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 April 3, 2025

Jos Fl vio Ferreira Ramos
Chief Financial Officer
BR Advisory Partners Holdings S.A.
3,732, Floor 28, CEP 04538-132
Avenida Brigadeiro Faria Lima
S o Paulo, Brazil

 Re: BR Advisory Partners Holdings S.A.
 Draft Registration Statement on Form 20FR12B
 Submitted March 7, 2025
 CIK No. 0002058601
Dear Jos Fl vio Ferreira Ramos:

 We have reviewed your draft registration statement and have the
following comments.

 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 a comment applies 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 this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form 20FR12B
General

1. We note your disclosure that you are controlled by BR Partners Holdco
Participa es
 S.A. Please clarify whether you will be considered a controlled company
under NYSE
 rules and if so, whether you will utilize related exemptions to
governance rules under
 exchange listing standards.
Risk Factors, page 2

2. Many of the risk factors presented in this section discuss possible
future results that
 might impact your business, without providing sufficient background for
an investor
 to understand the current impact of the risk discussed and the
likelihood that the noted
 April 3, 2025
Page 2

 risk might impact your results. For instance, on page 2 you discuss the
risks from
 "(t)he global economic slowdown arising from...the increase in global
interest rates."
 In the accompanying bullet point, you note a number of possible
implications
 including increased margin calls, reduced AuM and decreased investment
banking
 revenues due to reduced securities transactions. For each of the
examples, discuss the
 actual experience during the period of rising rates, as well as the
extent to which the
 cited risk occurred or increased during the relevant period. Make
similar changes to
 your risk factor discussion.
We may not pay dividends to our shareholders, page 6

3. Revise this risk factor to clarify any current limitation that would
prevent you from
 making the required 25% dividend payments to your shareholders, as
required by Law
 No. 6,404. Investors must be able to assess the likelihood of this risk
impacting their
 investment in your shares, particularly over the next year.
We may be unable to maintain relationships with material clients, page 15

4. We note your disclosure that in any given year, certain of your clients
may account for
 a significant portion of your revenues. Please revise your disclosure to
discuss
 whether you have experienced concentration in clients during the periods
reported. If
 so, please include a risk factor discussing client concentration and
include related
 disclosure in Business Overview and Our Operations.
Changes in interest rates may adversely affect us, page 22

5. Please revise this risk factor to more specifically describe the current
interest rate
 environment and how such environment is affecting your business. If
changes in
 interest rates have materially affected specific business lines during
the periods
 reported, please discuss this in your risk factor.
Holders of ADSs may be subject to limitations on transfer of their ADSs, page
23

6. Revise the heading of this risk factor to clarify that the transfer
restrictions are related
 to periods where the depositary has closed its books. Alternatively,
please revise the
 risk factor to discuss any and all other transfer restrictions. Also,
revise the description
 of the ADS in the section beginning on page 128.
History, page 31

7. Please provide a description here, or elsewhere as appropriate, of your
conservative
 risk management strategy.
Business Overview, page 32

8. Please revise your discussion of each business line to include the
revenue contributed
 by each business line during the periods presented.
9. We note that the largest portion of your capital expenditure is for your
digital
 platform. Revise your disclosure to discuss your investment in this
platform, how it is
 used, and whether the platform is internal focused or client facing.
 April 3, 2025
Page 3
Treasury Sales & Structuring, page 36

10. Please revise your disclosure, here and/or elsewhere as appropriate, to
define and
 provide an enhanced understanding of your primary fundraising products
(e.g., CDBs,
 LCIs, LCAs and treasury bills, and LFs).
Wealth Management, page 38

11. We note your disclosure that your wealth management operations benefit
from an
 open multi-product platform, digital support and an international
presence. Please
 further describe these three elements of your wealth management
operations. For
 example, please describe if you provide the referenced digital support
or if a third-
 party provides these services.
12. We note your disclosure on page 4 that discusses the risk that you may
have difficulty
 valuing privately held businesses or their securities. In an appropriate
portion of your
 business section, discuss the difficulty valuing the privately held
businesses that you
 invest in for your clients or for your own portfolio. Discuss actions
you take to
 minimize the possibility that your professionals are not able to
appropriately value
 these securities, and discus your experience with under- or over-valuing
these
 securities in recent periods.
Investments, page 42

