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                              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.
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
January 23,NameJBS
           2023     B.V.
January
Page 2 23, 2023 Page 2
FirstName LastName
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."
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
January 23,NameJBS
           2023     B.V.
January
Page 3 23, 2023 Page 3
FirstName LastName
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.
 Gilberto Tomazoni
JBS B.V.
January 23, 2023
Page 4
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,
FirstName LastNameGilberto Tomazoni
                                                            Division of
Corporation Finance
Comapany NameJBS B.V.
                                                            Office of
Manufacturing
January 23, 2023 Page 4
cc:       John Vetterli
FirstName LastName