424B4 1 tm2225919-27_f4a.htm 424B4 tm2225919-27_f4a - none - 107.2345407s
 Filed Pursuant to Rule 424(b)(4)
 Registration No. 333-267653
PROXY STATEMENT OF TPB ACQUISITION CORPORATION I
1 Letterman Drive, Suite A3-1
San Francisco, CA 94129
PROSPECTUS FOR UP TO 135,045,373 ORDINARY SHARES and 10,083,606 WARRANTS
OF
LAVORO LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
TPB ACQUISITION CORPORATION I
TO BE HELD ON FEBRUARY 22, 2023
To the Shareholders of TPB Acquisition Corporation I:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of TPB Acquisition Corporation I, a Cayman Island exempted company (“TPB SPAC”), to be held at 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111, and you will be able to participate online via live webcast, at 10:00 a.m., Eastern Time, on February 22, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purpose of the articles of association of TPB SPAC, the physical place of the Extraordinary General Meeting will be 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111. To attend and participate in the Extraordinary General Meeting virtually, you must register at https://www.cstproxy.com/tpbac/2023, which is referred to in the accompanying proxy statement/prospectus as the TPB SPAC meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the Extraordinary General Meeting. We intend to hold the Extraordinary General Meeting solely via the live webcast and we encourage you to participate by such means and not attend in person. You are cordially invited to attend the extraordinary general meeting for the following purposes:
(1)
Proposal No. 1 — The Business Combination Proposal:   to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of September 14, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement,” and, the transactions contemplated thereby, collectively, the “Business Combination”), by and among TPB SPAC, Lavoro Limited, a Cayman Islands exempted company (“New Lavoro”), Lavoro Merger Sub I Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro (“First Merger Sub”), Lavoro Merger Sub II Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro (“Second Merger Sub” and, together with First Merger Sub, the “SPAC Merger Subs”), Lavoro Merger Sub III Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro (“Third Merger Sub” and, together with SPAC Merger Subs, the “Merger Subs”) and Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Lavoro Agro Limited”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, Lavoro Agro Limited and TPB SPAC will become wholly owned subsidiaries of New Lavoro (the “Business Combination Proposal”);
(2)
Proposal No. 2 — The Merger Proposal:   to authorize, by special resolution, the plan of merger (the “Plan of Merger”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, pursuant to which First Merger Sub will be merged with and into TPB SPAC, with TPB SPAC surviving as a direct wholly owned subsidiary of New Lavoro (the “Merger Proposal”);
(3)
Proposal No. 3 — The Governing Documents Proposals:   to consider and vote upon three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by special resolution, material differences between the amended and restated memorandum and articles of association of New Lavoro to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (together, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of TPB SPAC (together, “TPB SPAC’s Existing Governing Documents”); and
(4)
Proposal No. 4 — The Adjournment Proposal:   to consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TPB SPAC shareholders, (ii) in order to solicit additional proxies from TPB SPAC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting, or (iii) if TPB SPAC shareholders redeem an amount of the public shares such that the aggregate cash in the trust account, together with the net amount of proceeds actually paid to TPB SPAC upon consummation of the PIPE Investment, equals less than US$180,000,000 after deducting transaction costs and any amounts to be paid to TPB SPAC shareholders that exercise their redemption rights (clause (i), (ii), and (iii), collectively the “Adjournment Purposes”) (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal (collectively, the “Transaction Proposals”) is more fully described in the accompanying proxy statement/prospectus, which we urge each TPB SPAC shareholder to review carefully.
Only holders of record of TPB SPAC Class A ordinary shares, par value US$0.0001 per share (“TPB SPAC Class A Ordinary Shares”) and Class B ordinary shares, par value US$0.0001 per share (“TPB SPAC Class B Ordinary Shares”) at the close of business on January 17, 2023 are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.
The accompanying proxy statement/prospectus and accompanying proxy card is being provided to TPB SPAC shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all TPB SPAC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 66 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of TPB SPAC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of TPB SPAC, you should keep in mind that TPB SPAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Related to TPB SPAC and the Business Combination — The Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to TPB SPAC’s Existing Governing Documents, holders of TPB SPAC Class A ordinary shares may request that TPB SPAC redeem all or a portion of its Class A ordinary shares (such shares, the “public shares” and such holders the “public shareholders”) for cash if the Business Combination is consummated. As a public shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company (“Continental”), TPB SPAC’s transfer agent, in which you (a) request that TPB SPAC redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(iii)
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on February 17, 2023 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, TPB SPAC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of TPB SPAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2022, based on funds contained in the trust account of approximately US$181,358,178, this would have amounted to approximately US$10.055 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of TPB SPAC Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing redemption rights, TPB SPAC’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination. There will be no redemption rights with respect to TPB SPAC Warrants (as defined in the accompanying proxy statement/prospectus). In addition, TPB Acquisition Sponsor I, LLC (the “Sponsor”) and the initial shareholders have entered into a letter agreement, dated as of August 13, 2021, as amended on September 14, 2022 (the “Amendment to the Sponsor Letter Agreement”) with TPB SPAC and its directors and officers, pursuant to which Sponsor and the initial shareholders have agreed, in partial consideration of receiving the TPB SPAC Class B Ordinary Shares issued to the Sponsor and to the initial shareholders (“Founder Shares”) and for the covenants and commitments of TPB SPAC therein, to waive their redemption rights with respect to their Founder Shares and any public shares the Sponsor or the initial shareholders may have acquired as part of or after TPB SPAC’s initial public offering in connection with the completion of the Business Combination. New Lavoro will be a “controlled company” within the meaning of the Nasdaq corporate governance rules immediately after the Business Combination. See “Security Ownership of Certain Beneficial Owners and Management.”
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Transaction Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will TPB SPAC redeem public shares in an amount that would cause TPB SPAC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than US$5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, including the Mergers and the PIPE Investment.
Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, or Morrow Sodali, TPB SPAC’s proxy solicitor, by calling +1(800) 662-5200, or banks and brokers can call collect at +1(203) 658-9400, or by emailing TPBA.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By: David Friedberg
Chairman and Chief Executive Officer of TPB Acquisition Corporation I
This proxy statement/prospectus is dated February 3, 2023, and is first being mailed to shareholders of TPB SPAC on or about that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 
TPB ACQUISITION CORPORATION I
1 Letterman Drive, Suite A3-1
San Francisco, CA 94129
Dear TPB Acquisition Corporation I Shareholders:
You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of TPB Acquisition Corporation I, which we refer to as “we,” “us,” “our” or “TPB SPAC,” to be held at 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111, and you will be able to participate online via live webcast, at 10:00 a.m., Eastern Time, on February 22, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purpose of the articles of association of TPB SPAC, the physical place of the Extraordinary General Meeting will be 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111. To attend and participate in the Extraordinary General Meeting virtually, you must register at https://www.cstproxy.com/tpbac/2023, which is referred to in the accompanying proxy statement/prospectus as the TPB SPAC meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Extraordinary General Meeting and to vote and submit questions during the Extraordinary General Meeting. We intend to hold the Extraordinary General Meeting solely via the live webcast and we encourage you to participate by such means and not attend in person.
At the Extraordinary General Meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a business combination (the “Business Combination”) by the approval and adoption of that certain Business Combination Agreement, dated as of September 14, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) that TPB SPAC has entered into with Lavoro Limited, a Cayman Islands exempted company (“New Lavoro”), Lavoro Merger Sub I Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro (“First Merger Sub”), Lavoro Merger Sub II Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro (“Second Merger Sub” and, together with First Merger Sub, the “SPAC Merger Subs”), Lavoro Merger Sub III Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro (“Third Merger Sub” and, together with SPAC Merger Subs, the “Merger Subs”) and Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Lavoro Agro Limited”), including the transactions contemplated thereby. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:
(a)   On the day prior to the date on which the Third Merger takes place (such date that the Third Merger takes place, the “Closing Date”), (i) First Merger Sub shall be merged with and into TPB SPAC (the “First Merger” and the effective time of the First Merger, the “First Effective Time”), with TPB SPAC surviving as a direct wholly owned subsidiary of New Lavoro, (ii) immediately following the First Effective Time and on the day prior to the Closing Date, TPB SPAC, shall be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “SPAC Mergers,” and the effective time of the Second Merger, the “Second Effective Time”), with Second Merger Sub surviving as a direct wholly owned subsidiary of New Lavoro, and (iii) on the Closing Date, Third Merger Sub shall be merged with and into Lavoro Agro Limited (the “Third Merger” and the effective time, “Third Effective Time,” and, the Third Merger together with the SPAC Merger, the “Mergers”) with Lavoro Agro Limited surviving as a direct wholly owned subsidiary of New Lavoro.
(b)   At the First Effective Time, (i) each issued and outstanding TPB SPAC Class A Ordinary Share and TPB SPAC Class B Ordinary Share will be canceled and converted into the right to receive one Class A ordinary share (“New Lavoro Class A Ordinary Share”) and one Class B ordinary share (“New Lavoro Class B Ordinary Share”), par value US$0.001 per share, respectively, of New Lavoro (the New Lavoro Class A Ordinary Shares and New Lavoro Class B Ordinary Shares collectively referred to herein as the “New Lavoro Ordinary Shares”) and (ii) each issued and outstanding whole TPB SPAC Warrant will become exercisable solely for New Lavoro Class A Ordinary Shares. The number of
 