13. Please describe how your model of investing in business platforms
enables you to
 develop a scalable investment thesis with lower initial capital
commitments.
14. We note the table on page 63 setting forth the growth in the
shareholders' equity of
 BR Partners Outlet Premium Fundo de Investimento em Participa es
 Multiestrat gia. Please disclose whether the performance of this fund
during the
 period presented is representative of the performance of your other
funds during the
 same period to allow investors to place this presentation in context.
Capital Remuneration, page 44

15. Please revise your disclosure to clarify whether the returns generated
in this line of
 business are through investments of your capital and/or third-party
capital.
Interest Rates (SELIC Rate), page 44

16. We note your disclosure that you believe you possess a diversified
strategy in relation
 to your sources of revenue. Please describe this diversified strategy
and how this
 strategy affects the relationship between interest rates and your
capital remuneration
 business line.
Volume and Number of M&A Transactions in the Brazilian Market, page 49

17. Please revise your disclosure as necessary to reconcile your statement
on page 49 that
 the SELIC rate increased from 9.25% to 11.75% between 2022 and 2023 to
your
 statement on page 22 that the SELIC rate was 13.75% and 11.75% at
December 31,
 2022 and 2023.
 April 3, 2025
Page 4
Item 5. Operating and Financial Review and Prospects, page 79

18. Please revise your disclosure where appropriate to discuss and analyze
year-over-year
 changes in significant balance sheet items such as, but not limited to,
financial assets
 at fair value through profit or loss, financial assets at fair value
through other
 comprehensive income, financial assets at amortized cost, repurchase
agreements,
 client deposits, and funds from securities issued.
19. Please revise your disclosure where appropriate to describe your
investment fund
 quotas classified as financial assets at fair value through profit and
loss and at fair
 value through other comprehensive income. Discuss the types of
investments included
 in this category, the structure of these investments, the industry or
sector associated
 with these investments, and any guarantees or other aspects relevant to
understand the
 nature of these investments and the associated credit risk.
Inflation and Interest Rates, page 80

20. Please revise your disclosure as necessary to reconcile your statement
on page 80 that
 in 2024 lower interest rates and an expectation of a decrease in
inflation led to an
 increase in M&A, which positively affected your investment banking
operations, to
 your tabular presentation on page 81 showing that the number and volume
of
 investment banking transactions decreased in 2024 compared to 2023.
21. We note your disclosure on page 80 that in 2023 the decrease in interest
rates
 incentivized companies that incurred indebtedness at high rates to seek
new financing
 solutions with lower rates, positively affecting your capital markets.
Please revise
 your disclosure as necessary to reconcile your statement that interest
rates decreased
 in 2023 with the tabular presentation page 80 showing that CDI increased
in 2023.
 Further, please revise your disclosure to reconcile your statement that
capital markets
 was positively affected with your tabular presentation on page 81
showing that the
 number and volume of capital markets transactions decreased in 2023
compared to
 2022.
22. We note your disclosure on page 80 discussing the impact of the SELIC
rate on the
 demand for your fixed income products, which directly affects your
capital markets
 operations. In order to provide readers with all relevant data related
to your narrative
 discussion, please consider revising your tabular presentation setting
forth data
 relating to GDP, inflation, interest rates and exchange rates, to
include the SELIC rate
 and to explain the key differences between the SELIC rate and CDI.
Number and Volume of Transactions, page 81

23. We note your disclosure that the number and volume of investment banking
 transactions decreased primarily due to the natural cyclicality of
transaction closings
 in investment banking. Please revise your disclosure to better explain
the cyclical
 nature of investment banking activities, whether the cyclical nature is
company and/or
 industry specific, how the changes in the number and volume of
investment banking
 transactions relates to your assertion of natural cyclicality, and to
cite factual evidence
 or industry reports that supports such cyclicality.
24. Please expand your disclosure to better describe the underlying factors
driving the
 increase in the volume and/or the number of transactions for which you
have provided
 April 3, 2025
Page 5

 capital markets, treasury sales and structuring and wealth management
services.
 Please also address whether any or all of these increases represent
sustainable trends
 and if so, how it is anticipated to impact your financial statements and
operating
 results.
Capital Remuneration, page 82

