SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 April 18, 2025 BY
EDGAR U.S. Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549

 Attn:

 Jennifer Angelini

 Geoffrey Kruczek

 Re:

 Acceleration Request

 Registration Statement on Form F-4 (Registration File No. 333-273211)
 Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, JBS B.V. (the “ Company ”) respectfully requests
that the effective date of its Registration Statement on Form F-4, initially filed on July 12, 2023 (as amended to date, the “ Registration Statement ”), be accelerated so that the
Registration Statement may become effective by 4:00 p.m., New York City time, on Tuesday, April 22, 2025, or as soon thereafter as practicable.
 * * *

 The Company respectfully requests that it be notified of such effectiveness by telephone
call to John R. Vetterli of White & Case LLP at (212) 819-8816 or Karen Katri of White & Case LLP at (305) 925-4788.

 JBS B.V.

 By

 /s/ Gilberto Tomazoni

 Name: Gilberto Tomazoni

 Title: Chief Executive Officer

 cc:
 Guilherme Cavalcanti, Chief Financial Officer
 JBS B.V.
 Donald E. Baker, Esq. John R.
Vetterli, Esq. Karen Katri, Esq.
 White & Case LLP

CORRESP
 1
 filename1.htm

 CORRESP

 April 11, 2025 BY
EDGAR U.S. Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549

 Attn:

 Beverly Singleton

 Claire Erlanger

 Jennifer Angelini

 Geoffrey Kruczek

 Re:

 Comment Letter dated April 4, 2025

 JBS B.V.

 Amendment No. 6 to Registration Statement on Form
 F-4

 Filed March 26, 2025

 File No. 333-273211
 Ladies and Gentlemen:
 JBS B.V. (the “ Company ”) is submitting this letter in response to the comment letter dated April 4, 2025 (the
“ Comment Letter ”) issued by the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) with respect to Amendment No. 6 to
the Registration Statement on Form F-4, filed with the Commission on March 26, 2025 (as may be further amended, the “ Registration Statement ”).
 Concurrently with the submission of this response letter, the Company is publicly filing, through the Commission’s Electronic Data
Gathering, Analysis and Retrieval system (“ EDGAR ”), Amendment No. 7 to the Registration Statement (“ Amendment No. 7 ”) in response to the Staff’s comment.
 To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comment included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comment) correspond to the page numbers and captions in Amendment
No. 7. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 7.

 Amendment No. 6 to Registration Statement on Form F-4
 Exhibits

 1.
 We note disclosure regarding the voting agreement between J&F Investimentos and BNDESPar. Please file
that agreement as an exhibit to your registration statement, or tell us why you believe this is not required to be filed. Refer to Item 601(b)(10) of Regulation S-K. If the registrant is not a party to that
agreement, ensure your response addresses whether it has a beneficial interest in the agreement. See Item 601(b)(10)(i)(B) of Regulation S-K.
 The Company respectfully acknowledges the Staff’s comment and has filed the agreement between J&F Investimentos and BNDESPar as
Exhibit 10.5 to Amendment No. 7. * * *
 2

 We appreciate in advance your time and attention to our responses. Should you have any additional questions
or concerns, please contact John R. Vetterli of White & Case LLP at (212) 819-8816 or at jvetterli@whitecase.com or Karen Katri of White & Case LLP at (305)
 925-4788 or at karen.katri@whitecase.com.

 Very truly yours,

 /s/ Gilberto Tomazoni

 Gilberto Tomazoni

 Chief Executive Officer

 JBS B.V.

 cc: 

 Guilherme Cavalcanti, Chief Financial Officer

   JBS B.V.

 Donald E. Baker, Esq.

 John R. Vetterli, Esq.

 Karen Katri, Esq.

   White & Case LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands

 Re: JBS B.V.
 Amendment No. 6 to Registration Statement on Form F-4
 Filed March 26, 2025
 File No. 333-273211
Dear Gilberto Tomazoni:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 6 to Registration Statement on Form F-4
Exhibits

1. We note disclosure regarding the voting agreement between J&F
Investimentos and
 BNDESPar. Please file that agreement as an exhibit to your registration
statement, or
 tell us why you believe this is not required to be filed. Refer to Item
601(b)(10) of
 Regulation S-K. If the registrant is not a party to that agreement,
ensure your response
 addresses whether it has a beneficial interest in the agreement. See
Item
 601(b)(10)(i)(B) of Regulation S-K.
 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
 April 4, 2025
Page 2

time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Beverly Singleton at 202-551-3328 or Claire Erlanger at
202-551-3301
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek
at 202-551-
3641 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: John Vetterli
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 March 25, 2025 BY
EDGAR U.S. Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549

 Attn:

 Beverly Singleton

 Claire Erlanger

 Jennifer Angelini

 Geoffrey Kruczek

 Re:

 Comment Letter dated February 28, 2025

 JBS B.V.

 Amendment No. 5 to Registration Statement on Form
 F-4

 Filed January 29, 2025

 File No. 333-273211
 Ladies and Gentlemen:
 JBS B.V. (the “ Company ”) is submitting this letter in response to the comment letter dated February 28, 2025 (the
“ Comment Letter ”) issued by the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) with respect to Amendment No. 5 to
the Registration Statement on Form F-4, filed with the Commission on January 29, 2025 (as may be further amended, the “ Registration Statement ”).
 Concurrently with the submission of this response letter, the Company is publicly filing, through the Commission’s Electronic Data
Gathering, Analysis and Retrieval system (“ EDGAR ”), Amendment No. 6 to the Registration Statement (“ Amendment No. 6 ”). Amendment No. 6 includes revised disclosure in response to the
Staff’s comments, as noted herein, and other changes to reflect Company updates and developments. In addition, Amendment No. 6 includes JBS S.A.’s audited consolidated financial statements as of December 31, 2024 and 2023 and for
the years ended December 31, 2024, 2023 and 2022, and the related notes thereto. To facilitate the Staff’s review, the text set
forth below in bold-faced type, immediately following each paragraph number, is a reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the
Staff’s comments) correspond to the page numbers and captions in Amendment No. 6. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 6.

 Amendment No. 5 to Registration Statement on Form F-4
 Capitalization, page 70

 1.
 Refer to the second bullet point at the top of the page and the newly expanded discussion of the
January 21, 2025, issuances of 5.950% Senior Notes due 2025 in an aggregate principal amount of US$1,000.00 million and 6.375% Senior Notes due 2055 in an aggregate principal amount of US$750.0 million, and the use of net proceeds
therefrom. We note from disclosure on page 10 the net proceeds were used for general corporate purposes, including the repayment of existing debt. Please disclose the amount of existing debt that was repaid and revise the “as adjusted”
column to reflect this transaction, as it appears the “as further adjusted” column instead reflects the transaction. Also refer to newly revised subnote (4) and tell us why you have not reflected the US$187.5 million outstanding
balance under the commercial paper program in the “as adjusted” column. The Company respectfully
acknowledges the Staff’s comment and has revised the “as adjusted” column on page 72 of Amendment No. 6 to disclose amount of existing debt that was repaid in connection with the use of proceeds from the issuances of 5.950%
Senior Notes due 2025 and 6.375% Senior Notes due 2055. With respect to the commercial paper program, the Company advises that, since the capitalization table has been updated to reflect the Company’s financial position as of December 31,
2024, the outstanding balance of the commercial paper program as of December 31, 2024 is now included in the “actual” column, which reflects JBS S.A.’s historical consolidated current and
 non-current loans and financings. Management, page 215

 2.
 We note disclosure on page 217 that your board of directors has determined all your directors and director
nominees, other than two named individuals, qualify as independent under the NYSE rules and the Dutch Corporate Governance Code. Please tell us how you determined that Wesley and Joesley Batista meet these independence requirements, or alternatively
revise your disclosure as appropriate. The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 210 of Amendment No. 6 in response. General

 3.
 Please update compensation disclosure with respect to the registrant and JBS S.A. to reflect the fiscal year
ended December 31, 2024, or alternatively provide your analysis as to why such disclosure is not required pursuant to the applicable requirements of Form F-4 and Form
 20-F, including with respect to the persons who will serve as directors and executive officers of the registrant.
 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 153 of Amendment No. 6 to
update the compensation disclosure with respect to JBS S.A. to reflect the fiscal year ended December 31, 2024. With respect to the registrant, the Company confirms that, since the registrant’s incorporation on October 9, 2019, the
registrant has not paid any compensation to its directors or executive officers. Please see page 214 of Amendment No. 6. * * *

 2

 We appreciate in advance your time and attention to our responses. Should you have any additional questions
or concerns, please contact John R. Vetterli of White & Case LLP at (212) 819-8816 or at jvetterli@whitecase.com or Karen Katri of White & Case LLP at (305)
 925-4788 or at karen.katri@whitecase.com.

 Very truly yours,

 /s/ Gilberto Tomazoni

 Gilberto Tomazoni

 Chief Executive Officer

 JBS B.V.

 cc: 

 Guilherme Cavalcanti, Chief Financial Officer

    JBS B.V.

 Donald E. Baker, Esq.

 John R. Vetterli, Esq.

 Karen Katri, Esq.

    White & Case LLP

 3

February 28, 2025
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 5 to Registration Statement on Form F-4
Filed January 29, 2025
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-4
Capitalization, page 70
1.Refer to the second bullet point at the top of the page and the newly expanded
discussion of the January 21, 2025, issuances of 5.950% Senior Notes due 2025 in an
aggregate principal amount of US$1,000.00 million and 6.375% Senior Notes due
2055 in an aggregate principal amount of US$750.0 million, and the use of net
proceeds therefrom. We note from disclosure on page 10 the net proceeds were used
for general corporate purposes, including the repayment of existing debt. Please
disclose the amount of existing debt that was repaid and revise the "as adjusted"
column to reflect this transaction, as it appears the "as further adjusted" column
instead reflects the transaction. Also refer to newly revised subnote (4) and tell us why
you have not reflected the US$187.5 million outstanding balance under the
commercial paper program in the "as adjusted" column.

February 28, 2025
Page 2
Management, page 215
2.We note disclosure on page 217 that your board of directors has determined all your
directors and director nominees, other than two named individuals, qualify as
independent under the NYSE rules and the Dutch Corporate Governance Code. Please
tell us how you determined that Wesley and Joesley Batista meet these independence
requirements, or alternatively revise your disclosure as appropriate.
General
3.Please update compensation disclosure with respect to the registrant and JBS S.A. to
reflect the fiscal year ended December 31, 2024, or alternatively provide your analysis
as to why such disclosure is not required pursuant to the applicable requirements of
Form F-4 and Form 20-F, including with respect to the persons who will serve as
directors and executive officers of the registrant.
            Please contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-3301
if you have questions regarding comments on the financial statements and related
matters. Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:John Vetterli

CORRESP
1
filename1.htm

CORRESP

 January 29, 2025

 BY
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Beverly Singleton

Claire Erlanger

 Jennifer
Angelini

 Geoffrey Kruczek

Re:
 Comment Letter dated January 13, 2025

JBS B.V.

 Amendment No. 4 to
Registration Statement on Form F-4

 Filed November 27, 2024

File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated January 13, 2025 (the “Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 4 to the Registration Statement on Form F-4, filed with the Commission on November 27,
2024 (as may be further amended, the “Registration Statement”).

 Concurrently with the submission of this response
letter, the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 5 to the Registration Statement (“Amendment
No. 5”). Amendment No. 5 includes revised disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments.

To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 5. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 5.

 Amendment to Form F-4 filed November 27, 2024

 Capitalization, page 68

1.
 Refer to the as adjusted column and include as appropriate the respective amount for the equity line item of
share capital - JBS S.A. We note the omission of the amount notwithstanding its inclusion in the computation of total equity and total capitalization within this column. Please revise or advise accordingly.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the page 70 of Amendment No. 4 to
reinstate the applicable amount for the equity line item of share capital - JBS S.A.

 Amendment No. 4 to Registration Statement on Form F-4

 Index to Financial Statements, page F-1

2.
 We note your December 31, 2023, audited financial statements may become older than 12 months at the
date of your next amended registration statement. Please be advised that since this is an initial public offering of your ordinary shares, you are required to provide updated annual financial statements and related disclosures pursuant to Item 8.A.4
of Form 20-F or, if applicable, you should provide the representations required by Instruction 2 to Item 8.A.4 in an exhibit to the filing.

The Company respectfully acknowledges the Staff’s comment and has provided the representations required by Instruction 2 to Item 8.A.4 in
an exhibit to the filing in response. Please see Exhibit 99.8.

 General

3.
 We note your response to prior comment 17. Please revise to prominently disclose in the forepart of your
registration statement (e.g., the cover page, Q&A, and/or summary) the disparate tax treatment, clearly stating that the proposed transaction will trigger recognition of capital gains or losses to
non-controlling shareholders, while it will be a non-recognition event for controlling shareholders. Revise language that refers to the tax treatment in hypothetical
terms, changing “may” to “will,” or include disclosure to explain the related uncertainties. Include relevant cross-references to the related risk factor.

The Company respectfully acknowledges the Staff’s comment and clarifies that it cannot state with certainty that the tax treatment of the
Corporate Restructuring will be disparate for its controlling and non-controlling shareholders because of the uncertainties regarding the U.S. federal income, Brazilian and Dutch tax treatment of the Proposed
Transaction for non-controlling shareholders, which depends on a number of factors, including questions of interpretation of applicable law as well as the individual circumstances of each shareholder, as
discussed in the “Taxation” section of the Registration Statement under the headers “Material U.S. Federal Income Tax Consequences—Consequences of the Proposed Transaction—Consequences of the Merger of Shares and
Redemption,” beginning page 298 of Amendment No. 5, “Material Brazilian Tax Consequences—The Corporate Restructuring,” beginning page 306 of Amendment No. 5, and “Material Dutch Tax
Consequences—The Proposed Transaction,” beginning page 312 of Amendment No. 5.

 For example, as described on page 298 of
Amendment No. 5 under “Material U.S. Federal Income Tax Consequences—Consequences of the Proposed Transaction—Consequences of the Merger of Shares and Redemption,” “The Corporate Restructuring is a novel
transaction, however, that is not clearly addressed by the Code, Treasury Regulations or guidance from the U.S. Department of the Treasury, and this tax treatment is not free from doubt and the IRS could disagree with this treatment. Thus, it is
possible that certain steps of the Corporate Restructuring will be disregarded as transitory for U.S. federal income tax purposes and that the Merger of Shares and Redemption, together with other steps of the Corporate Restructuring, will be treated
as part of an integrated transaction qualifying as a nonrecognition transaction.”

 2

 To highlight the aforementioned uncertainties in the tax treatment of the Proposed
Transaction for non-controlling shareholders, the Company has revised the disclosure in the forepart of the Registration Statement. Please see “Summary—Summary of the Proposed Transaction—Tax
Consequences of the Proposed Transaction” on pages 22-23 of Amendment No. 5 (which includes a cross-reference to the applicable risk factor), and the risk factor entitled “Our ultimate controlling shareholders (through LuxCo)
and our non-controlling shareholders will be treated differently with respect to certain aspects of the Corporate Restructuring” on page 35 of Amendment No. 5.