 
shares of New Lavoro Class A Ordinary Shares subject to each TPB SPAC Warrant assumed by New Lavoro shall be determined by multiplying (A) the number of TPB SPAC Class A Ordinary Shares that were subject to such SPAC Warrant, as in effect immediately prior to the First Effective Time by (B) 1.00 (the “SPAC Exchange Ratio”) and rounding the resulting number down to the nearest whole number of shares of New Lavoro Class A Ordinary Shares. The exercise price of such assumed SPAC Warrants shall be determined by dividing (A) the per share exercise price of TPB SPAC Ordinary Shares subject to such TPB SPAC Warrant, as in effect immediately prior to the First Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent, subject to the same terms and conditions existing prior to such conversion. At the Third Effective Time, each Lavoro Share that is not a Cashout Share issued and outstanding immediately prior to the Third Effective Time (other than shares owned by the Company, Third Merger Sub or any wholly owned subsidiary of the Company) shall be canceled and converted into the right to receive a number of validly issued, fully paid and nonassessable New Lavoro Class A Ordinary Shares equal to the Per Share Stock Consideration.
In addition, at or prior to the Third Effective Time, TPB SPAC will pay to the Investment Funds in respect of the Cashout Shares, if any, in immediately available funds, an amount equal to, in the aggregate, the Cash Consideration, if any, which is defined as (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing, (b) less the Aggregate SPAC Shareholder Redemption Payments Amount, plus (c) the net amount of proceeds actually paid to TPB SPAC upon consummation of the PIPE Investment, less (d) US$250,000,000. If any Cash Consideration is due, each Cashout Share owned by the Investment Funds shall be canceled and converted into the right to receive the Per Share Cash Consideration, which is an amount, as of immediately prior to the Third Effective Time, equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities. The Investment Funds’ share ownership may be reduced in the event that the Investment Funds are owed any Cash Consideration under the Business Combination Agreement in respect of the Cashout Shares, if any. Patria may be deemed to beneficially own the Investment Funds. See “Security Ownership of Certain Beneficial Owners and Management.”
As a result of the Business Combination, Lavoro Agro Limited and TPB SPAC will each become a wholly owned and direct subsidiary, respectively, of New Lavoro.
In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, TPB SPAC entered into a Subscription Agreement (the “Subscription Agreement”) with TPB Acquisition Sponsor I, LLC (the “Sponsor”), pursuant to which the Sponsor agreed to subscribe for and purchase, and TPB SPAC agreed to issue an aggregate of 10,000,000 TPB SPAC Class A Ordinary Shares at a price of US$10.00 per share, for aggregate gross proceeds of US$100,000,000 (the “Sponsor PIPE Investment”). The TPB SPAC Class A Ordinary Shares to be issued pursuant to the Subscription Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New Lavoro has also agreed to grant to the Sponsor certain customary registration rights in connection with the Sponsor PIPE Investment. The Sponsor PIPE Investment is contingent upon, among other things, the substantially concurrent closing of the Business Combination.
It is anticipated that, upon completion of the Business Combination, our Sponsor will own approximately 9.1% (inclusive of the Sponsor PIPE Investment) and our public shareholders will own approximately 14.4%, respectively, of the issued and outstanding New Lavoro Ordinary Shares, and Lavoro’s existing shareholders will own approximately 76.4% of the issued and outstanding New Lavoro Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of TPB SPAC’s existing shareholders exercise their redemption rights, and exclude the 3,006,050 New Lavoro Ordinary Shares held by the Sponsor subject to vesting conditions following the completion of the Business Combination (the “Vesting Founder Shares”). These percentages do not include any transactions that may be entered into after the date hereof or any exercise or conversion of the New Lavoro Warrants. If any of TPB SPAC’s public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New Lavoro Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
 

 
In addition to the Business Combination Proposal, you will also be asked to consider and vote upon: (a) a proposal to approve, by special resolution, the plan of merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, in relation to the First Merger (together, the “Merger Proposal”); (b) three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by special resolution, certain material differences between the amended and restated memorandum and articles of association of New Lavoro to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (together, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of TPB SPAC (together, “TPB SPAC’s Existing Governing Documents”); and (c) a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, for one or more of the Adjournment Purposes (as defined below), which is referred to herein as the “Adjournment Proposal.” Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
The Adjournment Proposal provides for a vote to adjourn the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TPB SPAC shareholders, (ii) in order to solicit additional proxies from TPB SPAC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting, or (iii) if (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing less (b) the Aggregate SPAC Shareholder Redemption Payments Amount, minus (c) Transaction Costs, plus (d) the net amount of proceeds actually paid to TPB SPAC upon consummation of the PIPE Investment, is less than US$180,000,000 (clause (i), (ii), and (iii), collectively the “Adjournment Purposes”). In no event, however, will we redeem TPB SPAC Class A Ordinary Shares in an amount that would cause our net tangible assets to be less than US$5,000,001.
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the Voting and Support Agreement, the Lock-up Agreement, the Subscription Agreement, the Amendment to the Sponsor Letter Agreement and the A&R Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See the section titled “Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.
Under the Business Combination Agreement, the closing of the Business Combination is subject to a number of customary closing conditions, including (i) TPB SPAC having at least US$5,000,001 of net tangible assets following the exercise by the holders of the TPB SPAC Class A Ordinary Shares issued in TPB SPAC’s initial public offering of securities and outstanding immediately before the First Effective Time of their right to redeem their TPB SPAC Class A Ordinary Shares in accordance with TPB SPAC’s Existing Governing Documents, (ii) the absence of any material adverse effect, (iii) TPB SPAC shareholders having approved the Business Combination Proposal and each of the other proposals presented to TPB SPAC shareholders in this proxy statement/prospectus and (vi) the Minimum SPAC Cash Condition (provided, however, at their option, TPB SPAC and Lavoro Agro Limited may mutually agree to waive the Minimum SPAC Cash Condition pursuant to the Business Combination Agreement). If any of the conditions to TPB SPAC’s and Lavoro Agro Limited’s respective obligations to consummate the Business Combination are not satisfied, then Lavoro Agro Limited will not be required to consummate the Business Combination.
The TPB SPAC Class A Ordinary Shares and TPB SPAC Warrants and units are currently listed on Nasdaq under the symbols “TPBA,” “TPBAW” and “TPBAU,” respectively. New Lavoro has applied to list its New Lavoro Ordinary Shares and New Lavoro Warrants on the Nasdaq under the symbols “LVRO” and “LVROW,” respectively, in connection with the closing of the Business Combination. We cannot assure you that the New Lavoro Ordinary Shares or New Lavoro Warrants will be approved for listing on the Nasdaq. TPB SPAC is, and Lavoro will be treated as, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, for certain purposes until the earlier of the completion of the Business Combination and June 30, 2023, and consequently, until such time, New Lavoro will be treated as an “emerging growth company.” As such, New Lavoro has elected to take advantage of certain reduced public company reporting requirements that apply to emerging growth companies.
Pursuant to TPB SPAC’s Existing Governing Documents, a TPB SPAC shareholder may request that TPB SPAC redeem all or a portion of such public shares for cash if the Business Combination is consummated.
 

