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June 5, 2023
Paulo Bonifacio
Chief Executive Officer and President
BRB Foods Ltd
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Vila Nova Conceicao,
Sao Paulo, SP 04543-121
Re:BRB Foods Ltd
Draft Registration Statement on Form S-1
CIK No. 0001976870
Submitted May 15, 2023
Dear Paulo Bonifacio:
            We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 15, 2023
General
1.Your prospectus is incomplete in many places. It includes sections that have been
bracketed indicating that you plan to make changes, and sections where you state that you
will add discussion. In your next amendment, please submit a substantially complete
prospectus so that we can adequately analyze your disclosure. As examples only, we note
that you intend to discuss a reorganization, the Unilever partnership, trademarks and IP,
R&D activities, descriptions of customers and customer growth, and descriptions of
management experience.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 2
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 2
2.Please revise to include a separate section on enforcement of liabilities addressing the
enforcement risks related to civil liabilities due to your subsidiaries and your officers and
directors being located in Brazil. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in Brazil, lack of reciprocity and treaties, and cost and time constraints. Also, please
disclose these risks in the business section, which should contain disclosures consistent
with the separate section. Additionally, please identify in this section each officer and
director located in Brazil and disclose that it will be more difficult to enforce liabilities
and enforce judgments on those individuals.
Cover Page
3.We note your disclosure on pages 7 and 67 that you are registering the Representative's
Warrants and the common stock issuable upon exercise of such warrant. Please revise to
prominently disclose the warrant and underlying shares on the cover page. Please revise to
clearly state the appropriate conversion terms.
Summary
Financial Performance Summary, page 1
4.Please revise your disclosure in this section to reflect a balanced presentation of the
company's financial performance. For example, we note your disclosure on page 15
regarding your history of net losses and your disclosure on page 17 regarding your limited
operating history.
Our Corporate Information, page 6
5.Please provide an organizational chart outlining your corporate structure and illustrating
the relationships of the various entities discussed throughout the registration statement.
Noting that you appear to be planning a reorganization, please include organizational
charts before and after the reorganization, if applicable.
Risk Factors
Litigation concerning food quality, health, employee conduct and other issues..., page 16
6.Please revise your disclosure in this section to address the legal proceedings discussed on
page 56.
If we fail to establish and maintain effective internal controls..., page 21
7.We note your risk factor disclosure related to establishing and maintaining effective
internal controls.  Please tell us whether management has identified any material
weaknesses and if so, expand your disclosure to describe the nature and any remediation
efforts.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 3
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 3
Inflation and certain measures by the Brazilian government to curb inflation may adversely
affect us, page 26
8.We note your risk factor on page 26 regarding Brazilian inflation. Please update this risk
factor if recent inflationary pressures have materially impacted your operations. In this
regard, identify the types of inflationary pressures you are facing and how your business
has been affected. Please update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures.
Our founders shareholders will, in the aggregate, own at least..., page 29
9.We note your disclosure that the founder shareholders, to the extent they act together, will
control a majority of your voting power. Please revise to do the following:
•add prominent disclosure to the cover page that states that the founding shareholders
will exercise overall control;
•identify the founding shareholders;
•explain whether or not you will be a controlled company pursuant to Nasdaq rules;
•include a discussion of the material terms of the shareholders agreement and file it as
an exhibit to the registration statement; and
•explain how the ownership of the founding shareholders is reflected in the table on
page 62.
Use of Proceeds, page 34
10.Please expand your disclosure in this section to describe in greater detail the specified
purposes for which the net proceeds are intended to be used and, if material amounts of
other funds will be necessary to accomplish the specified purposes, state the order of
priority of the specified purposes of the net proceeds and provide an estimate of the
amounts of such other funds and the sources thereof. If you have no specific plans for the
proceeds, discuss the principal reasons for the offering
Management's Discussion and Analysis of Financial Condition and Results of Operations
Strategy, page 42
11.Your disclosure in places describes actions that you plan to take in 2022. Please update
your disclosure in this section and wherever applicable so that it is current.
Directors and Executive Officers, page 57
12.Please expand on each person's principal occupations and employment during the past five
years; the name and principal business of any corporation or other organization in which
such occupations and employment were carried on; and whether such corporation or
organization is a parent, subsidiary or other affiliate of the registrant. Refer to Item 401(e)
of Regulation S-K.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 4
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 4
Certain Relationships and Related-Party Transactions, page 61
13.You have not included any information responsive to Item 404 of Regulation S-K.