4.
 Please revise the following risk factors, and disclosure elsewhere as appropriate, to address the following:

•

 ·We note disclosure on page 51 that, “To the extent that any of our suppliers provides incorrect
or incomplete information to the CAR or to us as part of their reporting requirements, we may inadvertently purchase cattle or grain from non-conforming suppliers in violation of our policies, thereby
subjecting ourselves to potential liabilities.” If true, revise to disclose that such purchases would violate applicable laws and regulations, in addition to your policies, and specifically address whether the EUDR would be implicated by such
purchases. Additionally revise to disclose whether and how you seek to verify information provided by your suppliers, or otherwise take steps to seek to prevent and detect non-conforming supply, rather than characterizing purchases as
“inadvertent.”

•

 ·We note disclosure on page 52 that, “Most of the cattle we process are bred and raised by our
suppliers. If we are unable to ensure that the suppliers of the cattle we use in our production process are in compliance with all applicable environmental and human rights laws and regulations, we may be subject to fines and other penalties . . .
.” Revise to clarify whether these references are to your direct suppliers, or include indirect suppliers, and to discuss the steps you take to seek to ensure supplier “compliance of all applicable environmental and human rights laws and
regulations.”

•

 We note your disclosure that the EUDR’s “main obligations will be applicable in December 2024.”
Given its current applicability, revise disclosure referring to the EUDR in prospective or hypothetical terms (for instance, “If we are unable to ensure that we are in compliance with the EUDR, we may be subject to fines and other
penalties”). Your revised disclosure should directly address whether and to what extent you expect to be in compliance with EUDR requirements, taking into account limitations on your ability to monitor direct and/or indirect supplier
compliance.

 In addition, update information related to JBS’s 2022 sustainability report in light of the
publication of JBS’s 2023 sustainability report.

 The Company respectfully acknowledges the Staff’s comment and has revised
the disclosure in response, as follows:

•

 The Company has revised the risk factor entitled “Failure by us to meet the commitments we have made
regarding our cattle and grain supply chains in Brazil may have a material adverse effect on our business and reputation” on pages 52-53 of Amendment No. 5 to disclose that purchases by
non-compliant suppliers would violate applicable laws and regulations, in addition to the Company’s policies. With respect to the EUDR, the Company notes that the applicability of the main obligations of
the EUDR has been postponed to December 2025, as further described below. The Company has also deleted the reference to “inadvertent” purchases in the risk factor. The steps the Company has taken to verify information provided by its
suppliers to prevent and detect non-conforming supply are detailed under “Regulatory—Cattle and Grain Supply Chains and

 3

Deforestation—Brazilian Cattle Supply Chain,” beginning on page 142 of Amendment No. 5. Please see also the risk factor entitled “We may not be able to ensure that
our raw material suppliers are in compliance with all applicable environmental and labor laws and regulations, which could adversely affect our business, financial condition and results of operations” on page 54 of Amendment No. 5.

•

 The Company has revised the risk factor entitled “We may not be able to ensure that our raw material
suppliers are in compliance with all applicable environmental and labor laws and regulations, which could adversely affect our business, financial condition and results of operations” on page 54 of Amendment No. 5 to clarify that most
of the cattle the Company processes are bred and raised by third parties and subcontractors, and that references to compliance with all applicable environmental and human rights laws and regulations apply to direct and indirect suppliers. The steps
the Company has taken to verify supplier compliance with applicable laws and regulations, including development of the Transparent Livestock Platform, which seeks to address the challenges inherent in determining environmental compliance in respect
of the Company’s indirect suppliers, are detailed under “Regulatory—Cattle and Grain Supply Chains and Deforestation—Brazilian Cattle Supply Chain,” beginning on page 142 of Amendment No. 5.

•

 The Company has revised pages 54 and 136 of Amendment No. 5 to reflect that the main obligations of the
EUDR, which were initially expected to become applicable in December 2024, are expected to become applicable in December 2025. In addition, the Company has included additional disclosure on page 136 of Amendment No. 5 to clarify that since the
EUDR came into force, the Company has been monitoring its implementation to ensure full compliance by the date of application. The recent postponement of EUDR allows the Company to improve its due diligence procedures. This includes assessments
related to deforestation, human rights, land use rights, as well as the rights of indigenous peoples and local communities.

In addition, the Company has updated information related to its 2022 sustainability report in light of the publication of its 2023
sustainability report. Please see page 146 of Amendment No. 5.

5.
 We note media reports relating to the treatment of Haitian workers at JBS’s plant in Greeley, Colorado.
Please revise your disclosure relating to worker safety, employee policies, and union relations to specifically discuss the complaints filed by or on behalf of such workers with relevant regulatory authorities, including the Department of Labor and
Equal Employment Opportunity Commission, identifying their basis and status, and assess the material related risks to the Company, including reputational risks.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled “Negative publicity about us,
our directors, our employees, our ultimate controlling shareholders or our industry and damage to our reputation and image or the reputation of our directors, our employees and ultimate controlling shareholder could adversely affect our business,
financial condition, results of operations and future prospects” on pages 60-61 of Amendment No. 5 in response.

6.
 Refer to your added disclosure on page xiii. Please revise to remove any implication that the law you cite
applies to forward-looking statements in this document.

 The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on the page xii of Amendment No. 4 to remove the reference to the law in question.

 * * *

 4

 We appreciate in advance your time and attention to our responses. Should you have any additional questions
or concerns, please contact John R. Vetterli of White & Case LLP at (212) 819-8816 or at jvetterli@whitecase.com or Karen Katri of White & Case LLP at (305)
925-4788 or at karen.katri@whitecase.com.

Very truly yours,

 /s/ Gilberto Tomazoni

Gilberto Tomazoni

Chief Executive Officer

JBS B.V.

cc:
 Guilherme Cavalcanti, Chief Financial Officer

JBS B.V.

Donald E. Baker, Esq.

 John R.
Vetterli, Esq.

 Karen Katri, Esq.

White & Case LLP

 5

January 13, 2025
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 4 to Registration Statement on Form F-4
Filed November 27, 2024
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 24, 2024, letter.
Amendment to Form F-4 filed November 27, 2024
Capitalization, page 68
1.Refer to the as adjusted column and include as appropriate the respective amount for
the equity line item of share capital - JBS S.A. We note the omission of the amount
notwithstanding its inclusion in the computation of total equity and total capitalization
within this column. Please revise or advise accordingly.
Amendment No. 4 to Registration Statement on Form F-4
Index to Financial Statements, page F-1
We note your December 31, 2023, audited financial statements may become older
than 12 months at the date of your next amended registration statement. Please be
advised that since this is an initial public offering of your ordinary shares, you are 2.

January 13, 2025
Page 2
required to provide updated annual financial statements and related disclosures
pursuant to Item 8.A.4 of Form 20-F or, if applicable, you should provide the
representations required by Instruction 2 to Item 8.A.4 in an exhibit to the filing.
General
3.We note your response to prior comment 17. Please revise to prominently disclose in
the forepart of your registration statement ( e.g., the cover page, Q&A, and/or
summary) the disparate tax treatment, clearly stating that the proposed transaction will
trigger recognition of capital gains or losses to non-controlling shareholders, while it
will be a non-recognition event for controlling shareholders. Revise language that
refers to the tax treatment in hypothetical terms, changing "may" to "will," or include
disclosure to explain the related uncertainties. Include relevant cross-references to the
related risk factor.
Please revise the following risk factors, and disclosure elsewhere as appropriate, to
address the following:

•We note disclosure on page 51 that, "To the extent that any of our suppliers
provides incorrect or incomplete information to the CAR or to us as part of their
reporting requirements, we may inadvertently purchase cattle or grain from non-
conforming suppliers in violation of our policies, thereby subjecting ourselves to
potential liabilities." If true, revise to disclose that such purchases would violate
applicable laws and regulations, in addition to your policies, and specifically
address whether the EUDR would be implicated by such purchases. Additionally
revise to disclose whether and how you seek to verify information provided by
your suppliers, or otherwise take steps to seek to prevent and detect non-
conforming supply, rather than characterizing purchases as "inadvertent."

•We note disclosure on page 52 that, "Most of the cattle we process are bred and
raised by our suppliers. If we are unable to ensure that the suppliers of the cattle
we use in our production process are in compliance with all applicable
environmental and human rights laws and regulations, we may be subject to fines
and other penalties . . . ." Revise to clarify whether these references are to your
direct suppliers, or include indirect suppliers, and to discuss the steps you take to
seek to ensure supplier "compliance of all applicable environmental and human
rights laws and regulations."

•We note your disclosure that the EUDR's "main obligations will be applicable in
December 2024." Given its current applicability, revise disclosure referring to the
EUDR in prospective or hypothetical terms (for instance, "If we are unable to
ensure that we are in compliance with the EUDR, we may be subject to fines and
other penalties"). Your revised disclosure should directly address whether and to
what extent you expect to be in compliance with EUDR requirements, taking into
account limitations on your ability to monitor direct and/or indirect supplier
compliance.
 4.

January 13, 2025
Page 3
In addition, update information related to JBS's 2022 sustainability report in light of
the publication of JBS's 2023 sustainability report.
5.We note media reports relating to the treatment of Haitian workers at JBS's plant in
Greeley, Colorado. Please revise your disclosure relating to worker safety, employee
policies, and union relations to specifically discuss the complaints filed by or on
behalf of such workers with relevant regulatory authorities, including the Department
of Labor and Equal Employment Opportunity Commission, identifying their basis and
status, and assess the material related risks to the Company, including reputational
risks.
6.Refer to your added disclosure on page xiii.  Please revise to remove any implication
that the law you cite applies to forward-looking statements in this document.
            Please contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-3301
if you have questions regarding comments on the financial statements and related
matters. Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:John Vetterli

CORRESP
1
filename1.htm

CORRESP

 November 26, 2024

 BY
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
   Beverly Singleton

 
   Claire Erlanger

 
   Jennifer Angelini

 
   Geoffrey Kruczek

Re:
   Comment Letter dated July 24, 2024

 
   JBS B.V.

 
   Amendment No. 3 to Registration Statement on Form
F-4

 
   Filed June 24, 2024

 
   File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated July 24, 2024 (the “Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 3 to the Registration Statement on Form F-4, filed with the Commission on June 24, 2024 (as
may be further amended, the “Registration Statement”).

 Concurrently with the submission of this response letter, the
Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 4 to the Registration Statement (“Amendment
No. 4”). Amendment No. 4 includes revised disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments. In addition, Amendment No. 4
includes JBS S.A.’s unaudited consolidated financial information as of September 30, 2024 and for the three- and nine-month periods ended September 30, 2024 and 2023, and the related notes thereto.

To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 4. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 4.

 Amendment to Form F-4 filed June 24, 2024

Cover Page

1.
 We note your response to our prior comment 26 and reissue it in part. Please revise disclosure on the
prospectus cover regarding the risks related to the controlling stake and management roles of Joesley and Wesley Batista to specifically address their record of illicit conduct, ongoing criminal investigations and/or proceedings, and potential for
future illicit conduct, together with the material related risks to the company and shareholders. Include conforming changes to the disclosure appearing on page xxxiii.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page and on
pages xxxiv-xxxv of Amendment No. 4 in response.

 Summary, page 1

2.
 Please revise your summary to provide a more balanced discussion of your company. Balance the discussion of
your strengths with an equally prominent discussion of your weaknesses, such as your significant levels of indebtedness and potential costs associated with legal proceedings and government investigations. Balance the graphics highlighting net
revenue growth and adjusted EBITDA growth with equally prominent disclosure of year-over-year financial measures, such as operating income and net income, which would show a different trend over that same period.

The Company respectfully acknowledges the Staff’s comment and has revised the sections entitled “Summary—JBS
S.A.—Overview” on page 5 of Amendment No. 4 and “Summary—JBS S.A.—Other Considerations” on pages 8-9 of Amendment No. 4 in response.

Risk Factors, page 24

3.
 We note disclosure on page 46 that indicates the contract terms governing your existing debt permit you to
incur significant additional indebtedness in the future, but also that your debt agreements contain covenants that restrict your ability to incur additional indebtedness. Please revise to reconcile or otherwise to clarify whether and to what extent
your ability to incur additional indebtedness is constrained. Additionally revise your disclosure to more fully describe the covenants and limitations to which you are subject (or cross-reference to existing disclosure), disclose whether you are in
compliance with such covenants as of the date of your prospectus, and discuss the risks to the company if you fail to comply therewith.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled “We are not prohibited from
incurring significantly more debt” on pages 48-49 of Amendment No. 4 and the section entitled “Description of Material Indebtedness” on pages 206-212 of Amendment No. 4 in response.

Failure by us to achieve our sustainability performance targets...., page 46

4.
 We note your disclosure that “the mere setting of these [climate reduction] goals may subject JBS S.A.
and its affiliates and, in some instances already [has] subjected JBS USA, to criticism, investigations, regulatory enforcement, litigation, or other risk.” To the extent these identified risks have been realized, please expand your disclosure
to identify and describe them, including cross-references as appropriate to more detailed disclosure elsewhere. Without limitation, explain what such investigations, regulatory enforcement, litigation, etc., is based upon and identify the related
claims.

 The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled
“Failure by us to achieve our sustainability performance targets may result in increased interest payments under future financings and harm to our reputation” on page 50 of Amendment No. 4 in response.

 2

 Unfavorable decisions in . . . proceedings and government investigations may adversely affect us, page
48

5.
 Please revise to quantify the lawsuits, or portion thereof, for which provisions have not been made and to
identify the specific related risks, including potential liquidity impacts. In this regard, we note disclosure on page 142 regarding $3.1 billion of civil, tax, and labor proceedings with possible loss potential for which you have not
recognized provisions.

 The Company respectfully acknowledges the Staff’s comment and has revised the risk
factor entitled “Unfavorable decisions in legal, administrative, antitrust or arbitration proceedings and government investigations may adversely affect us” on page 52 of Amendment No. 4 in response.

Media campaigns related to food production; regulatory and customer focus...., page 55

6.
 Your revisions in response to our prior comment 8 indicate that you “have not experienced any material
boycotts to date.” Please clarify what you mean by the limiting language of “material” boycotts. In addition, please revise your disclosure to discuss how regulation and consumer concerns relating to animal welfare affects your
business, financial condition, and results of operation, including material related risks. Revise your regulatory section as appropriate to disclose the animal welfare regulation to which you are subject.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factors entitled “Media campaigns related to
food production; regulatory and customer focus on environmental, social and governance responsibility; and increased focus and attention by the U.S. government and other stakeholders on the meat processing industry and
ESG-related issues could expose us to additional costs or risks” on pages 59-60 of Amendment No. 4 and “Our businesses are subject to government policies and extensive regulations
affecting the beef, pork and poultry industries” on pages 63 of Amendment No. 4 and the added a section entitled “Animal Welfare Regulations” on pages 137-138 of Amendment No. 4 in response.

The Proposed Transaction

 Class A
Conversion Period, page 82

7.
 We note your response to prior comment 14 refers only to one example of what you consider “proof
satisfactory.” Revise to include a complete list of what will constitute proof satisfactory, so that investors are fully aware of each option available to them. Include any applicable timing limitations as to furnishing such proof.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 87-88 and 243
of Amendment No. 4 in response.

 Principal Shareholders, page 206

8.
 Please revise the footnotes to the tables on pages 208-13 to more
fully describe the ownership of LuxCo, including by identifying the individuals who exercise voting and dispositive rights and are the beneficial owners of the shares held by LuxCo. Quantify the respective ownership percentages of your ultimate
controlling shareholders and/or describe any shared voting and other arrangements, both with respect to LuxCo and with respect to J&F in the table on page 206.