 
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), TPB SPAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. TPB SPAC shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a TPB SPAC shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to Continental, TPB SPAC will redeem such public shares (or portion thereof, as applicable) for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of TPB SPAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2022, based on funds contained in the trust account of approximately US$181,358,178, this would have amounted to approximately US$10.055 per issued and outstanding public share. If a TPB SPAC shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of TPB SPAC Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Notwithstanding the foregoing, a TPB SPAC shareholder, together with any affiliate of such public shareholder or any other person with whom such TPB SPAC shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a TPB SPAC shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.
The Sponsor and the initial shareholders, which together own 4,509,074 Class B ordinary shares of TPB SPAC (before giving effect to the Business Combination), have agreed pursuant to that certain letter agreement, dated as of August 13, 2021, as amended on September 14, 2022 (the “Amendment to the Sponsor Letter Agreement”) to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including any amendments to TPB SPAC’s Existing Governing Documents), (ii) waive certain anti-dilution protections to which they would otherwise be entitled in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Amendment to the Sponsor Letter Agreement, and (iii) waive their redemption rights with respect to their Founder Shares and any public shares the Sponsor or the initial shareholders may have acquired as part of or after TPB SPAC’s initial public offering in connection with the completion of the Business Combination. The Sponsor also agreed that 3,006,050 of the Founder Shares of the Sponsor will be deemed to be “Vesting Founder Shares.” The Sponsor agreed that the Vesting Founder Shares shall be subject to vesting and that (i) 50% of the Vesting Founder Shares will vest if at any time during the 3-year period following the Closing Date the closing share price of the New Lavoro Ordinary Shares is greater than or equal to US$12.50 over any 20 trading days within any consecutive 30 trading day period and (ii) the remaining 50% of the Vesting Founder Shares will vest if at any time during the 3 year period following the Closing Date the closing share price of the New Lavoro Ordinary Shares is greater than or equal to US$15.00 over any 20 trading days within any consecutive 30 trading day period, subject to the terms of the Amendment to the Sponsor Letter Agreement. For clarity, the Sponsor cannot transfer any Vesting Founder Shares until such shares vest even subsequent to the expiration of the Sponsor Lock-Up. See “Certain Agreements Related to the Business Combination — Amendment to the Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Amendment to the Sponsor Letter Agreement.
In addition, if the Business Combination is consummated, New Lavoro, the Sponsor and certain other shareholders of Lavoro Agro Limited will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), which will amend and restate in its entirety TPB SPAC’s existing Registration Rights Agreement, dated as of August 13, 2021, by and among TPB SPAC and Sponsor
 

 
as of the Closing. As a result, the Sponsor and certain other shareholders of Lavoro Agro Limited party thereto will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations, so long as such demand includes a number of registrable securities (as defined below) with a total offering price in excess of US$30.0 million. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New Lavoro shall not be required to conduct more than an aggregate total of two underwritten offerings in any 12-month period. In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New Lavoro subsequent to the Closing. New Lavoro has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective within 90 days of the Closing. See “Certain Agreements Related to the Business Combination — A&R Registration Rights Agreement” in the accompanying proxy statement/prospectus for more information related to the Amended and Restated Registration Rights Agreement.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all TPB SPAC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 66 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of TPB SPAC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of TPB SPAC, you should keep in mind that TPB SPAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Related to TPB SPAC and the Business Combination — The Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Merger Proposal and the Governing Documents Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. Accordingly, your failure to vote by proxy or to vote in person at the Extraordinary General Meeting, an
 

 
abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, TPB SPAC’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of TPB SPAC’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
February 3, 2023
Sincerely,
/s/ David Friedberg
David Friedberg
Chairman and Chief Executive Officer of TPB Acquisition Corporation I
 

 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated February 3, 2023 and is first being mailed to shareholders on or about February 3, 2023.
 

 
TABLE OF CONTENTS
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Part II Information Not Required in Prospectus
II-0
ANNEXES
Annex A — Business Combination Agreement
Annex B — Form of Plan of Merger
Annex D — Voting and Support Agreement
Annex E — Lock-up Agreement
Annex F — Form of Subscription Agreement
Annex G — Amendment to the Sponsor Letter Agreement
Annex H — Form of Amended and Restated Registration Rights Agreement
 
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Lavoro Limited (“New Lavoro”) (File No. 333-267653), constitutes a prospectus of New Lavoro under Section 5 of the Securities Act of 1933, as amended, with respect to the New Lavoro Ordinary Shares (as defined below) to be issued to TPB Acquisition Corporation I (“TPB SPAC”) shareholders, as well as the warrants to acquire New Lavoro Ordinary Shares to be issued to TPB SPAC warrantholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Extraordinary General Meeting of TPB SPAC shareholders at which TPB SPAC shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, among other matters.
CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS
In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

“U.S. dollar,” “U.S. dollars” or “US$” means U.S. dollars, the official currency of the United States; and

Real,” “reais,” “BRL” or “R$” means the Brazilian real, the official currency of Brazil.
 
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION OF LAVORO
The discussion in this subsection that follows, including references to “we,” “us” or “our,” refers to the business and financial and other information of Lavoro and its subsidiaries prior to the consummation of the Business Combination, unless otherwise specified or the context otherwise requires.
Financial Statements
We maintain our books and records in Brazilian reais, the presentation currency of our combined financial statements and also the functional currency of the Lavoro Group (as defined below). The functional currency for the majority of our subsidiaries is also the Brazilian real, except that companies located in Colombia have the Colombian peso (“COP”) as their reporting currency. The financial statements of our Colombian subsidiaries are translated into Brazilian reais as follows:
(i)
assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the date of that statement of financial position;
(ii)
income and expenses for each statement of profit or loss are translated at the respective average monthly exchange rate; and
(iii)
exchange rate differences arising from this translation are recognized in other comprehensive income.
Our financial statements presented in this proxy statement/prospectus are the combined financial statements of the Lavoro Group, which is comprised of Lavoro Agro Holding S.A. (“Lavoro Brazil”), together with its subsidiaries, Crop Care Holding S.A. (“Crop Care”), together with its subsidiaries, and Lavoro Colombia S.A.S. (“Lavoro Colombia”), together with its subsidiaries. Our audited combined financial statements were prepared in accordance with IFRS as issued by the IASB.
The audited combined financial statements as of June 30, 2022 and 2021 and for each of the three years in the period ended June 30, 2022, together with the notes thereto, included elsewhere in this proxy statement/prospectus (or our “audited combined financial statements”). All references herein to Lavoro Group’s financial statements or to Lavoro Group’s financial information are to Lavoro Group’s audited combined financial statements. Lavoro Group’s financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lavoro,” “Unaudited Pro Forma Condensed Combined Financial Information,” and Lavoro’s audited combined financial statements, including the notes thereto, included elsewhere in this proxy statement/prospectus.
Our fiscal year ends on June 30. References in this proxy statement/prospectus to a fiscal year, such as “fiscal year 2022,” or “FY22” relate to our fiscal year, the year ended June 30, 2022.
Reportable Segments
We have three reportable segments: the Brazil Cluster, which comprises companies dedicated to the distribution of agricultural inputs such as crop protection, seeds, fertilizers and specialty products, in Brazil; the LATAM Cluster, which includes companies dedicated to the distribution of agricultural inputs outside Brazil (primarily in Colombia); and the Crop Care Cluster, which includes companies that produce and import our own portfolio of private label products including off-patent crop protection and specialty products (e.g., biologicals and specialty fertilizers). The table below sets forth the entities that comprise each of our three reportable segments:
 
