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                               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
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
June       NameJBS B.V.
     27, 2023
June 27,
Page 2 2023 Page 2
FirstName LastName
         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
 Gilberto Tomazoni
JBS B.V.
June 27, 2023
Page 3
      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,
FirstName LastNameGilberto Tomazoni
                                                           Division of
Corporation Finance
Comapany NameJBS B.V.
                                                           Office of
Manufacturing
June 27, 2023 Page 3
cc:       John Vetterli
FirstName LastName