The Company respectfully acknowledges the Staff’s comment and has revised the section entitled “Principal Shareholders”
beginning on page 221 of Amendment No. 4 in response.

 3

9.
 Please revise the tables of beneficial ownership on pages 210-13 to
complete the blanks, particularly those for Wesley and Joesley Batista.

 The Company respectfully acknowledges the
Staff’s comment and has revised the section entitled “Principal Shareholders—JBS N.V.—Interests of Certain Persons in the Proposed Transaction” beginning on page 225 of Amendment No. 4 in response.

 December 31, 2023 Audited Financial Statements

Statements of Income, page F-63

10.
 We note that the other income and other expense line items on the audited statement of income are material
to your net loss for the year ended December 31, 2023. Please revise the notes to your financial statements to include disclosure of any significant amounts included in these line items. See guidance in paragraph 97 and 98 of IAS 1.
Additionally, please revise your Results of Operations section in MD&A to discuss the changes in these line items between periods presented.

The Company respectfully acknowledges the Staff’s comment and has added Note 26.1 to JBS S.A.’s audited financial statements
beginning on page F-157 of Amendment No. 4 and revised the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of
Results” on pages 176, 183 and 191 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 24.1 to JBS S.A.’s unaudited interim financial statements beginning on page F-44 of Amendment No. 4.

 Note 19. Provisions for legal proceedings, page
F-128

11.
 We have reviewed your response to prior comment 22 and note you have proposed revisions beginning with the
financial statements as of and for the year ended December 31, 2024. We further note that these revisions include additional detail related to your provision categories by jurisdiction, as well as a new structure for the narrative disclosure.
However, we believe an investor’s understanding of your legal proceedings as proposed in your supplemental response should be included in your current audited financial statements. In this regard, your current disclosure does not correlate the
disclosed proceedings with the class of provision and related amounts recognized, as required by paragraph 85 of IAS 37, or include the additional disclosures required by paragraphs 85-86 of IAS 37. These
disclosure should include any uncertainties relating to amount or timing of outflow, which could be in addition to provision recognized, and estimates of financial effect of any contingent liabilities related to any disclosed proceedings. Please
revise your current disclosure accordingly.

 The Company respectfully acknowledges the Staff’s comment and has
revised Note 19 to JBS S.A.’s audited financial statements beginning on page F-131 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 18 to JBS
S.A.’s unaudited interim financial statements beginning on page F-35 of Amendment No. 4.

12.
 We have reviewed your response to prior comment 23. We believe this disclosure should be included in the
audited financial statements for the year ended December 31, 2023. In this regard, please revise your disclosure to indicate that the aggregate sum of US$3.14 billion corresponds to nearly 15,000 separate legal proceeding, encompassing
labor, civil, and tax claims, all of which are unrelated to any of the legal proceedings already described. Additionally, please revise to address the disclosure requirements in paragraph 86 of IAS 37 as they relates to these claims with possible
loss potential.

 The Company respectfully acknowledges the Staff’s comment and has revised Note 19 to JBS
S.A.’s audited financial statements beginning on page F-131 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 18 to JBS S.A.’s unaudited
interim financial statements beginning on page F-35 of Amendment No. 4.

 4

13.
 We have reviewed your response to prior comment 24 and note that the restructuring charges do not pertain to
a provision, as the expenses were incurred and settled during 2023. Given the significance of the restructuring charges in relation to your net loss for the year ended December 31, 2023, please consider disclosing the nature of these charges
within your MD&A - Results of Operations discussion. Also, please revise the notes to the financial statements to discuss the terms of the restructuring initiatives and expenses recognized, including a tabular presentation of the changes in the
restructuring provision and remaining obligations, if any, as of the end of each reporting period. Refer to IAS 37, paragraph 84 and paragraph 98 of IAS 1.

The Company respectfully acknowledges the Staff’s comment and has revised Note 26.1 to JBS S.A.’s audited financial statements
beginning on page F-157 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 24.1 to JBS S.A.’s unaudited interim financial statements beginning on
page F-44 of Amendment No. 4.

 Note 25. Operating Segments, page
F-142

14.
 We have reviewed your response to prior comment 25 and note you proposal to revise your disclosure beginning
with the financial statements as of and for the year ended December 31, 2024. We believe your presentation should instead be revised in the financial statements currently provided in the filing for all periods presented. Please revise
accordingly.

 The Company respectfully acknowledges the Staff’s comment and has revised Note 25 to JBS
S.A.’s audited financial statements on page F-151 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 23 to JBS S.A.’s unaudited interim
financial statements beginning on page F-39 of Amendment No. 4.

 General

15.
 We note your response to our prior comments 15 and 18. Please add risk factor disclosure discussing the
potential material risks related to your grain supply chain, analogous to the risk factor discussing your cattle supply chain on page 49. Without limitation, specifically discuss risks associated with the differing levels of monitoring and
protection regarding direct and indirect suppliers, the Amazon and other biomes, and Brazilian and non-Brazilian sources of supply discussed on page 136.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled “Failure by us to meet the
commitments we have made regarding our cattle and grain supply chains in Brazil may have a material adverse effect on our business and reputation” on pages 50-51 of Amendment No. 4 in response.

16.
 We note your revisions and response to our prior comment 19 that opinion references have been deleted, and
you do not intend to file the consent or opinion of legal advisors in this regard. However, such references continue to appear within the notes

July 24, 2024
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 3 to Registration Statement on Form F-4
Filed June 24, 2024
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment to Form F-4 filed June 24, 2024
Cover Page
1.We note your response to our prior comment 26 and reissue it in part. Please revise
disclosure on the prospectus cover regarding the risks related to the controlling stake and
management roles of Joesley and Wesley Batista to specifically address their record of
illicit conduct, ongoing criminal investigations and/or proceedings, and potential for
future illicit conduct, together with the material related risks to the company and
shareholders. Include conforming changes to the disclosure appearing on page xxxiii.
Summary, page 1
Please revise your summary to provide a more balanced discussion of your company.
Balance the discussion of your strengths with an equally prominent discussion of your
weaknesses, such as your significant levels of indebtedness and potential costs associated
with legal proceedings and government investigations. Balance the graphics highlighting
net revenue growth and adjusted EBITDA growth with equally prominent disclosure of 2.

July 24, 2024
Page 2
year-over-year financial measures, such as operating income and net income, which
would show a different trend over that same period.
Risk Factors, page 24
3.We note disclosure on page 46 that indicates the contract terms governing your existing
debt permit you to incur significant additional indebtedness in the future, but also that
your debt agreements contain covenants that restrict your ability to incur additional
indebtedness. Please revise to reconcile or otherwise to clarify whether and to what extent
your ability to incur additional indebtedness is constrained. Additionally revise your
disclosure to more fully describe the covenants and limitations to which you are subject
(or cross-reference to existing disclosure), disclose whether you are in compliance with
such covenants as of the date of your prospectus, and discuss the risks to the company if
you fail to comply therewith.
Failure by us to achieve our sustainability performance targets...., page 46
4.We note your disclosure that “the mere setting of these [climate reduction] goals may
subject JBS S.A. and its affiliates and, in some instances already [has] subjected JBS
USA, to criticism, investigations, regulatory enforcement, litigation, or other risk.” To the
extent these identified risks have been realized, please expand your disclosure to identify
and describe them, including cross-references as appropriate to more detailed disclosure
elsewhere. Without limitation, explain what such investigations, regulatory enforcement,
litigation, etc., is based upon and identify the related claims.
Unfavorable decisions in . . . proceedings and government investigations may adversely affect us,
page 48
5.Please revise to quantify the lawsuits, or portion thereof, for which provisions have not
been made and to identify the specific related risks, including potential liquidity impacts.
In this regard, we note disclosure on page 142 regarding $3.1 billion of civil, tax, and
labor proceedings with possible loss potential for which you have not recognized
provisions.
Media campaigns related to food production; regulatory and customer focus...., page 55
6.Your revisions in response to our prior comment 8 indicate that you "have not
experienced any material boycotts to date." Please clarify what you mean by the limiting
language of "material" boycotts. In addition, please revise your disclosure to discuss how
regulation and consumer concerns relating to animal welfare affects your business,
financial condition, and results of operation, including material related risks. Revise your
regulatory section as appropriate to disclose the animal welfare regulation to which you
are subject.
The Proposed Transaction
Class A Conversion Period, page 82
7.We note your response to prior comment 14 refers only to one example of what you
consider "proof satisfactory." Revise to include a complete list of what will constitute
proof satisfactory, so that investors are fully aware of each option available to them.
Include any applicable timing limitations as to furnishing such proof.

July 24, 2024
Page 3
Principal Shareholders, page 206
8.Please revise the footnotes to the tables on pages 208-13 to more fully describe the
ownership of LuxCo, including by identifying the individuals who exercise voting and
dispositive rights and are the beneficial owners of the shares held by LuxCo. Quantify the
respective ownership percentages of your ultimate controlling shareholders and/or
describe any shared voting and other arrangements, both with respect to LuxCo and with
respect to J&F in the table on page 206.
9.Please revise the tables of beneficial ownership on pages 210-13 to complete the blanks,
particularly those for Wesley and Joesley Batista.
December 31, 2023 Audited Financial Statements
Statements of Income, page F-63
10.We note that the other income and other expense line items on the audited statement of
income are material to your net loss for the year ended December 31, 2023. Please revise
the notes to your financial statements to include disclosure of any significant amounts
included in these line items. See guidance in paragraph 97 and 98 of IAS 1. Additionally,
please revise your Results of Operations section in MD&A to discuss the changes in these
line items between periods presented.
Note 19. Provisions for legal proceedings, page F-128
11.We have reviewed your response to prior comment 22 and note you have proposed
revisions beginning with the financial statements as of and for the year ended December
31, 2024. We further note that these revisions include additional detail related to your
provision categories by jurisdiction, as well as a new structure for the narrative disclosure.
However, we believe an investor's understanding of your legal proceedings as proposed in
your supplemental response should be included in your current audited financial
statements. In this regard, your current disclosure does not correlate the disclosed
proceedings with the class of provision and related amounts recognized, as required by
paragraph 85 of IAS 37, or include the additional disclosures required by paragraphs 85-
86 of IAS 37. These disclosure should include any uncertainties relating to amount or
timing of outflow, which could be in addition to provision recognized, and estimates of
financial effect of any contingent liabilities related to any disclosed proceedings. Please
revise your current disclosure accordingly.
12.We have reviewed your response to prior comment 23. We believe this disclosure should
be included in the audited financial statements for the year ended December 31, 2023. In
this regard, please revise your disclosure to indicate that the aggregate sum of US$3.14
billion corresponds to nearly 15,000 separate legal proceeding, encompassing labor, civil,
and tax claims, all of which are unrelated to any of the legal proceedings already
described. Additionally, please revise to address the disclosure requirements in paragraph
86 of IAS 37 as they relates to these claims with possible loss potential.
We have reviewed your response to prior comment 24 and note that the restructuring
charges do not pertain to a provision, as the expenses were incurred and settled during
2023. Given the significance of the restructuring charges in relation to your net loss for
the year ended December 31, 2023, please consider disclosing the nature of these charges 13.

July 24, 2024
Page 4
within your MD&A - Results of Operations discussion. Also, please revise the notes to
the financial statements to discuss the terms of the restructuring initiatives and expenses
recognized, including a tabular presentation of the changes in the restructuring provision
and remaining obligations, if any, as of the end of each reporting period. Refer to IAS 37,
paragraph 84 and paragraph 98 of IAS 1.
Note 25. Operating Segments, page F-142
14.We have reviewed your response to prior comment 25 and note you proposal to revise
your disclosure beginning with the financial statements as of and for the year ended
December 31, 2024. We believe your presentation should instead be revised in the
financial statements currently provided in the filing for all periods presented. Please revise
accordingly.
General
15.We note your response to our prior comments 15 and 18. Please add risk factor disclosure
discussing the potential material risks related to your grain supply chain, analogous to the
risk factor discussing your cattle supply chain on page 49. Without limitation, specifically
discuss risks associated with the differing levels of monitoring and protection regarding
direct and indirect suppliers, the Amazon and other biomes, and Brazilian and non-
Brazilian sources of supply discussed on page 136.
16.We note your revisions and response to our prior comment 19 that opinion references
have been deleted, and you do not intend to file the consent or opinion of legal advisors in
this regard. However, such references continue to appear within the notes to your
financial statements, including on pages F-10 and F-170. Accordingly, we reissue our
comment to identify the legal advisors and file the consent and opinion referenced, or
alternatively revise to clarify that this is not a legal opinion.
17.We note your revised disclosure that the proposed transactions are now expected to be
taxable under U.S. federal income tax law. Please tell us why, with a view to disclosure,
this tax determination has changed at this point in the restructuring process. Without
limitation, discuss whether the controlling shareholder contributions made to date have
resulted in the changed U.S. tax treatment and, if so, discuss whether and how the
interests of non-controlling shareholders were considered in determining the timing of
these contributions. We further note your disclosure that the proposed transactions are not
expected to be taxable to the controlling shareholders. Please revise your prospectus to
disclose in a prominent location the disparate tax treatment of controlling and non-
controlling shareholders in connection with the restructuring. Additionally revise your
risk factors to disclose the tax aspects of the restructuring as a specific example of the
non-aligned interests of your controlling shareholders with the interests of your non-
controlling shareholders.
We note disclosure on page 46 that an inability to repay or refinance current or non-
current loans and financings could have a material adverse effect on your financial
condition. Please revise your disclosure here and/or in another appropriate section to more
fully discuss the specific consequences that may arise due to your indebtedness and other
liabilities (disclosed to total $31.3 billion as of March 31, 2024), including by specifically
addressing the potential impacts on your working capital and other factors identified in 18.

July 24, 2024
Page 5
your liquidity section on pages 182-83. For example, will you need to divert cash from
other areas of your business or seek to refinance outstanding debt in the future? Please
also revise disclosure that you believe available cash and credit will be sufficient for the
“foreseeable future” to clarify the time period this relates to and to identify material
underlying assumptions, for instance regarding the “economic, financial, industry,
legislative, regulatory and other factors beyond [y]our control.”
19.We note your disclosure that the controlling shareholders "will only vote in favor of the
Merger of Shares (and ancillary matters) and the Cash Dividend if the Delisting is
approved and only if their votes are necessary to reach the minimum required affirmative
votes. Otherwise, JBS S.A.'s direct controlling shareholders will abstain from voting on
such matters." Please revise to clarify when and how the controlling shareholders will
exercise their vote. Clearly state, if true, that the controlling shareholders will vote to
secure approval in the event that these matters would otherwise be rejected by the vote of
the non-controlling shareholders. Disclose in this context that the transactions thus may be
approved by just 1.5% of the non-controlling shareholders voting in favor.
            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 Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:John Vetterli

CORRESP
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CORRESP

 June 24, 2024

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Beverly Singleton

 Claire Erlanger

 Jennifer Angelini

 Geoffrey Kruczek

Re:
 Comment Letter dated May 23, 2024

JBS B.V.

 Amendment No. 2 to
Registration Statement on Form F-4

 Filed March 27, 2024

File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated May 23, 2024 (the “Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 2 to the Registration Statement on Form F-4, filed with the Commission on March 27, 2024 (as
may be further amended, the “Registration Statement”).

