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
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May        NameJBS B.V.
     23, 2024
May 23,
Page 2 2024 Page 2
FirstName LastName
         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.
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May        NameJBS B.V.
     23, 2024
May 23,
Page 3 2024 Page 3
FirstName LastName
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:
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May        NameJBS B.V.
     23, 2024
May 23,
Page 4 2024 Page 4
FirstName LastName


                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.
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May        NameJBS B.V.
     23, 2024
May 23,
Page 5 2024 Page 5
FirstName LastName
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
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May        NameJBS B.V.
     23, 2024
May 23,
Page 6 2024 Page 6
FirstName LastName
         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.
Please revise
         accordingly.
Notes to the Financial Statements
Note 19. Provisions for legal proceedings, page F-71

22.      Refer to the tabular presentation on page F-72 of your provisions
based on the class
         categories of labor, civil and tax and social security. To enhance
investor understanding of
         your litigation discussion, please consider providing additional
information, such as a sub-
         table that further provides disclosure of these categories by
jurisdiction. In this regard, we
         note your narrative discussion is presented by matters in Brazil, in
the United States and
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
May        NameJBS B.V.
     23, 2024
May 23,
Page 7 2024 Page 7
FirstName LastName
         matters of PPC, however we are not able to relate these matters to the
class of provision as
         required by paragraph 85 of IAS 37. Also, for each individual matter,
disclose the accrual
         amount at the balance sheet date, and which class category(ies) the
accrual has been
         reflected. Also, for each contingent liability, or class of contingent
liabilities, in which a
         provision has not been recognized, please clearly disclose an estimate
of the financial
         effect, unless considered remote. For guidance, we refer you to IAS
37, paragraphs 84
         through 88.
23.      Refer to your discussion of other proceedings with possible outcome on
page F-78, where
         we note the disclosure of $3.14 billion of other ongoing proceeding of
whose loss
         potential is possible, but no provision has been recognized. Please
expand to disclose the
         reason why no provision has been recognized, such as the probability
as to whether or not
         the loss potential is more likely than not to occur. Also, if
applicable, please relate this
         amount to the legal proceedings disclosed in the paragraphs preceding
the disclosure.
         Refer to paragraphs 23 and 86 of IAS 37.
24.      We note from your disclosure in Note 25 on page F-88, that you
incurred $53 million of
         restructuring charges during the year ended December 31, 2023. We also
note from your
         disclosure in Note 19 that these charges do not appear to be discussed
as part of your
         provisions disclosure. Please revise your notes to the financial
statements to include the
         disclosures set forth in paragraphs 84-86 of IAS 37 as they apply to
your restructuring
         provisions.
Note 25. Operating Segments, page F-85

25.      We note that on page F-88, you disclose a reconciliation of
consolidated operating profit
         to the total Adjusted EBITDA for the operating segments. Please revise
to reconcile the
         total Adjusted EBITDA for the operating segments to your consolidated
profit or loss
         before tax expense as required in paragraph 28 of IFRS 8.
General

26.      We note that the    ultimate controlling shareholders    are named in
the Explanatory Note
         and in the definition on page xi. Please revise to disclose the
identity of the ultimate
         controlling shareholders on the prospectus cover page and the first
time such term is used
         within the summary and risk factor sections. In addition, please
include disclosure on the
         prospectus cover regarding the risks related to the controlling stake
and management roles
         of Joesley and Wesley Batista, with a cross-reference to more detailed
disclosure
         elsewhere in the prospectus.
27.      We note you have deleted (i) references to "illicit" and "illegal"
throughout the
         registration statement, (ii) the description of conduct underlying the
SEC's 2020 order
         previously appearing on pages 204-05 of the amendment filed on
September 1, 2023, (iii)
         information regarding the nature of the investigations of the CVM
previously appearing
         on page 205 of the prior amendment, and (iv) disclosure that your
ultimate controlling
         shareholders are also facing criminal prosecution by the Brazilian
Federal Prosecution
 Gilberto Tomazoni
JBS B.V.
May 23, 2024
Page 8
      Office based on similar allegations. Please reinstate these disclosures
as they appeared in
      the prior amendment and, with respect to item (iv), further disclose the
current state of this
      potential criminal prosecution. Clearly disclose whether there are open
investigations
      and/or proceedings in Brazil involving you, JBS S.A., your respective
subsidiaries, J&F,
      FIP Formosa, and the ultimate controlling shareholders.
       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,
FirstName LastNameGilberto Tomazoni
                                                             Division of
Corporation Finance
Comapany NameJBS B.V.
                                                             Office of
Manufacturing
May 23, 2024 Page 8
cc:       John Vetterli
FirstName LastName