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Brazil Cluster
Facirolli Comércio e Representações S.A.
Cultivar Agrícola – Comércio, Importação e Exportação S.A.
Integra Soluções Agrícolas Ltda.
Produtec Comércio e Representações S.A.
Produtiva Agronegócios Comércio e Representação Ltda.
Qualiciclo Agrícola S.A.
Lavoro Agrocomercial S.A.
Agrocontato Comércio e Representações de Produtos Agropecuários S.A.
PCO – Comércio, Importação, Exportação e Agropecuária Ltda.
Agrovenci – Comércio, Importação, Exportação e Agropecuária Ltda.
Agrovenci Distribuidora de Insumos Agrícolas Ltda.
América Insumos Agrícola Ltda.
Central Agricola Rural Distribuidora de Defensivos Ltda.
Denorpi Distribuidora de Insumos Agrícolas Ltda.
Deragro Distribuidora de Insumos Agrícolas Ltda.
Desempar Participações Ltda.
Desempar Tecnologia Ltda.
Futuragro Distribuidora de Insumos Agrícolas Ltda.
Distribuidora Pitangueiras de Produtos Agropecuários S.A.
Plenafértil Distribuidora de Insumos Agrícolas Ltda.
Realce Distribuidora de Insumos Agrícolas Ltda.
Nova Geração Comércio de Produtos Agrícolas Ltda.
Lavoro Agro Holding S.A.
Floema Soluções Nutricionais de Cultivos Ltda.
Sollo Sul Insumos Agrícolas Ltda.
Dissul Insumos Agrícolas Ltda.
Casa Trevo Participações S.A.
LATAM Cluster
Agrointegral Andina S.A.S.
Agroquímicos para la Agricultura Colombiana S.A.S.
Agricultura y Servicios S.A.S.
Cenagral S.A.S.
Grupo Cenagro S.A.S.
Servigral Praderas S.A.S.
Lavoro Colombia S.A.S.
Grupo Gral S.A.S.
Provecampo S.A.S.
Crop Care Colombia S.A.S.
Crop Care Cluster
Agrobiológica Sustentabilidade S.A.
Agrobiológica Soluções Naturais Ltda.
Perterra Insumos Agropecuários S.A.
Perterra Trading S.A.
Union Agro S.A.
Crop Care Holding S.A. (Brasil)
Araci Administradora de Bens S.A.
Our Corporate Reorganization
The Lavoro Group is owned by certain investment funds (“Investment Funds”) managed by PBPE General Partner V, Ltd., a Cayman Islands exempted company (the “General Partner” and, together with its affiliates, “Patria”). The Lavoro Group is comprised of the following entities: (i) Lavoro Brazil, which was
 
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incorporated in 2017 and is located in São Paulo, Brazil, and its subsidiaries; (ii) Crop Care, which was incorporated in 2018 and is located in São Paulo, Brazil, and its subsidiaries; and (iii) Lavoro Colombia, which was incorporated in 2021 and is located in Bogotá, Colombia, and its subsidiaries.
The Lavoro Group is currently undergoing a corporate reorganization to implement certain changes to its organizational structure whereby, among other changes, Lavoro Brazil, Crop Care and Lavoro Colombia were contributed to, and became indirect subsidiaries of, Lavoro Agro Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act, which was incorporated on November 21, 2021 to become the holding entity for the Lavoro Group. Such contribution of the shares of Lavoro Brazil, Crop Care and Lavoro Colombia to an entity controlled by Lavoro Agro Limited was completed in mid-2022. The remaining changes to be implemented under our corporate reorganization, which we expect to complete by the end of 2022, are not expected to affect us on a consolidated basis. As a result of the corporate reorganization, Lavoro Agro Limited, together with its consolidated direct and indirect subsidiaries, among other entities, will form a single, consolidated group with unified operations. Prior to the completion of our corporate reorganization, Lavoro Agro Limited had limited or no assets, liabilities, operations or activities and no material contingent liabilities or commitments. Accordingly, the financial statements of Lavoro Agro Limited have been omitted from this proxy statement/prospectus. As from the completion of the corporate reorganization, the historical operations of the Lavoro Group will be deemed to be those of Lavoro Agro Limited. Subsequent to the consummation of the Business Combination, our financial statements will present the operations of Lavoro Limited and its consolidated subsidiaries and will be prepared in accordance with IFRS as issued by the IASB.
Acquisitions
As of the date of this proxy statement/prospectus, we have completed the acquisition of the 24 following groups or companies since our inception: (1) Grupo Gral (comprising Agrointegral Andina S.A.S., Agroquímicos para la Agricultura Colombiana S.A.S., and Servigral Praderas S.A.S.); (2) Lavoro Agrocomercial; (3) Distribuidora Pitangueiras de Produtos Agropecuários S.A.; (4) Impacto Insumos Agrícola Ltda. (later merged into Lavoro Agrocomercial); (5) Agrovenci (as defined below); (6) Agrovale (as defined below); (7) AgSe Group (as defined below); (8) Produtec (as defined below); (9) Agrobiológica Soluções; (10) Central Agrícola (as defined below); (11) Integra (as defined below); (12) Qualicitrus (as defined below); (13) América (as defined below); (14) Desempar (as defined below); (15) Cultivar (as defined below); (16) Cenagro/Cenagral (as defined below); (17) Produttiva (as defined below); (18) Union Agro (as defined below); (19) AgroZap (as defined below); (20) Nova Geração (as defined below); (21) Floema (as defined below); (22) Provecampo (as defined below); (23) Casa Trevo (as defined below); and (24) Sollo Sul and Dissul (both as defined below).
The following is a description of acquisitions completed in the fiscal years ended June 30, 2020, 2021 and 2022 and thereafter.
Acquisitions Completed in the Fiscal Year Ended June 30, 2020
On September 10, 2019, we entered into an agreement to acquire 100.0% of Agrocontato Comércio e Representações de Produtos Agropecuários S.A., PCO — Comércio, Importação, Exportação e Agropecuária Ltda., or Agrovale, and Agrovenci — Comércio, Importação, Exportação e Agropecuária Ltda., or Agrovenci, a group of companies referred to as the AGP Group, specializing in the sale of fertilizers and crop protection products. The contract provides for the payment of an installment in the event of the successful collection of receivables past due at the acquisition date in the amount of R$19.9 million, and in the amount of R$0.7 million in the event of success in an administrative proceeding relating to certain Brazilian federal tax credits. We recognize an account payable for the amounts to be probably disbursed. The transaction closed on January 21, 2020.
On December 9, 2019, we entered into an agreement to acquire 64.8% of Produtec Comércio e Representações S.A., or Produtec, a company specializing in the sale of seeds, crop protection products, specialties, and services. The transaction closed on April 1, 2020.
On December 23, 2019, we entered into an agreement to acquire 97.6% of each of Agricultura y Servicios S.A.S., or AgSe, and Fertilizantes Líquidos y Servicios S.A.S., or Fertilyser, a group of companies,
 