 Concurrently with the submission of this response letter, the
Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, Amendment No. 3 to the Registration Statement (“Amendment
No. 3”). Amendment No. 3 includes revised disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments. In addition, Amendment No. 3
includes JBS S.A.’s unaudited consolidated financial information as of March 31, 2024 and for the three-month periods ended March 31, 2024 and 2023, and the related notes thereto.

To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 3. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.

 Amendment to Form F-4 filed March 27, 2024

Presentation of Financial and Other Information

Financial Statements, page xiv

1.
 We note the first phase of the Controlling Shareholder Contribution occurred on December 22, 2023, as a
result of which, as of the date of the prospectus, J&F and Brazil HoldCo are the direct controlling shareholders of JBS S.A. We also note as of the date of the prospectus, JBS N.V. the issuer, is a wholly-owned subsidiary of LuxCo and holds,
through Brazil HoldCo, 24.79% of the JBS S.A. common shares. Please disclose if JBS N.V. held this same ownership percentage in JBS S.A. as of the fiscal year ended December 31, 2023, and tell us the consideration given to providing separate
audited financial statements of JBS N.V. as issuer, as of and for the year ended December 31, 2023, reflecting any assets, liabilities, revenues, or operations since having been transferred an indirect ownership interest in JBS S.A. To the
extent the amounts are not material or not relevant because of the successor/predecessor relationship, please provide disclosure to that effect.

The Company respectfully acknowledges the Staff’s comment and discloses on page xv of Amendment No. 3 that although JBS N.V.
indirectly held 24.79% of the JBS S.A. Common Shares as of December 31, 2023, the Company has not provided separate financial statements of JBS N.V. as of and for the year ended December 31, 2023 (or for any subsequent interim period) in
the prospectus, considering that JBS N.V. has no revenues or business operations or material assets, liabilities or contingencies, apart from its non-controlling stake in JBS S.A. Accordingly, the separate
financial statements of JBS N.V. as of and for the year ended December 31, 2023 would not provide any relevant information to investors that is not already included in the corresponding consolidated financial statements of JBS S.A. (JBS
N.V.’s predecessor for accounting purposes), which are included elsewhere the prospectus.

 Questions and Answers about the Proposed
Transaction....

 Questions and Answers about JBS N.V. and the Conversion, page xxx

2.
 Please revise this section to disclose the management roles of Joesley and Wesley Batista with the
registrant and J&F, current and expected. In this regard, we note the Form 6-K filed by JBS S.A. on May 6, 2024, reports that shareholders approved the appointment of Joesley and Wesley Batista to its
board of directors. Discuss expectations regarding potential management roles in concrete terms, including expected timing and avoiding hypothetical language. Please also tell us why the results reported in the Form
6-K filed on April 23, 2024, appear to indicate that shareholders rejected the appointment of Joesley and Wesley Batista, yet are now approved.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages xxxiii and 52 of Amendment
No. 3 in response. In addition, the Company clarifies that the results of the extraordinary shareholders’ meeting reported in JBS S.A.’s Form 6-K furnished on April 23, 2024 refer to the
preliminary results from early voting, as required to be disclosed by Brazilian law. These results did not include the shares voted in person at the shareholders’ meeting on April 26, 2024. JBS S.A. reported the final results of the
extraordinary shareholders’ meeting on Form 6-K on May 6, 2024, which show that Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista were elected by majority vote of the
shareholders of JBS S.A. to serve on JBS S.A.’s board of directors for the ongoing term ending in 2025.

 What are the differences between the
rights of JBS S.A. Shareholders...., page xxxv

3.
 Please revise the reference to “SEC regulation” to reflect that JBS S.A. is currently a reporting
company under the Securities Exchange Act of 1934.

 The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page xxxvii of Amendment No. 3 in response.

 2

 Summary

JBS S.A. - Description of Business Segments, page 5

4.
 Refer to the last sentence in the discussion of Beef North America. Please clarify if Adjusted EBITDA should
instead be US$114.2 million. Your current disclosure indicates the amount is in billions.

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 101 of Amendment No. 3 in response.

Summary of the Proposed Transaction, page 10

5.
 Please revise to include the diagram that appears on page 70. Additionally revise your disclosure to briefly
discuss the risks associated with the concentration of voting power, the legal matters involving Joesley and Wesley Batista, and the management roles of Joesley and Wesley Batista following the proposed transaction, together with cross-references,
including page numbers, to the complete discussion of these matters elsewhere in the prospectus.

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 18 of Amendment No. 3 in response.

 Risk
Factors, page 21

6.
 We note your disclosure that BNDESPar owns 20.8% of JBS S.A., its Board of Executive Officers is responsible
for voting decisions, and there is no voting agreement or understanding with BNDESPar. Please add disclosure assessing whether and how the interests of BNDESPar may differ from those of JBS’s public shareholders. Address potential divestment,
political considerations, and other factors that may influence BNDESPar as a government-controlled entity. Disclose material related risks, including the potential impact on the shareholder vote to approve the proposed transaction.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages xxix and 33
of Amendment No. 3 in response.

 Our ultimate controlling shareholders have influence over the conduct of our business...., page 48

7.
 We note you have removed discussion of increased voting power from this risk factor. Please revise to
highlight that the voting power of Joesley and Wesley Batista will increase significantly, from 48.48% to 84.85%, as a result of the corporate restructuring, and that their ability to influence the company will be greater as a result of such
concentrated control. Reinstate disclosure regarding the possibility of related party transactions with companies in which the ultimate controlling shareholders have an interest (i.e., “JBS S.A. or other companies in which
our ultimate controlling shareholders have an interest may engage in transactions with JBS USA or its subsidiaries”). Additionally reinstate the impact on share value as a potential consequence of the risks identified.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 52 and 53 of
Amendment No. 3 in response.

 3

 Media campaigns related to food production; regulatory and customer focus...., page 50

8.
 We note your revised disclosure regarding the increasing focus on “our business practices and policies,
especially as they relate to the environment, climate change, health and safety, supply chain management, diversity, labor conditions and human rights, both in our own operations and in our supply chain.” Please further revise your disclosure
to specifically address the risk of boycotts against your company and its products. Discuss boycotts you have experienced to date, including quantification of the impacts, and the potential for future boycotts.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 55 of Amendment No. 3 in
response.

 Capitalization, page 59

9.
 We note disclosure elsewhere in the filing, such as pages xv and 186, that you are planning for the issuance
or transfer of JBS N.V. Class A Common Shares to certain members of your senior management as a performance bonus for the successful completion of the Proposed Transaction, which appear to be in addition to those shares which will result from
the Exchange Ratio. Please provide similar disclosure in a footnote to the Capitalization table to disclose this planned issuance. Also, please disclose why the bonus shares are not reflected in the as adjusted column, the estimated value of such
shares in the form of stock compensation, and your intended accounting treatment for the shares.

 The Company
respectfully acknowledges the Staff’s comment and has revised footnote (1) to the Capitalization table on page 65 of Amendment No. 3 to include a reference to the potential issuance or transfer of JBS N.V. Class A Common
Shares to certain members of senior management as a performance bonus for the successful completion of the Proposed Transaction. These bonus shares are not reflected in the “as adjusted” column because the total number of bonus shares that
may be issued or transferred is not known at this time. However, the Company does not expect this number to be material. As disclosed on page 65 of Amendment No. 3, these bonus shares are not expected to exceed 1% in the aggregate of the
total number of JBS N.V. Common Shares outstanding. The intended accounting treatment for the bonus shares has not yet been determined but will be included in the notes to future financial statements of the Company, as required, in accordance with
applicable accounting rules.

 Per Share, Dividend and Market Price Data, page 61

10.
 Refer to the tabular data of JBS N.V. (Pro Forma). Please advise why the amount of pro forma total equity
for each of the periods presented would not include the payment of the Cash Dividend upon the completion of the proposed transaction, which is assumed to have occurred on January 1, 2021.

The Company respectfully acknowledges the Staff’s comment and has revised the pro forma tabular data of JBS N.V. on page 67 of
Amendment No. 3 to include the payment of the Cash Dividend.

 4

 The Proposed Transaction, page 67

11.
 Please revise your disclosure to separately list each transfer of securities in the restructuring process,
clearly identifying and quantifying the securities and parties involved. Without limitation, your revisions should address the following items:

•

 The sum of 241,969,477 Class A and 295,750,472 Class B shares disclosed to be held by LuxCo does not
appear to equal the sum of 369,918,510 and 180,010,329 shares transferred by J&F and FIP Formosa, nor the 2:1 exchange ratio; revise to reconcile.

•

 The shares disclosed to be held by LuxCo on page 204 (243,704,227 Class A and 298,310,722 Class B) does
not appear to be consistent with disclosure elsewhere; please reconcile.

•

 Reconcile apparently inconsistent disclosure describing the second phase; for example, and without limitation, in
the final two paragraphs on page 67 and the timetable on page iii.

 The Company respectfully acknowledges the
Staff’s comment and clarifies that the sum of 241,969,477 JBS N.V. Class A Common Shares and 295,750,472 JBS N.V. Class B Common Shares to be held by LuxCo following the Controlling Shareholder Contributions (equivalent to 537,709,949
JBS N.V. Common Shares) does not equal the disclosed sum of 369,918,510 and 180,010,329 JBS S.A. Common Shares transferred by J&F and FIP Formosa to Brazil HoldCo (equivalent to 549,928,839 JBS S.A. Common Shares), nor the 2:1 exchange ratio
because the aggregate 549,928,839 JBS S.A. Common Shares transferred by J&F and FIP Formosa represent the JBS S.A. Common Shares transferred during the first phase of the Controlling Shareholder Contributions (whereby Brazil HoldCo became a
direct holder of 24.79% of the total capital stock of JBS S.A.), whereas the 537,709,949 JBS N.V. Common Shares represent the total number of JBS N.V. Common Shares to be held by LuxCo following the completion of the second phase of the Controlling
Shareholder Contributions. In the second phase of the Controlling Shareholder Contributions, J&F will contribute and transfer the remainder of its JBS S.A. Common Shares (or 525,491,059 JBS S.A. Common Shares) to Brazil HoldCo, following which
Brazil HoldCo will hold 1,075,419,898 JBS S.A. Common Shares, or 48.48% of the total capital stock of JBS S.A., and LuxCo will hold 537,709,949 JBS N.V. Common Shares, or 48.48% of the total capital stock of JBS N.V., representing the 2:1 exchange
ratio. The Company has included clarifying disclosure on the Explanatory Note and pages xvi, xxxii, 72, 89, 94 and 289 of Amendment No. 3, including a reconciliation of the previously inconsistent disclosure describing the second phase.

Furthermore, the Company believes that listing and quantifying the securities to be issued during the intermediary steps of the Controlling
Shareholder Contributions (such as the number of Brazil HoldCo shares that were issued and transferred to the various parties) would add a layer of complexity to the disclosure that is not material to investors.

With respect to the disclosure under “Description of Capital Stock—Description of Share Capital,” the Company clarifies
that it reflects the current capital structure of JBS N.V. following the first phase of the Controlling Shareholder Contributions, consisting of 868,204,227 Class A Common Shares, of which 624,5000,000 are held by JBS B.V. and 243,704,227 are
held by LuxCo, and 298,310,722 Class B Common Shares, all of which are held by LuxCo, rather than the capital structure of JBS N.V. immediately following the completion of the Proposed Transaction, which will consist of 813,317,713 Class A
Common Shares, of which 241,969,477 will be held by LuxCo and 571,348,236 will be held by JBS S.A.’s non-controlling shareholders, and 295,740,472 Class B Common Shares, all of which will be held by
LuxCo. Prior to the Merger of Shares, JBS B.V. intends to restructure its share capital, by cancelling shares, in order to reconcile its current capital structure with its intended capital structure. The Company has included clarifying disclosure on
page 222 of Amendment No

United States securities and exchange commission logo
May 23, 2024
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 2 to Registration Statement on Form F-4
Filed March 27, 2024
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 12, 2023, letter.
Amendment to Form F-4 filed March 27, 2024
Presentation of Financial and Other Information
Financial Statements, page xiv
1.We note the first phase of the Controlling Shareholder Contribution occurred on
December 22, 2023, as a result of which, as of the date of the prospectus, J&F and Brazil
HoldCo are the direct controlling shareholders of JBS S.A. We also note as of the date of
the prospectus, JBS N.V. the issuer, is a wholly-owned subsidiary of LuxCo and holds,
through Brazil HoldCo, 24.79% of the JBS S.A. common shares. Please disclose if JBS
N.V. held this same ownership percentage in JBS S.A. as of the fiscal year ended
December 31, 2023, and tell us the consideration given to providing separate audited
financial statements of JBS N.V. as issuer, as of and for the year ended December 31,
2023, reflecting any assets, liabilities, revenues, or operations since having been
transferred an indirect ownership interest in JBS S.A. To the extent the amounts are not

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 May 23, 2024 Page 2
 FirstName LastNameGilberto Tomazoni
JBS B.V.
May 23, 2024
Page 2
material or not relevant because of the successor/predecessor relationship, please provide
disclosure to that effect.
Questions and Answers about the Proposed Transaction....
Questions and Answers about JBS N.V. and the Conversion, page xxx
2.Please revise this section to disclose the management roles of Joesley and Wesley Batista
with the registrant and J&F, current and expected. In this regard, we note the Form 6-K
filed by JBS S.A. on May 6, 2024, reports that shareholders approved the appointment of
Joesley and Wesley Batista to its board of directors. Discuss expectations regarding
potential management roles in concrete terms, including expected timing and avoiding
hypothetical language. Please also tell us why the results reported in the Form 6-K filed
on April 23, 2024, appear to indicate that shareholders rejected the appointment of Joesley
and Wesley Batista, yet are now approved.
What are the differences between the rights of JBS S.A. Shareholders...., page xxxv
3.Please revise the reference to "SEC regulation" to reflect that JBS S.A. is currently a
reporting company under the Securities Exchange Act of 1934.
Summary
JBS S.A. - Description of Business Segments, page 5
4.Refer to the last sentence in the discussion of Beef North America. Please clarify if
Adjusted EBITDA should instead be US$114.2 million. Your current disclosure indicates
the amount is in billions.

Summary of the Proposed Transaction, page 10
5.Please revise to include the diagram that appears on page 70. Additionally revise your
disclosure to briefly discuss the risks associated with the concentration of voting power,
the legal matters involving Joesley and Wesley Batista, and the management roles of
Joesley and Wesley Batista following the proposed transaction, together with cross-
references, including page numbers, to the complete discussion of these matters elsewhere
in the prospectus.
Risk Factors, page 21
6.We note your disclosure that BNDESPar owns 20.8% of JBS S.A., its Board of Executive
Officers is responsible for voting decisions, and there is no voting agreement or
understanding with BNDESPar. Please add disclosure assessing whether and how the
interests of BNDESPar may differ from those of JBS's public shareholders. Address
potential divestment, political considerations, and other factors that may influence
BNDESPar as a government-controlled entity. Disclose material related risks, including
the potential impact on the shareholder vote to approve the proposed transaction.