However, on page F-22, you state that you entered into related party transactions with
some of your shareholders or other related parties. Please revise.
Security Ownership of Certain Beneficial Owners and Management, page 62
14.Please provide an address for each Beneficial Owner. Refer to Item 403(a) of Regulation
S-K.
Report of Independent Registered Accounting Firm, page F-2
15.We note from your auditor's report your auditor examined rather than audited your
financial statements. In this regard, please tell us whether the financial statements for the
years ended December 31, 2022 and 2021 were audited or otherwise. If the financial
statements for the years ended December 31, 2022 and 2021 were audited in accordance
with the standards of the PCAOB, revise to include an audit opinion that complies with
the guidance outlined in PCAOB AS 3100. If they were not audited, revise to properly
provide audited financial statements that meet the requirements outlined in Article 8 of
Regulation S-X.
Income Statement, page F-4
16.Please revise to present EPS on the face of your income statement for each of the periods
presented. You may refer to ASC 260-10-45 for further guidance. Additionally, revise
your notes to the financial statements to include the disclosures required by ASC 260-10-
50, as applicable.
Note 1. Operating Context, page F-7
17.We note BRB Foods Ltd. is a holding company whose subsidiaries include BR BRANDS
S.A. and Boni Logistica Ltda. In this regard, please explain to us and revise your notes to
the financial statements to disclose how BR BRANDS S.A. founded on December 1, 2020
and Boni Logistica Ltda. founded on February 26, 2020 became subsidiaries of BRB
Foods Ltd which was incorporated on October 13, 2022.  Your revised disclosures should
clearly describe the organization of the company and its subsidiaries.
18.We note your presentation of pro forma consolidated financial statements within the notes
to the audited financial statements for purposes of providing comparative
financial information and were based on the aggregation of the individual financial
statements of its subsidiaries. We further note on page F-16 BRB Foods has no
operational activity or interests in other companies and the financial statements are being
presented as if the company had existed since December 31, 2020 and held 100% of the
equity interests in the subsidiaries. In this regard, please tell us how your presentation of
such information complies with the objectives or guidance outlined in Article 11 of

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 5
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 5
Regulation S-X.  Alternatively, revise to remove the pro forma financial information
accordingly
19.Please clarify for us the basis of preparation used to prepare the financial statements.  The
audit report on page F-2 refers to financial statements as following the generally accepted
accounting practices in the United States of America; however, page F-9 of the notes to
the financial statements state the financial statements were prepared and are being
presented in accordance with the accounting policies adopted in Brazil, under the terms of
Brazilian Corporate Law and the pronouncements, guidelines and technical
interpretations, issued by the Accounting Pronouncements Committee (CPC) and
approved by the CFC and in accordance with the bylaws of the “Company." We also note
elsewhere in the notes references to accounting policies adopted in Brazil. Please revise
your notes accordingly to fix the inconsistencies.
Notes to the Financial Statements
2. Function Currency, page F-10
20.We note from disclosures in the first paragraph of page F-10 management concluded BRL
is the company's functional currency and that you disclose elsewhere in the filing USD is
your reporting currency; however, on page F-13 you state Reais is the functional and
presentation currency. Please revise to fix the inconsistency.
Main Accounting Practices
Income Taxes, page F-13
21.Please revise your notes to comply with the disclosures requirements for public entities
pursuant to ASC 740-10-50.
Main Accounting Practices
Segments, page F-13
22.Please revise your notes to comply with the disclosures requirements outlined in ASC
280-10-50. Your disclosure should include:
•the factors used to identify your reportable segments, including the basis of
organization (for example, whether management has chosen to organize the public
entity around differences in products and services, geographic areas, regulatory
environments, or a combination of factors and whether operating segments have been
aggregated and;
•the types of products and services from which each reportable segment derives its
revenues.
Additionally, please note entity wide disclosures pursuant to ASC 280-10-50-38 are
required for all public entities include those public entities that have a single reportable
segment.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 6
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 6
Revenue Recognition, page F-15
23.We note your revenue recognition policy on page F-15; however, we do not consider the
information sufficient in meeting the disclosure objective of the ASC 606-10-50. The
objective of the disclosure requirements is for an entity to disclose sufficient information
to enable users of financial statements to understand the nature, amount, timing, and
uncertainty of revenue and cash flows arising from your contracts with customers. For
example, please describe what a 'tax document' is and why this document is used as the
point of revenue recognition instead of transfer of title or the delivery of the product.
            You may contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing