or 25.1%, in input sales, from R$5,555.1
million in the fiscal year ended June 30, 2022, to R$6,950.3 million in the fiscal year ended June 30, 2023, reflecting both organic and
inorganic growth. The revenue amount disregards the intersegment elimination related to sales between the Brazil Cluster and the Crop
Care Cluster, as outlined in explanatory note 4 of our audited consolidated financial statements;

 ii. a R$39.9 million increase in revenue from the LATAM Cluster, reaching R$1,206.3 million for the fiscal
year ended June 30, 2023. This growth mainly resulted from an increase of R$78.9 million, or 7.4%, in input sales, from R$1,066.6 million
in the fiscal year ended June 30, 2022, to R$1,145.5 million in the fiscal year ended June 30, 2023, reflecting Lavoro’s both organic
and inorganic expansion;

 iii. a R$300.6 million increase in revenue from the Crop Care Cluster, reaching R$632.8 million for the fiscal
year ended June 30, 2023, primarily reflecting an increase of R$300.6 million, or 90.5%, in the sales of our private label products, from
R$332.2 million in the fiscal year ended June 30, 2022 to R$632.8 million in the fiscal year ended June 30, 2023. The revenue amount disregards
the intersegment elimination related to sales between the Brazil Cluster and the Crop Care Cluster, as outlined in explanatory note 4
of our audited consolidated financial statements;

Cost of Goods
Sold

Cost of goods sold for the
fiscal year ended June 30, 2023, was R$7,616.6 million, an increase of R$1,195.6 million, or 18.6%, from R$6,421.0 million for the fiscal
year ended June 30, 2022, which was primarily attributable to:

 i. a R$1,206.3 million increase in the cost of goods sold in the Brazil Cluster, primarily driven by (i)
an increase of R$1,204,1 million, or 20.7%, in our cost of inventory, from R$5,824.7 million in the fiscal year ended June 30, 2022 to
R$7,028.8 million in the fiscal year ended June 30, 2023, and (ii) an increase of R$1.9 million, or 5.2%, in our freight expenses, from
R$37.3 million in the fiscal year ended June 30, 2022 to R$39.2 million in the fiscal year ended June 30, 2023, in each case resulting
from higher sales volume. The amount of cost of goods sold disregards intersegment elimination related to sales between the Brazil Cluster
and the Crop Care Cluster, as outlined in explanatory note 4 of our audited consolidated financial statements;

 ii. a R$34.0 million increase in the cost of goods sold in the LATAM Cluster, reflecting an increase of R$34.0
million, or 3.5%, in our costs associated with services, from R$967.6 million in the fiscal year ended June 30, 2022 to R$1,001.6 million
in the fiscal year ended June 30, 2023;

 iii. a R$140.3 million increase in the cost of goods sold in the Crop Care Cluster, primarily due to (i) an
increase of R$124.9 million, or 62.7%, in our cost of inventory, from R$199.2 million in the fiscal year ended June 30, 2022 to R$324.0
million in the fiscal year ended June 30, 2023, and (ii) an increase of R$8.2 million, or 301.5%, in our freight expenses, from R$2.7
million in the fiscal year ended June 30, 2022 to R$11.0 million in the fiscal year ended June 30, 2023, in each case resulting from higher
sales volume. The amount of cost of goods sold disregards intersegment elimination related to sales between the Brazil Cluster and the
Crop Care Cluster, as outlined in explanatory note 4 of our audited consolidated financial statements;

Gross Profit

As a result of the foregoing,
gross profit for the fiscal year ended June 30, 2023 was R$1,730.8 million, an increase of R$405.3 million, or 30.6%, from R$1,325.5 million
for the fiscal year ended June 30, 2022.

    April 24, 2024 4

This represents a gross margin
of 18.5% for the fiscal year ended June 30, 2023, compared to 17.1% for the fiscal year ended June 30, 2022.

Disregarding the intersegment
elimination related to sales between the Brazil Cluster and the Crop Care Cluster, as outlined in explanatory note 4 of our audited consolidated
financial statements; gross profit in the Brazil Cluster increased by R$271.8 million, reaching R$1,286.0 million for the fiscal year
ended June 30, 2023. This resulted in a gross margin of 16.4%, compared to 16.0% for the fiscal year ended June 30, 2022. The 0.4 percentage
point margin increase was attributable to a more favorable product mix, successful commercial and procurement strategies, and realized
synergies from acquired companies. These factors more than offset a decrease in margins in fertilizers and crop protection products, particularly
herbicides, resulting from industry-wide price declines driven in part by excess inventories in the retail channel across the country.

Gross profit in the LATAM
Cluster increased by R$6.0 million, reaching R$196.6 million for the fiscal year ended June 30, 2023. This resulted in a gross margin
of 16.3%, consistent with the fiscal year ended June 30, 2022. Margins remained unchanged despite a decrease in prevailing crop protection
prices and increased competition.

Crop Care Cluster gross profit,
disregarding the intersegment elimination related to sales between the Brazil Cluster and the Crop Care Cluster, increased by R$271.8
million, reaching R$1,286.0 million for the fiscal year ended June 30, 2023. Gross profit in the Crop Care Cluster increased by R$160.3
million, reaching R$280.9 million for the fiscal year ended June 30, 2023. This resulted in a gross margin of 44.4%, which was 8.1 percentage
points higher than in the fiscal year ended June 30, 2022. The margin increase was attributable to a more favorable product mix and operating
leverage resulting from greater absorption of fixed costs.

    April 24, 2024 5

Appendix B

Sales, General
and Administrative Expenses

Sales, general and administrative
expenses for the fiscal year ended June 30, 2023 was R$1,228.1 million, an increase of R$205.7 million, or 20.1%, compared to R$1,022.4
million for the fiscal year ended June 30, 2022, which was mainly attributable to an increase of (i) R$142.6 million in personnel expenses,
of which R$21.1 million represents the hiring of RTVs1 and administrative staff resulting from completed acquisitions during
the period, (ii) R$9.4 million in allowance for expected credit losses due to sales volume growth, and (iii) R$18.2 million in sales
commissions.

Changes in our sales, general
and administrative expenses across our reporting segments were as follows:

 i. sales, general and administrative expenses in the Brazil Cluster amounted to R$951.9 million for the fiscal
year ended June 30, 2023, an increase of R$142.8 million, or 15.0%, from R$809.1 million for the fiscal year ended June 30, 2022, which
was pri