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 May 23, 2024 Page 3
 FirstName LastNameGilberto Tomazoni
JBS B.V.
May 23, 2024
Page 3
Our ultimate controlling shareholders have influence over the conduct of our business...., page 48
7.We note you have removed discussion of increased voting power from this risk factor.
Please revise to highlight that the voting power of Joesley and Wesley Batista will
increase significantly, from 48.48% to 84.85%, as a result of the corporate restructuring,
and that their ability to influence the company will be greater as a result of such
concentrated control. Reinstate disclosure regarding the possibility of related party
transactions with companies in which the ultimate controlling shareholders have an
interest (i.e., "JBS S.A. or other companies in which our ultimate controlling shareholders
have an interest may engage in transactions with JBS USA or its subsidiaries").
Additionally reinstate the impact on share value as a potential consequence of the risks
identified.
Media campaigns related to food production; regulatory and customer focus...., page 50
8.We note your revised disclosure regarding the increasing focus on "our business practices
and policies, especially as they relate to the environment, climate change, health and
safety, supply chain management, diversity, labor conditions and human rights, both in
our own operations and in our supply chain." Please further revise your disclosure to
specifically address the risk of boycotts against your company and its products. Discuss
boycotts you have experienced to date, including quantification of the impacts, and the
potential for future boycotts.
Capitalization, page 59
9.We note disclosure elsewhere in the filing, such as pages xv and 186, that you are
planning for the issuance or transfer of JBS N.V. Class A Common Shares to certain
members of your senior management as a performance bonus for the successful comple-
tion of the Proposed Transaction, which appear to be in addition to those shares which
will result from the Exchange Ratio. Please provide similar disclosure in a footnote to the
Capitalization table to disclose this planned issuance. Also, please disclose why the bonus
shares are not reflected in the as adjusted column, the estimated value of such shares in the
form of stock compensation, and your intended accounting treatment for the shares.
Per Share, Dividend and Market Price Data, page 61
10.Refer to the tabular data of JBS N.V. (Pro Forma). Please advise why the amount of pro
forma total equity for each of the periods presented would not include the payment of the
Cash Dividend upon the completion of the proposed transaction, which is assumed to have
occurred on January 1, 2021.
The Proposed Transaction, page 67
11.Please revise your disclosure to separately list each transfer of securities in the
restructuring process, clearly identifying and quantifying the securities and parties
involved. Without limitation, your revisions should address the following items:

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 May 23, 2024 Page 4
 FirstName LastNameGilberto Tomazoni
JBS B.V.
May 23, 2024
Page 4

•The sum of 241,969,477 Class A and 295,750,472 Class B shares disclosed to be held
by LuxCo does not appear to equal the sum of 369,918,510 and 180,010,329 shares
transferred by J&F and FIP Formosa, nor the 2:1 exchange ratio; revise to reconcile.

•The shares disclosed to be held by LuxCo on page 204 (243,704,227 Class A and
298,310,722 Class B) does not appear to be consistent with disclosure elsewhere;
please reconcile.

•Reconcile apparently inconsistent disclosure describing the second phase; for
example, and without limitation, in the final two paragraphs on page 67 and the
timetable on page iii.
12.We note your disclosure that the first phase of the restructuring has already occurred, and
that the second phase will occur only following shareholder approval. Please expand your
disclosure to describe the consequences if shareholders do not approve the proposed
transaction, including whether the first phase will be reversed.
JBS S.A. ADS Holders, page 74
13.We note that the majority of ADSs, held through DTC participants, will be surrendered
automatically after the ADS Exchange Date, and that the ADS program will not be
terminated until all ADSs are surrendered. Please expand to clarify how the holders of any
ADSs that are not surrendered will be treated, for example with respect to dividend and
voting rights related to the underlying shares of JBS S.A.
Class A Conversion Period, page 76
14.We note your response to our prior comment 1. Please further revise your disclosure to
clarify the "proof satisfactory" that former holders of ADSs and BDSs are required to
provide to confirm that they qualify as Eligible Shareholders (i.e., in addition to proof that
ADSs were exchanged for underlying shares). Additionally revise the timetable on page iii
to identify the Conversion Record Date, and time if relevant.
Information about JBS S.A.
Regulation
Brazil Deforestation Regulation, page 118
15.Please revise your disclosure to more fully discuss the requirements of this regulation,
clearly indicating whether and how they are applicable to your business and operations,
and to identify the penalties for violating provisions of the regulation. Additionally discuss
regulations that relate to the land embargoes and labor blacklist(s) referenced on pages
124 and 125. In an appropriate section of your registration statement, include disclosure
regarding the lawsuits reportedly filed by the western Brazilian state of Rondonia against
JBS S.A. in December 2023 seeking damages for cattle-raising activity in protected areas.

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 May 23, 2024 Page 5
 FirstName LastNameGilberto Tomazoni
JBS B.V.
May 23, 2024
Page 5
Europe and United Kingdom, page 121
16.We note your response to our prior comment 2. Please further revise your disclosure to
discuss the steps you are taking in Brazil and elsewhere to achieve compliance with the
regulations described in this section, including the geolocation requirements. Disclose the
impact that these regulations are expected to have upon your business and operations by
clearly identifying the cattle and/or cattle-derived products subject to these regulations,
both produced in or exported to these areas, including quantification. Your disclosure
should provide sufficient information to enable shareholders to assess your ability to
comply with these regulations and the consequences if compliance is not achieved. For
instance, and without limitation, discuss whether and how the existing supplier monitoring
system, "Beef on Track" Program, Livestock Transparency Platform, and/or Seara's
Sustainable Grain and Oil Sourcing Policy discussed on pages 124-25 will require
modification to meet your regulatory requirements.
Cattle and Grain Supply Chains and Deforestation
Supply Chain Monitoring, page 124
17.We note your response to our prior comment 3. Please further revise your disclosure to
clarify whether the Sustainability-Linked Framework adopted in October 2021 (page 124)
and the Sustainability-Linked Bond Framework adopted in June 2021 (page 173) are the
same. Reconcile apparently inconsistent references to the "Sustainability-Linked
Framework" and "Sustainability-Linked Bond Framework," and consider using different
defined terms to distinguish the Sustainability-Linked Bond Frameworks adopted by JBS
USA and PPC. Disclose the material provisions of the Framework(s), and relevant updates
to your deforestation policies and goals, providing an analogous level of detail as that used
to describe your grain supply chain monitoring. In this regard, we note disclosure
regarding JBS S.A.'s deforestation commitments, including target dates for the Amazon
Biome, Cerrado Biome, and global supply chain, in the proxy statement filed by its
subsidiary, Pilgrim's Pride Corporation, on February 27, 2023. Please also confirm
whether and where the Sustainability-Linked Framework appears on the website of JBS
S.A., as we were not able to locate it despite disclosure in this regard.
Seara's Sustainable Grain and Oil Sourcing Policy, page 125
18.We note that the sourcing policy discussed in this section appears subject to a number of
limitations on its scope, including that it is adopted by a subsidiary, applies to Seara's
"primary" grain and oil supply chains, and requires Soy Moratorium signatories "[f]or the
Amazon biome." Please more fully discuss these, and any other limitations, on your grain
and oil supply chain policy. Identify the portion of your overall grain and oil supply that is
subject to the policy, and other protected or sensitive areas that are not addressed by the
Soy Moratorium signatory policy. We further note your aim to "monitor 100% of direct
grain suppliers, targeting zero deforestation in the Amazon biome and zero illegal
deforestation in other biomes by March 2024." Please update to disclose your progress in

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 May 23, 2024 Page 6
 FirstName LastNameGilberto Tomazoni
JBS B.V.
May 23, 2024
Page 6
meeting this goal.
Legal Proceedings, page 129
19.Please revise disclosure on page 132 relating to the lawsuit filed by the New York
Attorney General to describe the legal basis (i.e., alleged fraudulent and illegal conduct,
including false advertising, relating to JBS S.A.'s commitment to achieve net zero
greenhouse gas emissions by 2024, in violation of New York consumer protection
statutes) and the risk of related lawsuits by securityholders. We note your disclosure that,
"We believe we will be successful in our defense strategy; an opinion shared by our legal
advisors." Please revise to identify the legal advisors and to disclose the degree of
uncertainty regarding the potential outcome, including your assessment of the material
related risks. File the consent of your legal advisors and the opinion referenced, or
alternatively revise to clarify that this is not a legal opinion. See Securities Act Rules
Compliance and Disclosure Interpretation Question 233.02. Additionally revise disclosure
to indicate that dollar amounts represented in the table on page 129 are in thousands, if
true.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 163
20.Refer to the discussion of Indebtedness and Financing Strategy on page 166. Please revise
to include a brief summary of available lines of credit and borrowing capacity under the
JBS S.A. Revolving Credit Facility, the JBS USA Senior Unsecured Revolving Credit
Facility, and the PPC Credit Facility at the most recent balance sheet date. In addition,
under Capital Expenditures, please disclose the expected amount of capital expenditures
for the next fiscal year and clarify that for the year ended December 31, 2023, you used
cash of $1,502.1 million, rather than $1,052.1 million, to purchase property, plant and
equipment.
Report of Independent Registered Public Accounting FIrm, page F-2
21.Refer to the critical audit matter of the evaluation of income tax benefit. In the first
paragraph, please clarify whether the reference should instead be to Note 9, Income
Taxes, rather than Note 10 which is Property, Plant and Equipment. Pl

CORRESP
1
filename1.htm

CORRESP

 March 27, 2024

 BY
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
  Beverly Singleton

 Claire Erlanger

 Jennifer Angelini

 Geoffrey Kruczek

Re:
  Comment Letter dated September 12, 2023

 JBS B.V.

  Amendment
No. 1 to Registration Statement on Form F-4

  Filed September 1, 2023

 File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated September 12, 2023 (the “Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 1 to the Registration Statement on Form F-4, filed with the Commission on September 1,
2023 (as may be further amended, the “Registration Statement”).

 Concurrently with the submission of this response
letter, the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 2 to the Registration Statement (“Amendment
No. 2”). Amendment No. 2 includes revised disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments. In addition, Amendment No. 2
includes JBS S.A.’s audited consolidated financial information as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, and the related notes thereto.

To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 2. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

 Amendment No. 1 to Form F-4

General

1.
 We note your revisions in relation to the treatment of ADSs in connection with the restructuring. Please
address the following items:

•

 Include dates relevant to ADS holders within the list of Important Dates on page iii. Include, without
limitation, the record date for ADS voting, the record date for ADS cash dividend eligibility, the suspension date for issuance/cancellation of ADS, the ADS Exchange Date, and the date the ADS program will be terminated.

•

 Quantify the fee that will be deducted from the cash dividend payable to ADS holders and highlight the
difference in treatment between ADS holders and other shareholders.

•

 Revise disclosure on page xx under the caption “Will all JBS S.A. Shareholders and JBS S.A. ADS Holders
receive the same consideration?” to describe the various fees that BDR and/or ADS holders will be charged, but not your controlling shareholders and senior management receiving performance bonus shares; conform disclosure elsewhere as
appropriate.

•

 We note disclosure on page 215 that ADS holders must include “proof satisfactory to our board of
directors” with a request to convert Class A to Class B shares. Please revise to clarify what type of proof will be deemed satisfactory, including any translation or other requirements.

•

 Include disclosure regarding notice of termination, sale of shares underlying non-surrendered ADSs, and other
actions in connection with the termination of the ADS program, similar to disclosure that previously appeared on page 80.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in response, as follows:

•

 On pages iii-iv of Amendment No. 2, the Company has included the dates relevant to ADS holders.

•

 On pages xix, xxi, xxii, 10, 16, 70 and 76 of Amendment No. 2, the Company has quantified the fee that will
be deducted from the cash dividend payable to ADS holders and highlighted the difference in treatment between ADS holders and other shareholders.

•

 On pages iv and xxi-xxii of Amendment No. 2, the Company has described the various fees that BDR and/or ADS
holders will be charged, but not the Company’s controlling shareholders and senior management receiving performance bonus shares.

•

 On pages 77 and 208 of Amendment No. 2, the Company has clarified the type of proof that will be deemed
satisfactory to convert Class A to Class B shares.

 In addition, the Company respectfully informs the Staff
that since the Company no longer intends to terminate the JBS S.A. ADS Program prior to the closing of the Proposed Transaction, the disclosures regarding notice of termination, sale of shares underlying
non-surrendered ADSs, and other actions in connection with the termination of the JBS S.A. ADS Program are no longer applicable. Instead, JBS S.A. ADSs Holders will be entitled to participate in the JBS S.A.
General Meeting and receive JBS N.V. Class A Common Shares in connection with the Proposed Transaction. The Company has revised the disclosure on pages iv, xxv and 76 of Amendment No. 2 to clarify that the JBS S.A. ADS Program will
terminate automatically once all JBS S.A. ADSs are surrendered for exchange. Moreover, the process by which JBS S.A. ADSs will be surrendered and JBS N.V. Class A Common Shares received is detailed on pages 75-76 of Amendment No. 2.

 2

 Information about JBS S.A.

Regulation, page 116

2.
 Please revise this section to describe regulation relating to deforestation, biodiversity, and/or specially
protected areas to which you are subject or are expected to become subject, together with related risks. Include, without limitation, the EU Regulation on Deforestation-Free Products that came into effect in June 2023.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 44 and 116-126 of Amendment No. 2
in response.

 Supply Chain Monitoring, page 122

3.
 We note your disclosure that, “In October 2021, JBS S.A. adopted a Sustainability-Linked Framework
establishing its commitment to a deforestation-free supply chain in Brazil, ensuring all suppliers comply with its policy of zero tolerance for illegal deforestation and other socio-environmental criteria outlined in its Responsible Procurement
Policy.” Please revise to clarify whether this framework applies to your grain supply chain, in addition to your animal supply chain, disclose the material provisions of this framework, and indicate whether it is publicly available. Further
disclose your policies relating to your grain supply chain, including measures adopted in response to regulatory requirements and your monitoring thereof, and the related risks.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 43, 125-126, 173, 174, 175 and 178 of
Amendment No. 2 in response.

 Description of Material Indebtedness

Sustainability-Linked CRAs

 Sustainability
Performance Target, page 187

4.
 Please update references to your 2021 sustainability report to reflect information in your recently
published 2022 sustainability report. In addition, please ensure that information contained in this section is fully reflected in your Regulation section, or include cross-references explaining that additional information related to sustainability
matters is contained in this section.

 The Company respectfully acknowledges the Staff’s comment and has revised
the disclosure on pages 125 and 179 of Amendment No. 2 in response.

 Exhibits

5.
 Please file the tag-along agreement with LuxCo as an exhibit to your
registration statement.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that it
has filed the form of tag-along agreement with LuxCo as Exhibit 4.3 to Amendment No. 1 to the Registration Statement filed on September 1, 2023. Please note that this agreement is expected to be
signed concurrently with the closing of the Proposed Transaction.

 * * *

 3

 We appreciate in advance your time and attention to our responses. Should you have any additional questions
or concerns, please contact John R. Vetterli of White & Case LLP at (212) 819-8816 or at jvetterli@whitecase.com Karen Katri of White & Case LLP at (305)
925-4788 or at karen.katri@whitecase.com.

Very truly yours,

 /s/ Gilberto Tomazoni

Gilberto Tomazoni

Chief Executive Officer

JBS B.V.

cc:
 Guilherme Cavalcanti, Chief Financial Officer

JBS B.V.

Donald E. Baker, Esq.

 John R.
Vetterli, Esq. 

 Karen Katri, Esq.

White & Case LLP

 4

United States securities and exchange commission logo
September 12, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 1 to Registration Statement on Form F-4
Filed September 1, 2023
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circum-
stances 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.
Amendment No. 1 to Form F-4
General
1.We note your revisions in relation to the treatment of ADSs in connection with the
restructuring.  Please address the following items:

•Include dates relevant to ADS holders within the list of Important Dates on page iii.
Include, without limitation, the record date for ADS voting, the record date for ADS
cash dividend eligibility, the suspension date for issuance/cancellation of ADS, the
ADS Exchange Date, and the date the ADS program will be terminated.