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which is referred to as the AgSe Group, specializing in the sale of agricultural inputs such as fertilizers, and related services such as product application services and soil analysis. The transaction closed on February 28, 2020.
On January 13, 2020, we entered into an agreement to acquire 100.0% of Central Agricola Rural Distribuidora de Defensivos Ltda., or Central Agrícola, a company specializing in the sale of crop protection products and fertilizers, among other products. Part of the payment was made through the exchange of shares of Lavoro Agrocomercial. The transaction closed on May 20, 2020.
Our acquisitions of the AGP Group, Produtec, Central Agrícola and the AgSe Group are collectively referred to in this proxy statement/prospectus as the “2020 Acquisitions.” For more information, see note 20 to our audited combined financial statements included elsewhere in this proxy statement/prospectus. We have included elsewhere in this proxy statement/prospectus unaudited supplemental condensed combined pro forma information for the fiscal year ended June 30, 2020, which gives pro forma effect to the 2020 Acquisitions as if they had been consummated on July 1, 2019 (which, for the avoidance of doubt, does not give pro forma effect to the impact of the Business Combination). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lavoro — Unaudited Supplemental Combined Pro Forma Information for the Year Ended June 30, 2020.”
Acquisitions Completed in the Fiscal Year Ended June 30, 2021
On June 18, 2020, we entered into an agreement to acquire 100.0% of Integra Soluções Agrícolas Ltda., or Integra, a company specializing in the sale of crop protection products, fertilizers, seeds, and other agricultural inputs. Part of the payment was made through the exchange of shares of Integra. The transaction closed on September 1, 2020.
On July 17, 2020, we entered into an agreement to acquire 70.8% of Qualiciclo Agrícola S.A., or Qualicitrus, a company specializing in the sale of crop protection products, fertilizers, seeds, specialties and machinery, and related services such as soil testing and fertility maps. The transaction closed on November 17, 2020.
On July 21, 2020, we entered into an agreement to acquire 100.0% of Agrobiológica Soluções, a company specializing in the development, production and sale of biological agricultural products. Part of the payment was made through a share exchange with Agrobiológica Sustentabilidade. The transaction closed on August 28, 2020.
On September 11, 2020, we entered into an agreement to acquire 100.0% of América Insumos Agrícolas Ltda., or América, a company specializing in the sale of agricultural inputs, including crop protection products and fertilizers. The transaction closed on December 30, 2020.
On November 12, 2020, we entered into an agreement to acquire 60.7% of Cultivar Agrícola — Comércio, Importação e Exportação S.A., or Cultivar, a company specializing in the sale of agricultural inputs, including crop protection products and fertilizers. The contract provides for the payment of an installment in the event of the successful collection of receivables past due at the acquisition date in the amount of R$5.8 million. The transaction closed on April 1, 2021.
On December 4, 2020, we entered into an agreement to acquire 100.0% of Desempar Participações Ltda. (including its subsidiaries Denorpi Distribuidora de Insumos Agrícolas Ltda., Deragro Distribuidora de Insumos Agrícolas Ltda., Plenafértil Distribuidora de Insumos Agrícolas Ltda., Futuragro Distribuidora de Insumos Agrícolas Ltda., Realce Distribuidora de Insumos Agrícolas Ltda. and Desempar Tecnologia Ltda.), or Desempar, a group of companies specializing in the sale of crop protection products, fertilizer, specialties, and seeds, and related services. The transaction closed on March 31, 2021.
Our acquisitions of Integra, Qualicitrus, Agrobiológica Soluções, América, Cultivar and Desempar are collectively referred to in this proxy statement/prospectus as the “2021 Acquisitions.” For more information, see note 20 to our audited combined financial statements included elsewhere in this proxy statement/prospectus. We have included elsewhere in this proxy statement/prospectus our unaudited pro forma condensed combined statements of profit or loss for the fiscal year ended June 30, 2021, which gives pro forma effect to the 2021 Acquisitions as if they had been consummated on July 1, 2020 and gives pro forma effect
 
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to the impact of the Business Combination, and our unaudited supplemental pro forma condensed combined statements of profit or loss for the fiscal year ended June 30, 2020, which gives pro forma effect to the 2021 Acquisitions as if they had been consummated on July 1, 2019 (which, for the avoidance of doubt, does not give pro forma effect to the impact of the Business Combination).
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lavoro — Unaudited Supplemental Combined Pro Forma Information for the Year Ended June 30, 2021.”
Acquisitions Completed in the Fiscal Year Ended June 30, 2022
On June 23, 2021, we entered into an agreement to acquire 100.0% of Produtiva Agronegócios Comércio e Representações S.A., or Produttiva, a company specializing in the sale of pesticides, seeds and foliar fertilizers as well as providing technical assistance to farmers in choosing products for planting. The total purchase price of R$86.9 million was divided as follows: (i) R$36.4 million was paid in cash on the closing date; (ii) R$22.5 million was paid in shares issued by Produtec to the selling shareholders on the closing date; and (iii) R$28.0 million was paid on the first anniversary of the closing date. The transaction closed on September 2, 2021.
On July 26, 2021, we entered into an agreement to acquire 73.0% of Union Agro, a company specializing in the production and distribution of special fertilizer. The total purchase price of R$124.0 million was divided as follows: (i) R$103.8 million was paid in cash on the closing date; and (ii) R$20.2 million is payable in cash within 12 months of the closing date. The transaction closed on October 28, 2021.
On July 28, 2021, we entered into an agreement to acquire 100.0% of each of Grupo Cenagro S.A.S., or Cenagro, and Cenagral S.A.S., or Cenagral, companies specializing in the sale of crop protection products, fertilizer, specialties, and seeds, and related services. The purchase price was the equivalent in Colombia pesos to R$44.2 million, of which: (i) the equivalent in Colombia pesos to R$32.1 million was paid in cash on the closing date; and (ii) the equivalent in Colombia pesos to R$12.1 million is payable in cash on the first anniversary of the closing date. The transaction closed on August 31, 2021.
On August 5, 2021, we entered into an agreement to acquire 75.0% of Facirolli Comércio e Representações Ltda., or AgroZap, a company specializing in the sale of agricultural inputs and related services. The total purchase price of R$41.0 million was divided as follows: (i) R$18.8 million was paid in cash on the closing date; and (ii) R$22.1 million is payable in cash within 12 months of the closing date. The transaction closed on January 7, 2022.
On December 24, 2021, we entered into an agreement to acquire 70.0% of Nova Geração Comércio de Produtos Agrícolas Ltda., or Nova Geração, a company specializing in the sale of agricultural inputs and related services. The total purchase price of R$30.7 million was divided as follows: (i) R$15.6 million was paid in cash on the closing date; (ii) R$7.8 million was paid in shares issued by Nova Geração to the selling shareholders on the closing date; and (iii) R$7.3 million is payable in cash within 12 months of the closing date. The transaction closed on April 6, 2022.
Our acquisitions of Produttiva, Union Agro, Cenagro, Cenagral, AgroZap and Nova Geração are collectively referred to in this proxy statement/prospectus as the “2022 Acquisitions.” We have included elsewhere in this proxy statement/prospectus our unaudited pro forma condensed combined statements of profit or loss for the fiscal year ended June 30, 2022, which gives pro forma effect to the 2022 Acquisitions as if they had been consummated on July 1, 2021 and gives pro forma effect to the impact of the Business Combination, our unaudited condensed combined pro forma information for the fiscal year ended June 30, 2021, which gives pro forma effect to the 2022 Acquisitions as if they had been consummated on July 1, 2020 and gives pro forma effect to the impact of the Business Combination, and our unaudited supplemental condensed combined pro forma information for the fiscal year ended June 30, 2020, which gives pro forma effect to the 2022 Acquisitions as if they had been consummated on July 1, 2019 (which, for the avoidance of doubt, does not give pro forma effect to the impact of the Business Combination).
For a discussion of our unaudited pro forma condensed combined financial information and related notes, see “Unaudited Pro Forma Condensed Combined Financial Information.”
 
