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
 Gilberto Tomazoni
JBS B.V.
December 19, 2022
Page 2
         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
FirstName LastNameGilberto Tomazoni
       the IASB, for the recapitalization and merger between JBS S.A. and JBS
N.V., and
Comapany    NameJBS
       describe       B.V. in determining the predecessor and successor
entities.
                the factors
December 19, 2022 Page 2
FirstName LastName
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany19,
December   NameJBS
              2022 B.V.
December
Page 3    19, 2022 Page 3
FirstName LastName
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
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany19,
December   NameJBS
              2022 B.V.
December
Page 4    19, 2022 Page 4
FirstName LastName
         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
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany19,
December   NameJBS
              2022 B.V.
December
Page 5    19, 2022 Page 5
FirstName LastName
         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.
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany19,
December   NameJBS
              2022 B.V.
December
Page 6    19, 2022 Page 6
FirstName LastName
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 Jos   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 "terminate" the ADS program? What will ADS
holders
              receive?

         Also, on page 53 you discuss the positive aspects of the transaction.
Expand to discuss
         the negative aspects that were considered and why those did not
outweigh the positive
         factors. Ensure your disclosure addresses any significant changes to
your ownership
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany19,
December   NameJBS
              2022 B.V.
December
Page 7    19, 2022 Page 7
FirstName LastName
         structure as a result of the transaction and any material risks to
investors.
27.      We note the multiple steps of the Proposed Transaction. With a view
toward clarified
         disclosure, please tell us what step or steps are the subject of this
registration statement.
Information about JBS S.A.
Legal Proceedings, page 86

28.      Please revise your disclosure regarding the Brazilian arbitrations to
describe the
         underlying facts and circumstances, identify the allegations and/or
charges, and clarify the
         role and involvement of JBS and its subsidiaries. Update disclosure
throughout this
         section to reflect recent developments; in this regard, we note
references to an oral
         argument set for September 2022 (page 92) and a motion to dismiss the
amended
         complaint in July 2021 (page 93).
Principal Shareholders, page 128

29.      Please identify the natural persons who have or share voting and/or
investment powers or
         the right to receive the economic benefit of the shares held by the
entities listed in the
         tables.
Description of Share Capital, page 132

30.      We note your disclosure regarding the process for conversion shares
being returned to
         you, which does not appear to be automatic nor immediate, and the
requirement to
         distribute to your directors certain shares held longer than three
years. In light of these
         requirements, please clearly disclose whether and under what
circumstances the
         conversion shares could be voted by, and dividends paid to, the
holders thereof.
         Additionally disclose whether you expect to cancel conversion shares
that have been
         returned to you.
31.      Please disclose whether the Class B common shares are subject to
restrictions on transfer,
         and describe any exceptions to such restrictions. Additionally
disclose whether there are
         any "sunset" provisions that limit the lifespan of the Class B common
shares. To the
         extent there are no such provisions, please discuss in an appropriate
location of the
         registration statement any adverse impacts on holders of Class A
common shares.
32.      Please revise to explain the purpose of the "conversion shares,"
including why they are
         necessary under Dutch law to "facilitate" a conversion of Class B
shares, as disclosed on
         page 18. If the "end result" you describe on page 133 is the outcome
of a conversion of
         Class B shares, it is unclear what purpose the conversion shares
serve.
Taxation, page 182

33.      For each jurisdiction referenced in this section, please disclose the
expected tax
         consequences rather than stating "it is not clear" what those
consequences are. Please also
         revise to disclose clearly whether the disclosure in this section
addresses the material tax
 Gilberto Tomazoni
JBS B.V.
December 19, 2022
Page 8
      consequences to the shareholders who will receive Class B shares. In this
regard, it
      appears your disclosure here and risks described on pages 27-28 do not
include Class B
      shares.
Index to Financial Statements, page F-1

34.   If true, please revise to disclose on page xi under the heading of JBS
N.V., that this entity
      currently has no revenues or business operations, and elsewhere
throughout the filing,
      such as pages 49 and 55.

Net revenue, page F-83

35.   We note your disclosure on pages 60 and 69 that you also generate revenue
from services,
      including hotelling in Australia and hog farming in the United States. If
material, please
      expand your revenue recognition policy to disclose your revenue from
services and how
      and when you recognize such revenue. In addition, if material, consider
disclosing the
      aggregate amount of product versus service revenue for each period in
which statements
      of income are presented.

Exhibits

36.   Please file the actual Merger of Shares Protocol as Exhibit 2.1, rather
than a form
      thereof. Please also file as exhibits your Articles of Association as
currently in effect, and
      as will be in effect following the proposed transaction, rather than a
form thereof. Refer
      to Item 601(b)(3) of Regulation S-K.
37.   Please file the Incentive Award Plan described on page 85 as an exhibit
to your
      registration statement. Refer to Item 601(b)(10)(iii) of Regulation S-K.
Also file as
      exhibits the agreements related to the material debt instruments
described beginning on
      page 121.
        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,
FirstName LastNameGilberto Tomazoni
                                                             Division of
Corporation Finance
Comapany NameJBS B.V.
                                                             Office of
Manufacturing
December 19, 2022 Page 8
cc:       John Vetterli
FirstName LastName