•Quantify the fee that will be deducted from the cash dividend payable to ADS holders
and highlight the difference in treatment between ADS holders and other
shareholders.

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 September 12, 2023 Page 2
 FirstName LastNameGilberto Tomazoni
JBS B.V.
September 12, 2023
Page 2
•Revise disclosure on page xx under the caption "Will all JBS S.A. Shareholders and
JBS S.A. ADS Holders receive the same consideration?" to describe the various fees
that BDR and/or ADS holders will be charged, but not your controlling shareholders
and senior management receiving performance bonus shares; conform disclosure
elsewhere as appropriate.

•We note disclosure on page 215 that ADS holders must include "proof satisfactory to
our board of directors" with a request to convert Class A to Class B shares.  Please
revise to clarify what type of proof will be deemed satisfactory, including any
translation or other requirements.

•Include disclosure regarding notice of termination, sale of shares underlying non-
surrendered ADSs, and other actions in connection with the termination of the ADS
program, similar to disclosure that previously appeared on page 80.
Information about JBS S.A.
Regulation, page 116
2.Please revise this section to describe regulation relating to deforestation, biodiversity,
and/or specially protected areas to which you are subject or are expected to become
subject, together with related risks.  Include, without limitation, the EU Regulation on
Deforestation-Free Products that came into effect in June 2023.
Supply Chain Monitoring, page 122
3.We note your disclosure that, "In October 2021, JBS S.A. adopted a Sustainability-Linked
Framework establishing its commitment to a deforestation-free supply chain in Brazil,
ensuring all suppliers comply with its policy of zero tolerance for illegal deforestation and
other socio-environmental criteria outlined in its Responsible Procurement Policy."
Please revise to clarify whether this framework applies to your grain supply chain, in
addition to your animal supply chain, disclose the material provisions of this
framework, and indicate whether it is publicly available.  Further disclose your policies
relating to your grain supply chain, including measures adopted in response to regulatory
requirements and your monitoring thereof, and the related risks.
Description of Material Indebtedness
Sustainability-Linked CRAs
Sustainability Performance Target, page 187
4.Please update references to your 2021 sustainability report to reflect information in your
recently published 2022 sustainability report.  In addition, please ensure that
information contained in this section is fully reflected in your Regulation section, or
include cross-references explaining that additional information related to sustainability
matters is contained in this section.

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 September 12, 2023 Page 3
 FirstName LastName
Gilberto Tomazoni
JBS B.V.
September 12, 2023
Page 3
Exhibits
5.Please file the tag-along agreement with LuxCo as an exhibit to your registration
statement.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-3301
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

CORRESP
1
filename1.htm

CORRESP

 September 1, 2023

 BY
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Beverly Singleton

Claire Erlanger

 Jennifer
Angelini

 Geoffrey Kruczek

Re:
 Comment Letter dated July 20, 2023

JBS B.V.

 Registration Statement
on Form F-4

 Filed July 12, 2023

File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated July 20, 2023 (the “Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form F-4, filed with the Commission on July 12, 2023 (the “Registration
Statement”).

 Concurrently with the submission of this response letter, the Company is publicly filing, through the
Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 1 to the Registration Statement (“Amendment No. 1”). Amendment No. 1 includes revised
disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments and modifications the structure of the transaction. In addition, Amendment No. 1 includes the Company’s
unaudited condensed consolidated interim financial information as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022, and the related notes thereto.

To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 1. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

 Registration
Statement on Form F-4

 General

1.
 We note that Article 38 of the Articles of Association filed as Exhibit 3.2 identifies the federal district
courts of the United States as the exclusive forum for actions arising under the Securities Act. Please include disclosure regarding this forum selection provision, including whether it applies to actions arising under the Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates

exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please also revise your prospectus to state that there is
uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the
Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the
Exchange Act.

 The Company respectfully acknowledges the Staff’s comment and revised the disclosure on page 37
of Amendment No. 1 in response. Furthermore, the Company has included a revised Exhibit 3.2 (Post-listing Articles of Association) with Amendment No. 1 in response.

Exhibits

2.
 Please request counsel to revise the legal opinion filed as Exhibit 5.1 to clearly opine as to all the
shares being registered. In this regard, we note that your Form F-4 registers 345,681,599 Class B shares, while the opinion refers to 450,000 existing Class B shares and an unspecified number of new
Class B shares to be issued by you and subscribed for by LuxCo. Please also request counsel to remove the inappropriate limitations in paragraphs 4.4 and 4.5.

The Company respectfully acknowledges the Staff’s comment and has included a revised Exhibit 5.1 with Amendment No. 1 in response.

3.
 Please request counsel to revise paragraphs b and c of the opinion filed as Exhibit 5.2 to clearly state
that the BDSs, when sold, will be legally issued and will entitle their holders to the rights specified in the deposit agreement and the BDR. Refer to Section II.B.1.d of Staff Legal Bulletin 19 for guidance.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that counsel has revised its opinion in response to the
Staff’s comment. Please note that unlike American Depositary Receipts (“ADRs”), which are negotiable certificates that evidence an ownership interest in American Depositary Shares (“ADSs”), which, in turn, represent an
interest in the shares of a non-U.S. company that have been deposited with a U.S. bank, Brazilian Depositary Receipts (“BDRs”) are negotiable certificates that directly evidence an ownership interest
in the shares of a non-Brazilian company. In Brazil, there is no equivalent of ADSs, and, therefore, counsel is not able to revise the opinion filed as Exhibit 5.2 to refer to BDSs. Instead, counsel has
revised paragraph b of its opinion to state that “such BDRs to be issued by the Depositary when sold, will be duly authorized, fully paid, non-assessable and validly issued under the existing laws of
Brazil and will entitle their holders to the rights specified in the Deposit Agreement.” Accordingly, the Company has included a revised Exhibit 5.2 with Amendment No. 1.

* * *

 2

 We appreciate in advance your time and attention to our responses. Should you have any additional questions
or concerns, please contact John R. Vetterli of White & Case LLP at (212) 819-8816 or at jvetterli@whitecase.com Karen Katri of White & Case LLP at (305)
925-4788 or at karen.katri@whitecase.com.

Very truly yours,

 /s/ Gilberto Tomazoni

Gilberto Tomazoni

Chief Executive Officer

JBS B.V.

cc:
 Guilherme Cavalcanti, Chief Financial Officer

JBS B.V.

Donald E. Baker, Esq.

 John R.
Vetterli, Esq.

 Karen Katri, Esq.

White & Case LLP

 3

United States securities and exchange commission logo
July 20, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Registration Statement on Form F-4
Filed July 12, 2023
File No. 333-273211
Dear Gilberto Tomazoni:
            We have reviewed your 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 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-4
General
1.We note that Article 38 of the Articles of Association filed as Exhibit 3.2 identifies the
federal district courts of the United States as the exclusive forum for actions arising under
the Securities Act.  Please include disclosure regarding this forum selection provision,
including whether it applies to actions arising under the Exchange Act.  In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  Please also revise your
prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 July 20, 2023 Page 2
 FirstName LastName
Gilberto Tomazoni
JBS B.V.
July 20, 2023
Page 2
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Exchange Act, please also ensure that the exclusive forum provision in the
governing documents states this clearly, or tell us how you will inform investors in future
filings that the provision does not apply to any actions arising under the Exchange Act.
Exhibits
2.Please request counsel to revise the legal opinion filed as Exhibit 5.1 to clearly opine as to
all the shares being registered.  In this regard, we note that your Form F-4 registers
345,681,599 Class B shares, while the opinion refers to 450,000 existing Class B shares
and an unspecified number of new Class B shares to be issued by you and subscribed for
by LuxCo.  Please also request counsel to remove the inappropriate limitations in
paragraphs 4.4 and 4.5.
3.Please request counsel to revise paragraphs b and c of the opinion filed as Exhibit 5.2 to
clearly state that the BDSs, when sold, will be legally issued and will entitle their holders
to the rights specified in the deposit agreement and the BDR.  Refer to Section II.B.1.d
of Staff Legal Bulletin 19 for guidance.
            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.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-3301
if you have questions regarding comments on the financial statements and related matter.  Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

CORRESP
1
filename1.htm

CORRESP

 July 12, 2023

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:

Beverly Singleton

Claire Erlanger

Jennifer Angelini

Geoffrey Kruczek

Re:

Comment Letter dated June 27, 2023

JBS B.V.

Amendment No. 6 to Draft Registration Statement on Form F-4

Submitted June 21, 2023

CIK No. 001791942

 Ladies and Gentlemen:

JBS B.V. (the “Company”) is submitting this letter in response to the comment letter dated June 27, 2023 (the
“Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 6 to
the Draft Registration Statement on Form F-4 submitted to the Commission for confidential review on June 21, 2023.

Concurrently with the submission of this response letter, the Company is publicly filing, through the Commission’s Electronic Data
Gathering, Analysis and Retrieval system (“EDGAR”), a revised Registration Statement on Form F-4 (the “Registration Statement”). The Registration Statement includes revised
disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments.

 To
facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page
numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Registration Statement. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Registration Statement.

 Amendment No. 6 to Draft Registration Statement

General

1.
 We note your response to prior comments 1 and 2. Please further revise the disclosure on page 261 and the
opinion filed as Exhibit 8.1 to clearly state that the disclosure in the section captioned “Material U.S. Federal Income Tax Consequences” is the opinion of the named counsel. Refer to Sections III.B.2 and III.C of Staff Legal Bulletin 19.

 The Company respectfully acknowledges the Staff’s comment and revised the disclosure on page 260 of the
Registration Statement in response. Furthermore, the Company has included a revised Exhibit 8.1 with the Registration Statement.

2.
 We note revised disclosure indicating that LuxCo will receive both Class A and Class B shares in
the restructuring, with numbers of each to be identified. We further note disclosure that “This step will be subject to the same exchange ratio that will be applied to JBS S.A.’s non-controlling
shareholders . . . .” Please revise to clarify in light of the two classes of shares involved; for example, whether LuxCo will receive one Class A share and one Class B share for every four common shares of JBS S.A., or whether some
other ratio will be applied. In addition, please revise the definition of “Exchange Ratio” as appropriate to reflect that this applies solely to non-controlling shareholders; in this regard, we note
that the definition excludes HoldCo, but not LuxCo, although it refers to the distribution of HoldCo redeemable shares and BDSs.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the explanatory note, on the cover page and on
pages vi, xiv, xix, xxv, 12-13, 64, 68, 82 and 270 of the Registration Statement in response.

3.
 Please revise disclosure throughout to reflect the issuance of Class A shares to LuxCo in step one of
the restructuring. Address, without limitation, the following items:

•

 Revise risk factor disclosure on page 24 to indicate whether the registration rights agreement will apply to
Class A shares issued to LuxCo in the restructuring, or only to those issued upon conversion of Class B shares.

•

 Revise risk factor disclosure on page 26 to describe the liquidity effects if LuxCo converts Class A
shares, in addition to Eligible Shareholders.

•

 Revise risk factor disclosure on pages 27-28 to clarify that Eligible
Shareholders are subject to limitations on the number of Class A shares they can convert, while LuxCo is not subject to such limitations, with the effect of maintaining a specified minimum percentage of voting control by the controlling
shareholders. Additionally highlight any other differences in treatment between LuxCo and Eligible Shareholders; in this regard we note disclosure on page 70 that indicates the board of directors will resolve on conversion requests from LuxCo within
days of the request, while disclosure elsewhere indicates that conversion requests of Eligible Shareholders will not be resolved upon until following the end of the fiscal quarter in which they are made.

•

 Revise the chart on page 65 to indicate the percentage of Class A shares to be held by LuxCo immediately
following the proposed transaction, and also to clarify that other shareholders will hold Class A shares in the form of BDSs.

•

 Revise for consistency disclosure indicating that the controlling shareholders (through LuxCo) will own all of
the Class B and Class A shares upon completion of the proposed transaction, for example on pages 27 and 67.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure regarding approval of the Proposed Transaction in
response, as follows:

•

 On pages 24, 196, 200 and 258-259 of the Registration Statement, the Company has revised the risk factor
disclosure to indicate that the registration rights agreement will also apply to JBS N.V. Class A Common Shares issued to LuxCo in the Restructuring.

 2

•

 On page 28 of the Registration Statement, the Company has included a new risk factor entitled “Our
controlling shareholders (through LuxCo) and our non-controlling shareholders will be treated differently during the Class A Conversion Period” to highlight the
differences in treatment between LuxCo and the Eligible Shareholders in connection with the Class A Conversion Period.

•

 On page 66 of the Registration Statement, the Company has revised the chart to indicate the percentage of
JBS N.V. Class A Common Shares to be held by LuxCo immediately following the Proposed Transaction, and also to clarify that other shareholders will hold JBS N.V. Class A Common Shares in the form of BDRs.

•

 On the cover page and on pages 11, 27, 68 and 187 of the Registration Statement, the Company has revised the
disclosure regarding the controlling shareholders’ ownership of JBS N.V. Class A Common Shares and JBS N.V. Class B Common Shares upon completion of the Proposed Transaction.

With respect to the portion of the Staff’s comment regarding the liquidity effects on the JBS N.V. Class A Common Shares if LuxCo converts
its JBS N.V. Class A Common Shares into JBS N.V. Class B Common Shares during the Class A Conversion Period, the Company respectfully advises the Staff that it does not believe that any conversion of JBS N.V. Class A Common Shares into JBS N.V.
Class B Common Shares by Luxco will have material impact. LuxCo, as a holding company, is not expected to actively trade in the JBS N.V. Class A Common Shares. In addition, Luxco will be restricted in its ability to freely trade either JBS N.V.
Class A Common Shares or JBS N.V. Class B Common Shares because any JBS N.V. Class A Common Shares that LuxCo may request to convert during the Class A Conversion Period will be “restricted” securities, as defined in Rule 144
under the Securities Act. Moreover, for so long as LuxCo is considered an “affiliate” of JBS N.V., as defined in Rule 144 under the Securities Act, LuxCo will hold “control” securities, as that term is generally interpreted for
U.S. federal securities law purposes. These factors further diminish the likelihood that any such conversion by LuxCo would negatively impact the liquidity of the JBS N.V. Class A Common Shares. Accordingly, the Company has not revised the
disclosure to address the effects of the conversion of JBS N.V. Class A Common Shares held by LuxCo into JBS N.V. Class B Common Shares

4.
 Please revise to include disclosure related to the U.S. Senate Committee on Finance hearing held on
June 22, 2023, the related two-year investigation of JBS S.A., and the bill to enact the Cattle Price Discovery and Transparency Act.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 52 and 114-115 of the Registration
Statement in response.

 Description of Material Indebtedness, page 175

5.
 We note your disclosure on page 181 that “Direct cattle suppliers have been requested to provide
information on their suppliers through the Transparent Livestock Platform that analyzes suppliers of our suppliers’ farm compliance, which will be validated by third parties” and “A transparent roadmap with intermediate targets to
benchmark progress from now until 2025 has also been developed. This includes annual targets based on the total slaughter of the previous year and expressed in number of head of cattle for each period, to ensure incremental progress. Annual targets
will be verified annually by a third party.” Please revise to disclose (i) whether and how you will monitor compliance by direct cattle suppliers, including as to the reliability of information provided with respect to their suppliers,
(ii) the scope and timing of third party validation of supplier information and verification of annual targets, (iii) whether and how the transparent roadmap can be reviewed by investors, and (iv) the current status of supplier
participation in the Transparent Livestock Platform and your progress in meeting intermediate roadmap targets. Please also include or cross-reference to this information in your Business section, under “Regulation” or another appropriate
caption.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 115-116 and 180-181 of the Registration Statement in response.