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Acquisitions Completed Subsequent to the Fiscal Year Ended June 30, 2022
On March 22, 2022, we entered into an agreement to acquire 100.0% of Floema Soluções Nutricionais de Cultivos Ltda., or Floema, a company specializing in the sale of agricultural inputs and related services. The purchase price for 70% of Floema’s ownership interests is equivalent to R$27.6 million, of which: (i) R$20.7 million was payable in cash on the closing date, remaining subject to a preliminary price adjustment (which when calculated, was equivalent to a negative amount of R$9.5 million, resulting in a net payment in cash on the closing date amounting to R$11.2 million); and (ii) R$6.9 million is payable in cash on the first anniversary of the closing date (i.e. August 4, 2023), subject to a final price adjustment (to be calculated in the future). The purchase price for the remaining 30% of Floema’s ownership interests was paid in shares issued by AgroZap to the selling shareholders on the closing date, valued at R$11.8 million. The selling shareholders were also entitled to an earn-out of up to R$28.8 million, which was determined on the closing date to amount to R$18.8 million, of which: (i) R$14.1 million was paid in cash on the closing date; and (ii) R$4.7 million is payable in cash on the first anniversary of the closing date. Accordingly, on the closing date: (i) R$25.3 million was paid in cash; and (ii) R$12.3 million was paid in shares issued by AgroZap to the selling shareholders. The remaining R$11.6 million is subject to a final price adjustment and monetary adjustment and is payable in cash on the first anniversary of the closing date. The transaction closed on August 4, 2022.
On May 5, 2022, we entered into an agreement to acquire 85.0% of Casa Trevo Participações S.A., or Casa Trevo, a Brazilian-based company specializing in the sale of crop protection products, fertilizers, seeds, and other agricultural inputs. The total purchase price of R$42.5 million was divided as follows: (i) R$23.6 million was paid in cash on the closing date; and (ii) R$18.9 million is payable in cash in one annual installment within 12 months of the closing date. The transaction closed on August 31, 2022.
On June 16, 2022, we entered into an agreement to acquire 100% of Provecampo S.A.S., or Provecampo, a Colombian-based company specializing in the wholesale trade of basic chemical products, rubber and plastics in primary forms and chemical products for agricultural use. The total purchase price of R$21.7 million was divided as follows: (i) R$14.2 million was paid in cash on the closing date; and (ii) R$7.5 million is payable in cash in two equal annual installments within 24 months of the closing date. The transaction closed on July 29, 2022.
On July 22, 2022, we entered into an agreement to acquire 100% of Sollo Sul Insumos Agrícolas Ltda., or Sollo Sul, and Dissul Insumos Agrícolas Ltda., or Dissul, Brazilian-based companies specializing in the sale of crop protection products, fertilizers, seeds, and other agricultural inputs. The total purchase price of R$105.9 million was divided as follows: (i) R$53.0 million was paid in cash on the closing date; and (ii) R$53.0 million is payable in cash in two equal annual installments within 24 months of the closing date. The transaction closed on November 30, 2022.
For more information, see notes 20 and 30 to our audited combined financial statements included elsewhere in this proxy statement/prospectus.
Special Note Regarding Non-IFRS Financial Measures
This proxy statement/prospectus presents our Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Net Debt (Net Cash), and Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio, and their respective reconciliations for the convenience of investors, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure.
In addition, all non-IFRS financial measures presented in this proxy statement/prospectus (including pro forma non-IFRS financial measures) relate to the Lavoro Group only, prior to and without giving pro forma effect to the impact of the Business Combination, to aid the reader to evaluate our business, financial condition, results of operations and prospects, considering the pro forma effect of our recent acquisitions on our historical results of operations and to improve the comparability of our financial information across multiple periods.
 
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Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin
Pro Forma Adjusted EBITDA is defined as pro forma profit (loss) for the year, adjusted for pro forma finance income (costs), net, pro forma income taxes, pro forma depreciation and amortization, fair value on inventories sold from acquired companies, and pro forma M&A adjustments that in management’s judgment do not necessarily occur on a regular basis, minus gains on bargain purchases, in each case, without giving pro forma effect to the impact of the Business Combination. Pro Forma Adjusted EBITDA Margin is calculated as Pro Forma Adjusted EBITDA as a percentage of pro forma revenue for the period/year. We believe that our Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin metrics are useful metrics used by analysts and investors because it provides additional information about trends in our operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on our results, as well as the effects of certain items or events that vary widely among similar companies, and therefore may hamper comparability across periods, although these measures are not explicitly defined under IFRS.
Net Debt (Net Cash) and Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio
Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio is calculated as Net Debt (Net Cash) divided by Pro Forma Adjusted EBITDA. Net Debt (Net Cash), also a non-IFRS financial measure, is calculated as borrowings (current and non-current) plus leases liabilities (current and non-current) plus payables for the acquisition of subsidiaries (current and non-current) less cash equivalents. We believe that Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio is an important measure to monitor leverage and evaluate our financial position. With respect to Net Debt (Net Cash), cash and equivalents are subtracted from the IFRS measure of borrowings because they could be used to reduce our borrowings. A limitation associated with using Net Debt (Net Cash) is that it subtracts cash and equivalents and therefore may imply that there is less Company debt than the comparable IFRS measures indicate. We believe that investors may find it useful to monitor leverage and evaluate our financial position using Net Debt (Net Cash) and Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio, although these measures are not explicitly defined under IFRS.
The non-IFRS financial measures described in this proxy statement/prospectus should not be viewed in isolation and are not a substitute for the IFRS measures of earnings. Additionally, our calculation of Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Net Debt (Net Cash), and Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio may be different from the calculation used by other companies, including our competitors in the agricultural industry, and therefore, our measures may not be comparable to those of other companies. See “Selected Combined Historical Financial Information and Other Data of Lavoro — Non-IFRS Financial Measures and Reconciliations” for a reconciliation of our Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Net Debt (Net Cash), and Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio to our pro forma profit (loss) for the year for the period.
Financial Information in U.S. Dollars
Solely for the convenience of the reader, we have translated some of the amounts included in this proxy statement/prospectus from reais into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translated real amounts into U.S. dollars using a rate of R$5.2380 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. See “Risk Factors — Risks Relating to Latin America — Exchange rate instability may impact our ability to hedge exchange rate risk, which may lead to interest rate volatility and have a material adverse effect on the price of New Lavoro Ordinary Shares.”
Market Share and Other Information
This proxy statement/prospectus contains data related to economic conditions in the market in which we operate. The information contained in this proxy statement/prospectus concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Market data and certain industry forecast data used in this proxy statement/prospectus were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available
 
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information (including information available from the United States Securities and Exchange Commission website) and industry publications. We obtained the information included in this proxy statement/prospectus relating to the industry in which we operate, as well as the estimates concerning market shares, through internal research, public information and publications on the industry prepared by official public sources, such as the IBGE, the FAO and the USDA, among others, as well as private sources, such as consulting and research companies in the Brazilian agricultural industry, among others.
Market data used throughout this proxy statement/prospectus is based on management’s knowledge of the industry and the good faith estimates of management. All of management’s estimates presented are based on industry sources, including analyst reports and management’s knowledge. We also relied, to the extent available, upon management’s review of independent industry surveys and publications prepared by a number of sources and other publicly available information. We are responsible for all of the disclosure in this proxy statement/prospectus and we believe that each of the publications, studies and surveys used throughout this proxy statement/prospectus are prepared by reputable sources and are generally reliable, though we have not independently verified market and industry data from third-party sources. None of the publications, reports or other published industry sources referred to in this proxy statement/prospectus were commissioned by us or prepared at our request. We have not sought or obtained the consent of any of these sources to include such market data in this proxy statement/prospectus. All of the market data used in this proxy statement/prospectus involves a number of assumptions and limitations and therefore is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.
Rounding
Rounding adjustments have been made to some of the figures included in this proxy statement/prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
 
