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                               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
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May  8, 2023NameJBS B.V.
May 8,
Page 2 2023 Page 2
FirstName LastName
         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
 Gilberto Tomazoni
JBS B.V.
FirstName
May 8, 2023    LastNameGilberto Tomazoni
Comapany
Page    3      NameJBS B.V.
May 8, 2023 Page 3
cc:       John Vetterli
FirstName LastName