 3

 Exhibits

6.
 Exhibit 8.3 states, “This opinion is solely addressed to JBS B.V. and may not be relied upon by any
other person, firm, company or institution without our prior written consent except for the Commission.” Please request counsel to revise this limitation on reliance. Refer to Section III.D.1 of Staff Legal Bulletin 19 for guidance.

 The Company respectfully acknowledges the Staff’s comment and has revised Exhibit 8.3 with the Registration
Statement in response.

 * * *

 4

 We appreciate in advance your time and attention to our responses. Should you have any additional questions
or concerns, please contact John R. Vetterli of White & Case LLP at (212) 819-8816 or at jvetterli@whitecase.com Karen Katri of White & Case LLP at (305)
925-4788 or at karen.katri@whitecase.com.

Very truly yours,

 /s/ Gilberto Tomazoni

Gilberto Tomazoni

Chief Executive Officer

JBS B.V.

cc:

Guilherme Cavalcanti, Chief Financial Officer

      JBS B.V.

Donald E. Baker, Esq.

John R. Vetterli, Esq.

Karen Katri, Esq.

      White & Case LLP

 5

United States securities and exchange commission logo
June 27, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 6 to Draft Registration Statement on Form F-4
Submitted June 21, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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.
Amendment No. 6 to Draft Registration Statement
General
1.We note your response to prior comments 1 and 2.  Please further revise the disclosure on
page 261 and the opinion filed as Exhibit 8.1 to clearly state that the disclosure in the
section captioned "Material U.S. Federal Income Tax Consequences" is the opinion of the
named counsel.  Refer to Sections III.B.2 and III.C of Staff Legal Bulletin 19.
2.We note revised disclosure indicating that LuxCo will receive both Class A and Class B
shares in the restructuring, with numbers of each to be identified.  We further note
disclosure that "This step will be subject to the same exchange ratio that will be applied to
JBS S.A.'s non-controlling shareholders . . . . "  Please revise to clarify in light of the two
classes of shares involved; for example, whether LuxCo will receive one Class A share

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
 June 27, 2023 Page 2
 FirstName LastNameGilberto Tomazoni
JBS B.V.
June 27, 2023
Page 2
and one Class B share for every four common shares of JBS S.A., or whether some other
ratio will be applied.  In addition, please revise the definition of "Exchange Ratio" as
appropriate to reflect that this applies solely to non-controlling shareholders; in this
regard, we note that the definition excludes HoldCo, but not LuxCo, although it refers to
the distribution of HoldCo redeemable shares and BDSs.
3.Please revise disclosure throughout to reflect the issuance of Class A shares to LuxCo in
step one of the restructuring.  Address, without limitation, the following items:

•Revise risk factor disclosure on page 24 to indicate whether the registration rights
agreement will apply to Class A shares issued to LuxCo in the restructuring, or only
to those issued upon conversion of Class B shares.
•Revise risk factor disclosure on page 26 to describe the liquidity effects if LuxCo
converts Class A shares, in addition to Eligible Shareholders.
•Revise risk factor disclosure on pages 27-28 to clarify that Eligible Shareholders are
subject to limitations on the number of Class A shares they can convert, while LuxCo
is not subject to such limitations, with the effect of maintaining a specified minimum
percentage of voting control by the controlling shareholders.  Additionally highlight
any other differences in treatment between LuxCo and Eligible Shareholders; in this
regard we note disclosure on page 70 that indicates the board of directors will resolve
on conversion requests from LuxCo within days of the request, while disclosure
elsewhere indicates that conversion requests of Eligible Shareholders will not be
resolved upon until following the end of the fiscal quarter in which they are made.
•Revise the chart on page 65 to indicate the percentage of Class A shares to be held by
LuxCo immediately following the proposed transaction, and also to clarify that other
shareholders will hold Class A shares in the form of BDSs.
•Revise for consistency disclosure indicating that the controlling shareholders
(through LuxCo) will own all of the Class B and Class A shares upon completion of
the proposed transaction, for example on pages 27 and 67.
4.Please revise to include disclosure related to the U.S. Senate Committee on Finance
hearing held on June 22, 2023, the related two-year investigation of JBS S.A., and the bill
to enact the Cattle Price Discovery and Transparency Act.
Description of Material Indebtedness, page 175
5.We note your disclosure on page 181 that "Direct cattle suppliers have been requested to
provide information on their suppliers through the Transparent Livestock Platform that
analyzes suppliers of our suppliers’ farm compliance, which will be validated by third
parties" and "A transparent roadmap with intermediate targets to benchmark progress
from now until 2025 has also been developed. This includes annual targets based on the

 FirstName LastNameGilberto Tomazoni
 Comapany NameJBS B.V.
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total slaughter of the previous year and expressed in number of head of cattle for each
period, to ensure incremental progress.  Annual targets will be verified annually by a
third party."  Please revise to disclose (i) whether and how you will monitor compliance
by direct cattle suppliers, including as to the reliability of information provided with
respect to their suppliers, (ii) the scope and timing of third party validation of supplier
information and verification of annual targets, (iii) whether and how the transparent
roadmap can be reviewed by investors, and (iv) the current status of supplier participation
in the Transparent Livestock Platform and your progress in meeting intermediate roadmap
targets.  Please also include or cross-reference to this information in your Business
section, under "Regulation" or another appropriate caption.
Exhibits
6.Exhibit 8.3 states, "This opinion is solely addressed to JBS B.V. and may not be relied
upon by any other person, firm, company or institution without our prior written consent
except for the Commission."  Please request counsel to revise this limitation on reliance.
Refer to Section III.D.1 of Staff Legal Bulletin 19 for guidance.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

United States securities and exchange commission logo
May 8, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 5 to Draft Registration Statement on Form F-4
Submitted April 26, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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.
Amendment No. 5 to Draft Registration Statement
General
1.Please update references to shareholder percentages as of March 15, 2023, to reflect
information as of the date of the registration statement, or the most recent practicable date.
Taxation, page 235
2.It appears you have included "short-form" tax opinions as Exhibits 8.1, 8.2, and 8.3 to the
registration statement.  Please revise the subsections captioned "Material U.S. Federal
Income Tax Consequences" (i.e., not limited to the fourth paragraph on page 236),
"Material Brazilian Tax Consequences," and "Material Dutch Tax Consequences" to state
clearly that the disclosure is the respective opinion of named counsel, and to ensure that

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the disclosure clearly identifies and articulates the opinion being rendered with respect to
each material tax consequence being opined upon.  For guidance, refer to Section III.B.2
of Staff Legal Bulletin 19.
Exhibits
3.Exhibit 8.1 states, "[T]he statements in the Registration Statement set forth in the second
paragraph under the caption 'Taxation—Material U.S. Federal Income Tax
Consequences—Consequences of the Proposed Transaction—Consequences of the
Merger of Shares and Redemption' to the extent that they constitute descriptions or
summaries of U.S. federal income tax law or legal conclusions with respect thereto, are
accurate in all material respects."  Please have counsel revise Exhibit 8.1 to state that the
disclosure under the caption "Taxation—Material U.S. Federal Income Tax
Consequences" is counsel's opinion.  Refer to Staff Legal Bulletin No. 19, III.B.2 for
additional guidance.
4.Exhibit 8.2 states, "We hereby confirm that the discussion set forth in the Registration
Statement under the caption 'Taxation—Material Brazilian Tax Consequences,' with
respect to Brazilian tax matters and subject to the conditions and limitations described
therein, fairly summarizes the Brazilian tax impacts provided by Brazilian law in force on
the date of this letter to the Proposed Transaction and to the acquisition, ownership and
disposition of the Securities by Non-Brazilian Holders."  Please have counsel revise
Exhibit 8.2 to state that the disclosure under the caption "Taxation—Material Brazilian
Tax Consequences" is counsel's opinion.  Refer to Staff Legal Bulletin No. 19, III.B.2 for
additional guidance.
5.Exhibit 8.3 appears to replicate disclosure under the caption "Taxation—Material Dutch
Tax Consequences" and then states, "[W]e are of the opinion that the Dutch tax
considerations as described [above], as far as it concerns Dutch corporate tax law, Dutch
dividend withholding tax law, Dutch personal income tax law, gift and inheritance tax law
and real estate transfer tax law are correct."  Please have counsel revise Exhibit 8.3 to state
that the disclosure under the caption "Taxation—Material Dutch Tax Consequences" is
counsel's opinion.  Refer to Staff Legal Bulletin No. 19, III.B.2 for additional guidance.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 FirstName LastName
Gilberto Tomazoni
JBS B.V.
May 8, 2023
Page 3
cc:       John Vetterli

United States securities and exchange commission logo
April 11, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted March 30, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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.
Amendment No. 4 to Draft Registration Statement
General
1.Please revise disclosure throughout regarding the controlling shareholders' ownership of
Class B shares, to clearly state that they will own 100% (and exercise 90.52% voting
power) upon completion of the transactions, and that this ownership and voting power will
be reduced only if and to the extent that Class A shareholders successfully undertake
conversions during the conversion period and do not reconvert to Class A shares
thereafter.  For example, we note disclosure that, assuming the ownership structure of JBS
S.A. on the Last Trading Day is the same as on March 15, 2023, the controlling
shareholders will hold between 48.83% and 100% of the Class B shares, notwithstanding
that the Last Trading Day precedes the Conversion Period according to the timeline on

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page iii.  In addition, please revise disclosure indicating that Class B shares will remain
convertible into Class A shares to also refer to the conversion shares and the process
related thereto.
2.We note disclosure in the notes to the beneficial ownership tables that you expect
to deliver Class A shares to certain members of your senior management in connection
with the proposed transaction or immediately thereafter.  Please describe this expected
delivery of shares more fully in an appropriate section of the registration statement,
including disclosure as whether these shares constitute compensation.  In addition, please
revise as appropriate your disclosure indicating that the current shareholders will retain
the same economic interest following the restructuring in light of this expected delivery.
Risk Factors, page 17
3.Please add risk factor disclosure relating to the conversion of Class A shares into Class B
shares.  Clearly indicate that this is a one-time process, open solely to BDR holders of
record on a given date and for a limited period of time, and highlight the difficulties
involved in successfully completing the conversion process.  Assess the likelihood of
initial conversions and subsequent reconversions, given that Class B shares will not be
listed on an exchange, and disclose the resulting impact on voting control by the
controlling shareholders.
The grant of registration rights to LuxCo may adversely affect the market price . . . . , page 19
4.Please expand your risk factor disclosure to describe LuxCo's right to include Class A
shares in any underwritten offering by JBS N.V., as disclosed on page 171, and to assess
the related risks.  In addition, please expand your disclosure in the related party
transactions section to fully describe the material terms of the registration rights
agreement,
Our ultimate controlling shareholders are expected to have influence . . . . , page 40
5.We note your disclosure that "we expect that, upon completion of the Proposed
Transaction and the Conversion, our controlling shareholders will indirectly own up to
100% of the outstanding JBS N.V. Class B Common Shares," and "our ultimate
controlling shareholders will effectively control all matters requiring shareholder
approval."  Please revise to more clearly reflect the contingent nature of such ownership
and control, in light of the initial conversion process and possible subsequent
reconversion.
The Global Protein Industry, page 118
6.Please update your disclosure regarding Brazil's suspension of beef exports to China in
2021 to reflect the recent suspension in 2023.  Additionally revise the risk factor
disclosure relating to mad cow disease on page 33 to describe the related risks to the
company.

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            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

United States securities and exchange commission logo
February 23, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 3 to Draft Registration Statement on Form F-4
Submitted February 16, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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 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.
Amendment No. 3 to Draft Registration Statement
Management
Compensation of Executive Officers and Directors, page 150
1.Please update your disclosure to include JBS S.A.'s executive compensation for its most
recently completed fiscal year.  See Item 6.B. of Form 20-F.

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            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

United States securities and exchange commission logo
February 8, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted January 31, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement
General
1.We note your revised disclosure that the exchange ratio will result in each JBS S.A.
shareholder receiving "substantially the same economic interest" in the total capital of JBS
N.V. as it had in JBS S.A.  Please further revise to clarify how each shareholder's
economic interest will differ as a result of the restructuring.  Highlight any difference in
the economic interests of Class A and Class B shareholders.

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The Proposed Transaction
Purpose of the Proposed Transaction, page 63
2.We note that your revised disclosure regarding LuxCo does not appear to explain the
purpose for the intermediate steps involving this Luxembourg entity.  Please further revise
to clarify the regulatory, tax-related, or other goals that the use of LuxCo is intended to
achieve, including the consequences if the proposed transaction were structured to not
include LuxCo.
Description of Material Indebtedness, page 140
3.We note recent media reports that indicate JBS S.A. sold $3.2 billion worth of "green
bonds" linked to the company’s sustainability goals in 2021.  Please revise your disclosure
to describe the material terms of such indebtedness, including the nature of the
sustainability goals and how you will determine whether these have been met.
Taxation, page 207
4.We note your response to prior comment 11.  However, we reissue our comment in part
since the revised disclosure on page 215 appears to describe the first step of the
restructuring, but not the tax consequences to the controlling shareholders.  If the tax
consequences of the restructuring are materially different or more favorable to the holders
who will receive Class B shares, revise to clearly so state, explain the different tax
treatment and underlying reasons, and indicate whether and how this tax treatment was
considered in structuring the transactions that comprise the restructuring.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at 202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

United States securities and exchange commission logo
January 23, 2023
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted January 9, 2023
CIK No. 001791942
Dear Gilberto Tomazoni:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement
General
1.We note your disclosure that shareholders at the general meeting will vote on the merger
of shares and ancillary matters, such as the approval of related valuation reports.  Please
revise to clarify what you mean by "valuation reports."
2.We note your revisions in response to prior comment 7.  Please further revise your
disclosure to reconcile apparent inconsistencies regarding the date on which the
shareholders entitled to receive the cash dividend will be determined.  For example, and
without limitation, we note that page iii refers to a cash dividend record date, while
disclosure elsewhere indicates that shareholders as of the general meeting (e.g., page iv)
or the last trading day (e.g., page xvi) are entitled to the cash dividend.

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Risk Factors, page 20
3.Your response to comment 31 appears to indicate that there are no restrictions on transfers
of Class B common shares (although we note disclosure describing "automatic" or
"mandatory" conversion upon enforcement of a security interest) and no "sunset"
provisions limiting their lifespan.  We further note disclosure that indicates you may issue
additional Class B common shares in the future.  Please add a risk factor that fully
describes the adverse impacts on holders of Class A common shares.  Include, without
limitation, disclosure that the controlling shareholders may change (due to transfers, new
issuances, and/or conversions of Class B common shares), Class B shareholders will
indefinitely exercise control over matters requiring a shareholder vote, and Class A
shareholders will accordingly lack voting power unless and until all Class B common
shares are converted, if ever.  Additionally highlight the potential conflicts of interest and
other inherent risks.
Capitalization, page 50
4.We note your revisions made in response to our prior comment 20.  Please further expand
the equity section, or provide a footnote thereto, to disclose the equity line items that will
pertain to JBS N.V. for the As Adjusted column.  In this regard, disclose the JBS N.V.
dual-class structure of Class A common stock and Class B common stock, the number of
issued and outstanding shares, respectively, and the related par values and account
balances.  Please also disclose that the Class A common stock pertain to the Class A
common stock underlying the issuance of JBS N.V. BDRs in the Proposed Transaction.