25. Please revise your disclosure as necessary to reconcile your statement
on page 82 that
 your capital remuneration business line was impacted by a lower SELIC
rate during
 2024 compared to 2023, to your statement on page 21 that the SELIC rate
increased
 from 11.75 at December 31, 2023 to 12.25 at December 31, 2024.
Principal Components of our Results of Operations, page 82

26. We note your disclosure on page F-41 that total interest expenses is
partially
 comprised of funding expenses. Please revise your disclosure on pages 82
through 87,
 and elsewhere as appropriate, to describe the nature and components of
these funding
 expenses, your accounting policy for these expenses, and a discussion of
the
 underlying reasons for any significant fluctuations in funding expenses
for each
 period presented.
Results of Operations for the Years Ended December 31, 2024 and 2023, page 84

27. In order to provide a more in depth understanding of the key components
and drivers
 of net interest revenue (expense) and gains (losses) on financial
instruments, please
 revise the tabular presentation of your statements of profit or loss
data on pages 84
 and 86 to provide a breakdown of the individual components similar to
that provided
 on page F-41. In addition, please revise your disclosure on pages 84-87
to explain the
 underlying reasons for any significant changes in each of these
components for each
 period presented.
Personnel expenses, page 85

28. We note the disclosure that the increase in personnel expenses was
primarily due to an
 increase in the number of your employees, consistent with the increase
in your total
 revenues. Please revise your disclosure, here and/or elsewhere as
appropriate, to
 address the nature of the different personnel expenses and the changes
in the
 individual costs between periods as well as providing a correlating
discussion to the
 changes in the revenues during the periods presented.
Administrative expenses, page 85

29. We note your disclosure that the increase in administrative expenses in
the year ended
 December 31, 2024 was primarily due to an increase in referral fee
services to third-
 party commercial service providers. Please revise your disclosure, here
and/or
 elsewhere as appropriate, to include quantification of the total
referral fees paid for
 each period presented, a discussion of how these referral fees are
determined and
 accounted for, and a discussion of which product offerings are
associated with these
 referral fees. Additionally, you should address the nature of the
different
 administrative expenses and the changes in these individual costs
between periods
 presented.
 April 3, 2025
Page 6

Reversal/(provision) due to expected credit losses, page 87

30. Please expand your disclosure to elaborate on the nature of the clients
that
 experienced an upgrade in credit risk rating, whether this relates to a
certain
 concentration of clients, and to explain in more detail the underlying
factors that
 triggered the upgrade in credit risk rating.
Other revenues, page 87

31. Please revise your disclosure as necessary to reconcile your statement
on page 87 that
 the increase in other revenues during 2023 was primarily due to
increased SELIC
 rates during the period to your statement on page 21 that the SELIC rate
decreased
 from 13.75 at December 31, 2022 to 11.75 at December 31, 2023.
Liquidity, page 88

32. Please revise to discuss the risks from relying on repurchase agreements
as a funding
 source for your liquidity given their short term nature as well as the
potential volatility
 in terms of volume since these agreements are directly impacted by
market liquidity.
 In addition, please address the extent to which the value and perception
of the
 Brazilian government securities can impact the availability of
repurchases funding and
 include an enhanced discussion of the alternative sources of financing
available,
 including how you evaluate these potential funding sources.
Cash Flows for the Years Ended December 31, 2024 and 2023, page 89

33. Please revise your disclosure here, or in your statement of cash flows,
to separately
 quantify the sales of financial instruments measured at fair value
through profit or loss
 and the sales of financial instruments measured at fair value through
other
 comprehensive income. Further, please revise your disclosure to explain
the
 underlying reasons for these sales and to better describe why these
sales and the
 settlements of derivative liability positions resulted in a decrease in
cash flows from
 operations.
Compensation, page 95

34. We note your disclosure that the compensation of your statutory and
non-statutory
 officers consists, in part, of stock-based compensation. If any portion
of the
 compensation was paid in the form of stock options, provide the title
and amount of
 securities covered by the options, the exercise price, the purchase
price (if any), and
 the expiration date of the options, and file any related agreements as
an exhibit, or
 advise.
Major Shareholders, page 99

35. Please provide the natural person or persons who have voting and
dispositive c