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FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the term “TPB SPAC” refers to TPB Acquisition Corporation I, a Cayman Island exempted company, the term “New Lavoro” refers to Lavoro Limited, a Cayman Islands exempted company, and the terms “Lavoro” or “Lavoro Group” refer to: (i) the combined group of Lavoro Agro Holding S.A., or Lavoro Brazil, and its subsidiaries, Crop Care Holding S.A., or Crop Care, and its subsidiaries, and Lavoro Colombia S.A.S., or Lavoro Colombia, and its subsidiaries, prior to the contribution of the shares of Lavoro Brazil, Crop Care and Lavoro Colombia to an entity controlled by Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands, which was completed in mid-2022; and (ii) Lavoro Agro Limited, together with its consolidated subsidiaries, following the contribution of the shares of Lavoro Brazil, Crop Care and Lavoro Colombia to an entity controlled by Lavoro Agro Limited and the completion of our corporate reorganization.
All references to “we,” “us” or “our” refer to TPB SPAC, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Selected Combined Historical Financial Information and Other Data of Lavoro,” “Risk Factors,” “Business of Lavoro,” “Lavoro Regulatory Overview,” “Lavoro Industry Overview,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lavoro,” as indicated therein, in which case, “we,” “us,” or “our” refer to Lavoro, and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New Lavoro and its subsidiaries following the consummation of the Business Combination.
In this document:
“Adjournment Proposal” means a proposal to adjourn the Extraordinary General Meeting of the shareholders of TPB SPAC to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such Extraordinary General Meeting or public shareholders have elected to redeem an amount of public shares such that the Minimum SPAC Cash Condition would not be satisfied.
“Adjusted Equity Value” shall mean an amount equal to (a) the Equity Value, multiplied by (b) the Adjustment Factor.
“Adjustment Factor” shall mean a percentage calculated in accordance with the methodology set forth in Schedule C to the Business Combination Agreement after giving effect to the Pre-Closing Restructuring.
“Aggregate SPAC Shareholder Redemption Payments Amount” shall mean the aggregate amount of all payments required to be made by SPAC in connection with the SPAC Shareholder Redemption.
“Amendment to the Sponsor Letter Agreement” means the amendment dated as of September 14, 2022, to the letter agreement dated as of August 13, 2021, by and among Sponsor, TPB SPAC and TPB SPAC’s directors and officers.
“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, to be entered into by New Lavoro, the Sponsor and certain persons named therein at the consummation of the Business Combination, pursuant to which that certain Registration Rights Agreement, dated as of August 13, 2021, shall be amended and restated in its entirety, as of the Closing.
“bag” means a unit of measurement equal to: (i) 60 kilograms or 2.36 bushels of grains, i.e., the products that our farmer clients produce; (ii) 40 kilograms of seeds, i.e., an input that we sell.
“Brazil” means the Federative Republic of Brazil.
“Brazilian government” means the federal government of Brazil.
“broker non-vote” means the failure of a TPB SPAC shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“Business Combination” means the Mergers and the other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Investment.
 
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“Business Combination Agreement” means the Business Combination Agreement, dated as of September 14, 2022, as may be amended, supplemented, or otherwise modified from time to time, by and among TPB SPAC, New Lavoro, First Merger Sub, Second Merger Sub, Third Merger Sub and Lavoro Agro Limited.
“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the transactions contemplated therein.
“Cash Consideration” shall mean an amount of cash equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing, (b) less the Aggregate SPAC Shareholder Redemption Payments Amount, plus (c) the net amount of proceeds actually paid to SPAC upon consummation of the PIPE Investment, less (d) US$250,000,000; provided that under no circumstances shall the Cash Consideration be less than US$0.
“Cashout Shares” means a number of Lavoro Shares (which number may be zero in the event the Cash Consideration is equal to US$0) held by the persons listed in Annex A to the Business Combination Agreement in the proportions set forth in Annex A to the Business Combination Agreement equal to the quotient of (a) the Cash Consideration divided by (b) the Per Share Merger Consideration Value.
“CDI Rate” means the Brazilian interbank deposit (certificado de depósito interbancário) rate, which is an average of interbank overnight deposit interest rates in Brazil.
“Central Bank” means the Brazilian Central Bank (Banco Central do Brasil).
“Closing” means the consummation of the Business Combination.
“Closing Date” means the date on which the Third Merger takes place.
“Code” means the Internal Revenue Code of 1986, as amended.
“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.
“Continental” refers to Continental Stock Transfer & Trust Company.
“COPOM” means the Brazilian Monetary Policy Committee (Comitê de Política Monetária do Banco Central).
“COVID-19” or the “COVID-19 pandemic” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or other epidemics, pandemics or disease outbreaks.
“CPI” means the Colombia Consumer Price Index (Índice de Precios al Consumidor).
“CVM” means the Comissão de Valores Mobiliários, or Brazilian Securities Commission.
“DTF Rate” means the Colombian investment rate (certificado de depósito a término), which is an average of interbank and financial corporations loans.
“Equity Value” shall mean an amount equal to US$1,125,000,000.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Ratio” means the quotient obtained by dividing (a) the Per Share Merger Consideration Value by (b) US$10.00, rounded down to two decimal places.
“Extraordinary General Meeting” means the extraordinary general meeting of TPB SPAC to be held at 3 Embarcadero Ctr 20th Floor, San Francisco, CA 94111 and online via live webcast, at 10:00 a.m., Eastern Time, on February 22, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
“First Effective Time” means the time at which the First Merger becomes effective.
“First Merger” means the merger of First Merger Sub with and into TPB SPAC pursuant to the Business Combination Agreement, with TPB SPAC surviving as a directly wholly owned subsidiary of New Lavoro.
 
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“First Merger Sub” means Lavoro Merger Sub I Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro prior to the consummation of the Business Combination.
“Founder Shares” means the TPB SPAC Class B Ordinary Shares.
“FGV” means the Getulio Vargas Foundation (Fundação Getulio Vargas).
“Governing Documents Proposals” means Governing Documents Proposal A, Governing Documents Proposal B and Governing Documents Proposal C.
A “hectare” is a unit of measurement equal to 2.471 acres.
“IASB” means the International Accounting Standards Board.
“IBGE” means the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estatística).
“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board, or IASB.
“IGP-M” means the General Market Price Index (Índice Geral de Preços — Mercado), which is published by FGV.
“initial shareholders” means the holders of TPB SPAC Class B Ordinary Shares, other than the Sponsor.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“IPCA” means the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), which is published by the IBGE.
“IPO” or “Initial Public Offering” means TPB SPAC’s initial public offering of units, consummated on August 13, 2021.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“Lavoro Agro Limited” means Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands.
“Lavoro Board” means the Lavoro board of directors.
“Lavoro Share Plan” shall mean the Lavoro Agro Holding S.A. Long-Term Incentive Policy (Política de Incentivo de Longo Prazo da Lavoro Agro Holding S.A.).
“Lavoro Shares” means the ordinary shares, par value US$0.00005 per share, of Lavoro Agro Limited.
“management” or our “management team” means the officers of TPB SPAC, unless otherwise specified or the context otherwise requires.
“Merger Proposal” means a proposal by special resolution to approve the Plan of Merger.
“Mergers” means the First Merger, Second Merger and Third Merger.
“Minimum SPAC Cash Condition” means the condition that SPAC Cash shall be greater than or equal to US$180,000,000 at the First Effective Time.
“Minimum viable product,” or “MVP,” is a development technique in which a version of a new product is developed with sufficient features to be usable by early customers who can then provide feedback for future product development. The concept will be used to validate a market need for the product and for incremental developments.
“Nasdaq” means The Nasdaq Stock Market LLC.
“New Lavoro” means Lavoro Limited, a Cayman Islands exempted company.
 