JBS S.A. General Meeting, page 54
5.We note response to prior comment 9, including disclosure that the controlling
shareholders will be counted for quorum purposes, and that the general meeting can be
installed on first call with 1/4 of the outstanding shares present (or on second call with any
number of shares present).  Please revise to disclose whether the general meeting will be
held even if no non-controlling shareholders participate, since it appears that the
controlling shares are sufficient to establish a quorum.  Additionally revise the statement,
"A majority of the JBS S.A. Free Float Outstanding represents approximately 25% of the
issued and outstanding JBS S.A. Common Shares as of December 31, 2022," to clearly
identify the minimum number of non-controlling shares (if any) that is required to be
voted in favor of each of the matters being voted upon, given the foregoing and that the
controlling shareholders' vote is based on shares present at the meeting (rather than all
outstanding shares).  Include a risk factor describing the related risks to shareholders.
6.Please revise your disclosure to reconcile the apparent inconsistency in the description of
voting in this section and the statement on page 63 that "Our controlling shareholders . .
. will not vote in favor of these matters unless the majority of our non-controlling
shareholders votes in favor of these matters as well."

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The Proposed Transaction
Purpose of the Proposed Transaction, page 62
7.We note your responses to prior comments 26 and 27.  However, your disclosure does not
appear to explain the purpose for the intermediate steps involving HoldCo.  Please further
revise to clarify the regulatory, tax-related, or other goals that the use of HoldCo is
intended to achieve, including the consequences if the proposed transaction were
structured to not include HoldCo.  In addition, provide your legal analysis as to whether
the HoldCo redeemable shares is required to be registered under the Securities Act,
considering their redemption in exchange for BDRs.
Conditions Precedent to the Proposed Transaction, page 64
8.We note your response to prior comment 24.  However, your disclosure continues to refer
to "certain additional conditions, including the following."  Please revise to clearly state
that all material conditions are identified.
Principal Shareholders, page 145
9.Please expand your response to prior comment 29 to clarify how the shares held
by BNDESPar are voted and/or disposed of if, as you disclose in note 2, no natural person
is authorized to take those actions.
Principal Shareholders
Civil and Criminal Actions and Investigations involving our Ultimate Controlling Shareholders
CVM Investigations and Proceedings, page 147
10.We note your response to prior comment 19, including new disclosure in this subsection.
Please further revise to address the following, including related risk factor disclosure:

•Clearly identify the proceedings in which JBS S.A. ("JBA") is a named party, and
provide an updated description of the current status.

•Describe the shareholder votes underlying conflicts of interest allegations.  Identify
potential material consequences to JBS, and related risks to JBS and non-controlling
shareholders, resulting from these alleged breaches.  Clarify whether current
compliance measures adequately address such conflicts of interest.

•Clarify whether internal controls have been strengthened to address alleged insider
trading, including whether Wesley Batista still exercises control over hedging
operations.

•Clearly identify the penalties to which JBS is potentially subject in connection with
the matters described in this subsection, and the related risks to JBS and non-
controlling shareholders.  Describe what provisions have been made, if any.

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Taxation, page 202
11.We note your revisions in response to prior comment 33.  Please file the exhibits required
by Item 601(b)(8) of Regulation S-K.  Refer to Staff Legal Bulletin No. 19 for guidance
on the form and content for those exhibits.  Additionally, if the tax consequences of the
proposed transactions are materially different or more favorable to the holders who will
receive Class B shares, revise to state so, explain the different tax treatment and reasons
and how, if at all, it was considered in structuring the transactions.
            You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at202-551-
3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Vetterli

United States securities and exchange commission logo
December 19, 2022
Gilberto Tomazoni
Chief Executive Officer
JBS B.V.
Stroombaan 16, 5th Floor
1181 VX, Amstelveen, Netherlands
Re:JBS B.V.
Draft Registration Statement on Form F-4
Submitted November 23, 2022
CIK No. 0001791942
Dear Gilberto Tomazoni:
            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 F-4
General
1.Please disclose on the cover page how the opening price of the shares to be listed on the
exchange will be determined.  Include similar disclosure in related areas of your
document, such as risk factors and where you discuss distributing your shares.
2.It appears you intend to register the offer and sale of ordinary shares under this
registration statement.  Please tell us how you intend to issue the JBS N.V. BDRs.
3.We note disclosure that your shares are expected to begin NYSE/Nasdaq trading on or
about the closing date (page 12), and the settlement of your BDRs on the B3 is expect to
occur two business days after the closing date (page xvi).  Please revise to clarify whether

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the reference to "settlement" refers to the commencement of trading.  Disclose material
risks to holders that may arise as a result of (i) timing differences in the commencement of
BDS trading on the B3 and share trading on the U.S. exchange and/or (ii) the passage of
time between the last trading day for JBS shares and the commencement of trading in your
securities.
4.We note the disclosure that you are a "foreign private issuer."  In light of your dual-class
structure, please explain how you will determine whether more than 50 percent of its
outstanding voting securities are owned of record by U.S. residents for purposes of
satisfying the foreign private issuer definition.
Cover Page
5.Please disclose the title and amount of securities being registered on the prospectus cover
page, as required by Item 1 of Form F-4 and Item 501(b)(2) of Regulation S-K.
Additionally revise your prospectus cover to highlight the cross-reference to risk factors in
accordance with Item 501(b)(5) of Regulation S-K.
6.We note that the controlling shareholders will hold 90.52% of your aggregate voting
power.  Please disclose on the prospectus cover and in the summary (i) that you will be
considered to be a controlled company and (ii) whether you intend to take advantage of
the controlled company exemptions under the NYSE/Nasdaq rules.  Also, if the voting
power and control of your controlling shareholder(s) will increase as a result of the
proposed transaction, revise to highlight that consequence.
Important Dates, page iii
7.Please revise to include all relevant dates including, without limitation, (i) the date the
JBS ADS program will be terminated, (ii) the Last Trading Day/Date, (iii) the Merger of
Shares, and (iv) the date that BDS holders can request cancellation and receive underlying
shares, clearly indicating if any dates coincide.  Additionally disclose that there is no
record date for voting at the general meeting, as disclosed on page 47.  Reconcile
disclosure throughout for consistency; for example, and without limitation, we note
that the definition of "Last Trading Day" (page vi) appears inconsistent with the statement
that JBS shares will continue to trade until the Closing Date (page xxi).
Presentation of Financial and Other Information
Financial Statements, page xi
8.Please include a discussion of the proposed accounting treatment under IFRS, as issued by
the IASB, for the recapitalization and merger between JBS S.A. and JBS N.V., and
describe the factors in determining the predecessor and successor entities.

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Questions and Answers about the Proposed Transaction . . . . , page xiv
9.Please revise disclosure regarding approval of the proposed transaction to address the
following:

•We note disclosure that the controlling shareholders of JBS S.A. ("JBS") do not
intend to vote at the general meeting.  Please highlight this on your prospectus
cover and fully address in the section regarding the JBS general meeting, clarifying
whether the controlling shareholders will be counted for quorum purposes and
specifying the percentage of other shareholders required to approve each matter being
voted upon.  As one example only, what number and percentage of shares are
required to be voted to approve the proposed transaction?  We note that the
shareholders own about 48% of your outstanding shares and that you disclose that
you need approval of a majority of outstanding shares to approve the proposed
transaction.

•Disclose the information required by Item 3(h) of Form F-4.

•We note disclosure on page xviii that "We have not received any formal
commitments to vote in favor of the Proposed Transaction."  Please revise to clarify
if there is any voting agreement or understanding, formal or informal, with
BNDESPar or other noncontrolling shareholders.  In this regard, we note disclosure
on page 180 indicating that BNDESPar may be considered your affiliate.
10.We note your disclosure on page xv that the "shareholders of JBS N.V. will be essentially
the same as the current shareholders of JBS S.A."  Please revise to reflect that your capital
structure will be different from that of JBS and, as a result, voting power of the ultimate
controlling shareholders will increase from 48.83% to 90.52%.  Include risk factor
disclosure that quantifies the dilution of voting power noncontrolling shareholders will
experience as a result of the proposed transaction and describes the related risks.
Additionally revise your disclosure in response to the question "Will JBS S.A.
Shareholders receive the same consideration?" to clearly describe the consideration that
JSB's controlling shareholders will receive and how this differs from the consideration
received by noncontrolling shareholders.  Reconcile disclosure throughout as appropriate;
for non-exclusive example, the statement on page xx that the "controlling shareholders’
voting and economic interests in JBS S.A. will remain the same following the completion
of the first step in the Restructuring."
Summary - JBS S.A. Overview, page 1
11.In the first paragraph where you disclose net revenue and Adjusted EBITDA, revise
to also disclose the amount of IFRS net income as the primary measure, which is
supplemented by that of Adjusted EBITDA, for each of the two most recent fiscal year
ends.  In addition, in the chart on page 4, please include disclosure of your CAGR growth

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for net income.  Please revise in all locations within the filing where similar discussion is
provided, including MD&A Overview on page 98.

Summary of the Proposed Transaction
Stock Exchange Listings, page 12
12.Please highlight in the summary that the JBS ADS program will be terminated prior to the
general meeting, and describe the treatment of ADS holders in the proposed transaction,
including when they will receive underlying shares and whether they will be able to vote
at the JBS general meeting.  Include risk factor disclosure to describe the risks to
securityholders due to the termination of the over-the-counter market in the United States
and the possibility that the proposed transaction may not occur and/or your shares might
not be listed on a U.S. exchange.  Please also disclose the market price of JBS shares and
ADSs on the date preceding public announcement of the proposed transaction, as required
by Item 3(g) of Form F-4.
Risk Factors, page 18
13.We note that disclosure identifies inflation as a factor that could affect your business,
including demand for your products, for example on pages 36, 41, and 103.  Please add a
risk factor and revise your Management's Discussion and Analysis if recent inflationary
pressures have materially impacted your operations.  In this regard, please identify the
types of inflationary pressures you are facing and how your business has been
affected.  Disclose any known trends or uncertainties that have had or are reasonably
likely to have a material impact on your cash flows, liquidity, capital resources, cash
requirements, financial position, or results of operations arising from, related to, or caused
by the inflation.
The dual class structure of the JBS N.V. Common Shares has the effect . . . . , page 18
14.Please disclose the percentage of outstanding Class B common shares that the controlling
shareholders must keep to continue to control the outcome of matters submitted to
shareholders for approval.
We may issue additional JBS N.V. Class A Common Shares in the future . . . . , page 21
15.Please disclose whether you may issue additional Class B common shares in the future
and disclose any adverse impact that such issuance, as well as the optional or mandatory
conversion of Class B common shares, may have on holders of Class A common shares,
including dilution.
We are subject to various risks relating to worker safety, page 33
16.Please revise your disclosure here and, as appropriate, in the regulation section to describe
risks affecting worker health and safety.  Include, without limitation, description of the

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U.S. Department of Labor injunction regarding alleged child labor violations at processing
facilities and the House Selected Subcommittee on the Coronavirus Crisis investigation
regarding the meatpacking industry’s response to the coronavirus pandemic.
We depend on our information technology systems . . . . , page 33
17.Please revise your disclosure to clearly describe how your operations were affected by the
May 2021 cybersecurity attack, including temporary shutdowns of your processing
facilities, and the potential material risks of such attacks to you and investors.
Additionally disclose whether you are subject to material cybersecurity risks in your
supply chain based on third-party products, software, or services used in your business
and how a cybersecurity incident in your supply chain could impact your business.
Discuss the measures you have taken to mitigate these risks.
Our ultimate controlling shareholders are expected to have influence . . . . , page 35
18.Please revise your disclosure to fully describe the means by which the Batistas are able to
exercise control and/or influence over you and your subsidiaries, including shareholder
voting power, management positions, family and other close relationships, and
other means.  Describe the risks to you and investors that the ultimate controlling
shareholders may use their influence to involve the company in potentially illicit
activities in light of past events, and clarify whether and which measures have been taken
to detect and/or prevent such activities in the future.
We are subject to reputational risk in connection with U.S. and Brazilian civil and criminal
actions and investigations . . . . , page 35
19.Please revise your disclosure to describe the facts and circumstances underlying these
civil and criminal actions and investigations.  Identify the charges that were the subject of
the Brazilian agreements, SEC order, and DOJ agreement, and quantify the payments
required under each.  Clarify the role and involvement of JBS, including the effects on
JBS and its subsidiaries, as well as remedial measures that were required and have been
implemented.  We note your disclosure that, "Our ultimate controlling shareholders are
also currently subject to ongoing investigations by CVM and criminal proceedings for
alleged violations of Brazilian securities and corporate law, in which there has yet to be a
final decision."  Please also provide the foregoing information in relation to these ongoing
investigations and criminal proceedings, together with your assessment of the material
risks to the company and investors.
Capitalization, page 43
20.Please revise your total capitalization line item amount to be inclusive also of the current
portion of loans and financings.  In addition, please expand the equity line item to
separately list the historical equity account balances of JBS S.A. and those for the as
adjusted equity balances of JBS N.V. after the Proposed Transaction.

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Pro Forma Per Share, Dividend and Market Price Data, page 44
21.We note your disclosure of the pro forma earnings per share table.  Please revise to
include historical per share data of JBS SA.  See Item 3(f) of Form F-4.
The Proposed Transaction, page 49
22.Please revise your disclosure to (i) clearly state whether the first exchange, whereby the
controlling shareholders transfer JBS shares for HoldCo shares, is subject to the exchange
ratio, (ii) identify the title and amount of shares to be issued in the second exchange,
whereby the controlling shareholders transfer HoldCo shares for your shares, (iii) describe
how the ten JBS shares held directly by Joesley Batista, Wesley Batista, and José Batista
Sobrinho (according to disclosure on page 128) are treated in the restructuring, and (iv)
modify the charts in this section in accordance with the foregoing and to include the
ultimate controlling shareholders.  In addition, please update the assumption that JBS's
ownership structure on the last trading day is the same as on November 11, 2022, to
reflect information as of the date of the prospectus.
23.We note disclosure that indicates your BDSs "may be cancelled immediately" (page 50),
but also disclosure that indicates cancellation can be requested "on or after the settlement
of [BDSs] on the B3," which is expected two business days after the closing date (page
52).  Please revise to reconcile.
24.Please clearly identify in chronological order all material conditions that must be satisfied
for the restructuring and proposed transaction to be completed, indicating whether and
which conditions may be waived.  Describe any related risks to you and investors.
25.Please include a brief statement as to the accounting treatment of the restructuring and
proposed transaction, as required by Item 4(a)(5) of Form F-4.
26.Revise to explain the purpose of the structure of the transactions described in this section,
such as the first step in the restructuring, and how the current structure was determined.
Address the following, and any other material factors:

•What regulatory, tax-related or capital structure/ownership goals are each step
intended to achieve?  Why will there be a Dutch holding company as the parent?;

•Why will holders initially receive BDRs, which may then be cancelled to receive
Class A shares (which shares appear to be the class listed on a U.S. exchange); and

•What do you mean by