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

    December 5, 2022

    Re:

    Lavoro Limited

    Registration Statement on Form F-4

    Filed September 29, 2022

    File No. 333-267653

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Jeanne Bennett

    Terence O'Brien

    Alan Campbell

    Tim Buchmiller

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”) relating to the Company’s
registration statement on Form F-4 (the “Registration Statement”) contained in the Staff’s letter dated October
26, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised
the Registration Statement and is filing concurrently with this letter Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which reflects these revisions and certain additional updates and clarifies certain other information.

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 and captions in Amendment No. 1.

Registration Statement on Form F-4

Questions and Answers About the Business Combination, page 19

 1. Please revise your disclosure in this section, where appropriate, to disclose the valuation ascribed to Lavoro in the Business Combination.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 21 and 163 of Amendment No. 1 in response.

 2. Please revise this section, where appropriate, to disclose the status of both the Sponsor Forward Purchase Agreement and the Third
Party Forward Purchase Agreements in connection with TPB Acquisition Corporation's initial public offering, as discussed in TPB's IPO
prospectus. In your revisions, please disclose whether the Sponsor's $25,000,000 commitment pursuant to its forward purchase agreement
is included in the Sponsor PIPE Investment Amount.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 34 of Amendment No. 1 in response.

 3. Please revise your disclosure in this section, where appropriate, to reflect your disclosure elsewhere in the prospectus that if net
cash proceeds following the Business Combination are greater than $250,000,000, the additional consideration will be paid to Patria, with
a corresponding reduction in Patria's equity. Please describe the material terms of this arrangement, including the per share cashout
price.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 21, 41 and 163 of Amendment No. 1 in response.

What equity stake will current TPB SPAC shareholders and Lavoro
shareholders have in New Lavoro after the Closing?, page 22

 4. Please revise the response to this question, or elsewhere in the Q&A as appropriate, to disclose all possible sources and extent
of dilution that shareholders who elect not to redeem their shares may experience in connection with the Business Combination. Provide
disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities,
including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including
any needed assumptions.

Please also revise here and throughout
to include Patria as a separate line item in the tables showing the ownership of New Lavoro following the Business Combination.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 23, 45, 46 and 164 of Amendment No. 1 in response.

 5. Please revise your table to show an interim redemption level, for example, redemptions at a 50% level.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 22-23, 45-46 and 164 of Amendment No. 1 in response.

What interests do TPB SPAC's current officers and directors have
in the Business Combination?, page 24

 6. Please revise here and on page 142 to quantify the aggregate dollar amount that the sponsor and its affiliates have at risk that depends
on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses
for which the sponsor and its affiliates are awaiting reimbursement.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 27, 51, 116, 128 and 156 of Amendment No. 1 in response.

Will how I vote affect my ability to exercise redemption rights?,
page 27

 7. Your disclosure in the last paragraph of this section appears to indicate that the condition to closing that TPB SPAC has at least
$180,000,000 in SPAC Cash is waivable. Please reconcile this disclosure with Section 9.1 of the Business Combination Agreement and your
disclosure on page 38, and elsewhere, which appears to indicate that this condition may not be waivable.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure in the letter to the shareholders and on page 29 of Amendment No. 1 in response.

    December 5, 2022       2

What are the U.S. federal income tax consequences of the Business
Combination..., page 28

 8. We note your disclosure that TPB SPAC "intends" to treat the SPAC Mergers as a "reorganization" within the meaning
of Section 368 of the Code. Please revise your disclosure here and throughout, including in the section beginning on page 197, to provide
counsel’s firm opinion for each material tax consequence, including whether the SPAC Mergers will qualify as a reorganization, or
explains why such opinion cannot be given. Please also clearly disclose that this is the opinion of tax counsel and identify counsel.
If the opinion is subject to uncertainty, please (1) provide an opinion that reflects the degree of uncertainty (e.g., "should"
or "more likely than not") and explains the facts or circumstances giving rise to the uncertainty, and (2) provide disclosure
of the possible alternative tax consequences including risk factor and/or other appropriate disclosure setting forth the risks of uncertain
tax treatment to investors. For guidance, refer to Staff Legal Bulletin No. 19, Sections III.C.1 and 4.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 30, 113 and 208 of Amendment No. 1 in response.

Summary of the Proxy Statement/Prospectus

The Business Combination, page 35

 9. Although we note you have shown the ownership of the "Public warrant shares" in the "Pre-Business Combination Structure--TPB
SPAC" table on page 35, and the "Public warrant shares" in the "Post-Business Combination Structure" table on
page 36, please revise these tables to also show the ownership of the TPB SPAC Class A Ordinary Shares held by public investors.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 38-39 and 160-161 of Amendment No. 1 in response.

Lock-up Agreement, page 39

 10. Please revise your disclosure here and on page 164 to reflect your disclosure on page 132 that Patria is permitted to transfer its
shares to any third party so long as the third party agrees to be bound by the lock-up.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 44, 146-147 and 180 of Amendment No. 1 in response.

Amendment to the Sponsor Letter Agreement, page 40

 11. We note your disclosure that the Founder Shares will be subject to transfer restrictions for up to two years and that the Founder
Shares will vest over a period of up to three years. Please clarify if the Sponsor could transfer unvested Founder Shares when the applicable
Sponsor Lock-Up expires with respect to those shares. Include risk factor disclosure if appropriate.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 44 and 181 of Amendment No. 1 in response to clarify that the Sponsor cannot
transfer any Vesting Founder Shares until such shares vest, even subsequent to the expiration of the Sponsor Lock-Up.

The TPB SPAC Board's Reasons for Approval of the Business Combination,
page 47

 12. Please revise this section here and on page 132 to disclose whether the TPB SPAC Board considered any negative factors or risks specific
to Lavoro or Lavoro's business in evaluating the transaction. To the extent the TPB SPAC Board considered any such negative factors or
risks, please describe them.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 55-57 and 147-149 of Amendment No. 1 in response.

    December 5, 2022       3

 13. We note your statement here and elsewhere that Lavoro is projecting over $1.6 billion in pro forma revenue as of fiscal year end 2022.
Please revise your disclosure where you make this statement to include projected net income (loss) for this period.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 53, 54, 144 and 145 of Amendment No. 1 to include its actual (rather than
projected) pro forma net income for the fiscal year ended June 30, 2022.

Background of the Business Combination, page 125

 14. TPB SPAC's charter waived the corporate opportunities doctrine. Please address this potential conflict of interest and whether it
impacted TPB SPAC's search for an acquisition target.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 56-57 and 149 of Amendment No. 1 in response.

 15. Please revise your disclosure to describe how TPB SPAC initially became aware of Lavoro and discuss why it viewed the Lavoro opportunity
as "superior" to other targets.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 136 of Amendment No. 1 in response.

 16. Please revise your disclosure to provide the material analysis and calculations that led TPB SPAC to propose Lavoro's initial valuation
on December 9, 2021 as well as the material analysis and calculations underlying the revised valuation of $1.125 billion on March 10,
2022. In your revisions, please describe and quantify the reasons for the increase in valuation between these two dates. To the extent
that TPB SPAC used information provided by Lavoro, including any comparable company analyses, in formulating its valuations, please ensure
that this information appears in this section of the prospectus.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 154 of Amendment No. 1 in response.

 17. We note your disclosure that the parties mutually agreed to pause transaction discussions on December 23, 2021 due to an inability
to reach agreement on terms. Please describe these terms.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 137 of Amendment No. 1 in response.

The TPB SPAC Board's Reasons for Approval of the Business Combination,
page 132

 18. Please provide us with the basis for your statement that Lavoro is expecting an estimated 23% and 19% year-over-year implied organic
growth in fiscal year 2021 and fiscal year 2022, respectively.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosures on pages 53 and 144 of Amendment No. 1 to delete the statement
regarding Lavoro’s expected estimated 23% and 19% year-over-year implied organic growth in fiscal year 2021 and fiscal year 2022,
respectively, and replaced it with a statement regarding Lavoro’s actual year-over-year organic growth in fiscal year 2021 and fiscal
year 2022, respectively.

    December 5, 2022       4

 19. We note your comparison of the valuation of New Lavoro and Nutrien's agricultural retail business. Please disclose the date on which
this comparison was made. We further note that the comparison described uses projected Pro Forma Adjusted EBITDA for New Lavoro and projected
EBITDA for Nutrien. Please revise your disclosure to clearly state that these measurables are not comparable. Please also explain why
the TPB SPAC Board elected to use metrics that do not appear to be comparable in this comparison.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 54-55 and 146 of Amendment No. 1 in response.

 20. Please revise your disclosure in the bullet titled "Continued Ownership by Lavoro Agro Limited Shareholders" to reflect
your disclosure elsewhere in the prospectus that (i) any proceeds exceeding $250,000,000 received in connection with the Business Combination
will be used towards cashing out Patria's shares and (ii) Patria is permitted to transfer its shares to any third party if the third party
agrees to be bound by the same lockup period set forth in the Lock-Up Agreement.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 146-147 of Amendment No. 1 in response.

Certain Unaudited Projected Financial Information, page 138

 21. We note your statements that the projections do not necessarily represent the current view of the business by Lavoro's management
and that they do not take into account circumstances or events occurring after the date they were prepared. Please revise to disclose
the date the projections were prepared. Please also revise to clearly state whether or not the projections still reflect Lavoro management’s
views on future performance. To the extent they do not, please describe why.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 150 and 151 of Amendment No. 1 to state that the Lavoro Projections were prepared
by Lavoro management in February and March 2022.

As disclosed under the section titled “Certain Unaudited
Projected Financial Information” on pages 150-154 of Amendment No. 1, projections are inherently subject to significant uncertainties
and contingencies, many of which are beyond Lavoro’s control and that projections should not be looked upon as “guidance”
or “fact” of any sort and should not be relied upon as being necessarily indicative of future results. The Lavoro Projections
were included in the Registration Statement because they were provided to TPB SPAC and the TPB SPAC’s board of directors in connection
with their review of the proposed business combination and were not included in order to induce any TPB SPAC shareholders to vote in favor
of or against the business combination, as stated in this section. We direct the Staff’s attention to the section titled “The
TPB SPAC Board’s Reasons for Approval of the Business Combination” on pages 142-149 of Amendment No. 1, where disclosure
makes it clear that the Lavoro Projections represented only one of the numerous factors taken into consideration by TPB SPAC’s board
of directors in approving the transaction and recommending it to TPB SPAC’s stockholders.

Both parties believe that disclosure related to projections
is compliant with Item 10(b) of Regulation S-K, considering, among other factors, that Lavoro prepared s