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“New Lavoro Class A Ordinary Shares” shall mean the Class A ordinary shares of New Lavoro, par value US$0.001 per share.
“New Lavoro Class B Ordinary Shares” shall mean the Class B ordinary shares of New Lavoro, par value US$0.001 per share.
“New Lavoro Equity Plan” means the equity incentive plan for eligible participants of New Lavoro and its subsidiaries to be approved by New Lavoro subsequent to the consummation of the Business Combination.
“New Lavoro Ordinary Shares” shall mean (a) prior to the Recapitalization, the New Lavoro Class A Ordinary Shares and the New Lavoro Class B Ordinary Shares, and (b) following the Recapitalization, the New Lavoro Class A Ordinary Shares.
“New Lavoro Preferred Shares” shall mean the preferred shares of New Lavoro, par value US$0.001 per share.
“New Lavoro Warrants” means the warrants, issued by TPB SPAC, to acquire TPB SPAC Class A Ordinary Shares that are outstanding immediately prior to the First Effective Time, as converted in the First Merger such that they represent the right to acquire the same number of New Lavoro Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.
“Other PIPE Investment” shall mean, collectively, the entry into, following September 14, 2022, one or more additional Subscription Agreements with one or more investors (collectively with such investors’ permitted assignees or transferees, the “Other PIPE Investors”) for the Other PIPE Investor to purchase TPB SPAC Class A Ordinary Shares (as defined below), which purchases shall be completed prior to the First Effective Time.
“Other PIPE Investment Amount” shall mean the aggregate subscription amount of the Other PIPE Investors pursuant to the Subscription Agreements entered into in connection with the Other PIPE Investment.
“Other PIPE Investor” shall have the meaning set forth in the definition of “Other PIPE Investment.”
“Outstanding Lavoro Equity Securities” shall mean (a) the Lavoro Shares outstanding immediately prior to the Third Effective Time, plus (b) the aggregate number of Lavoro Shares issuable upon the exercise, exchange or conversion, as applicable, of all securities, rights and other debt or equity interests that are outstanding immediately prior to the Third Effective Time that are directly or indirectly convertible into, or exercisable or exchangeable for, Lavoro Shares, plus (c) without duplication with the foregoing clause (b), the aggregate number of Lavoro Shares available to be issued pursuant to the Lavoro Share Plan Awards outstanding as of immediately before the Third Effective Time.
“PCAOB” means the Public Company Accounting Oversight Board.
“Per Share Cash Consideration” means an amount of cash equal to the Per Share Merger Consideration Value.
“Per Share Merger Consideration Value” shall mean an amount equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities; provided that, solely for purposes of calculating the Per Share Merger Consideration Value and the Exchange Ratio, the number of Outstanding Lavoro Equity Securities shall be determined as of immediately prior to the Third Effective Time.
“Per Share Stock Consideration” means a number of validly issued, fully paid and nonassessable New Lavoro Ordinary Shares equal to the quotient obtained by dividing (a) the Per Share Merger Consideration Value by (b) US$10.00, rounded down to two decimal places.
“PIPE Investment” shall mean, collectively, the Sponsor PIPE Investment and any Other PIPE Investment.
“PIPE Investment Amount” shall mean, collectively, the Sponsor PIPE Investment Amount and any Other PIPE Investment Amount.
 
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“Plan of Merger” means the plan of merger pursuant to which First Merger Sub will be merged with and into TPB SPAC, following which the separate corporate existence of First Merger Sub shall cease and TPB SPAC shall continue as the surviving entity and as a wholly-owned subsidiary of New Lavoro.
“Pre-Closing Restructuring” means the actions set forth on Schedule A of the Business Combination Agreement.
“private placement warrants” means the warrants to purchase TPB SPAC Class A Ordinary Shares purchased in a private placement in connection with the IPO.
“prospectus” means the prospectus included in the Registration Statement on Form F-4 (Registration No. 333-267653) filed with the U.S. Securities and Exchange Commission.
“Proposed Governing Documents” means the proposed amended and restated memorandum and articles of association of New Lavoro, a copy of which is attached to the accompanying proxy statement/prospectus. See “Annexes.”
“public shares” means TPB SPAC Class A Ordinary Shares issued as part of the units sold in the IPO.
“public shareholders” means the holders of TPB SPAC Class A Ordinary Shares.
“public warrants” means the warrants included in the units sold in TPB SPAC’s IPO, each of which is exercisable for one TPB SPAC Class A Ordinary Share, in accordance with its terms.
“redemption” means the redemption of public shares for cash pursuant to TPB SPAC’s Existing Governing Documents.
“registrable securities” means collectively any (a) New Lavoro Ordinary Shares issued or issuable (including the private placement warrants) held by a party to the A&R Registration Rights Agreement as of immediately following the Closing, (b) any other equity security of New Lavoro acquired by a party to the A&R Registration Rights Agreement following the Closing to the extent such securities are “restricted securities” ​(as defined in Rule 144 promulgated under the Securities Act) or are otherwise held by an “affiliate” ​(as defined in Rule 144) of the Company, (c) New Lavoro Ordinary Shares issued or issuable (including the private placement warrants) held by a permitted transferee under the A&R Registration Rights Agreement who executes a joinder thereto, or (d) any other equity security of New Lavoro issued or issuable with respect to any such New Lavoro Ordinary Share referenced in clauses (a), (b) or (c) by way of share capitalization, share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, spin-off, reorganization or similar transaction, subject, in each of the foregoing cases, to certain exceptions, including, but not limited to, any potential New Lavoro Ordinary Shares received by a New Lavoro shareholder in connection with the PIPE Investment.
“RTVs” refer to Lavoro’s technical sales representatives (Representante Técnico de Vendas), who are linked to its retail stores, and who develop commercial relationships with farmers.
“SEC” means the U.S. Securities and Exchange Commission.
“SELIC rate” means the Brazilian interest rate established by the Brazilian Special Clearance and Custody System (Sistema Especial de Liquidação e Custódia).
“Second Effective Time” means the time at which the Second Merger becomes effective.
“Second Merger” means the merger of TPB SPAC with and into Second Merger Sub pursuant to the Business Combination Agreement, with Second Merger Sub surviving as a directly wholly owned subsidiary of New Lavoro.
“Second Merger Sub” means Lavoro Merger Sub II Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro prior to the consummation of the Business Combination.
“Securities Act” means the Securities Act of 1933, as amended.
 
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“SPAC Cash” shall mean an amount equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing less the Aggregate SPAC Shareholder Redemption Payments Amount, minus (b) Transaction Costs plus (c) the net amount of proceeds actually paid to TPB SPAC upon consummation of the PIPE Investment.
“SPAC Mergers” means the First Merger and Second Merger.
“SPAC Shareholder Redemption” means the redemption of TPB SPAC Class A Ordinary Shares by TPB SPAC shareholders.
“Sponsor” or “sponsor” means TPB Acquisition Sponsor I, LLC, a Delaware limited liability company.
“Sponsor PIPE Investment” shall mean the entry by TPB SPAC and New Lavoro into a Subscription Agreement with Sponsor, pursuant to which the Sponsor agreed to subscribe for and purchase, and TPB SPAC agreed to issue an aggregate of 10,000,000 TPB SPAC Class A Ordinary Shares at a price of US$10.00 per share, for aggregate gross proceeds equal to the Sponsor PIPE Investment Amount.
“Sponsor PIPE Investment Amount” shall mean US$100,000,000.
“Subscription Agreement(s)” means the subscription agreements, including any amendments, side letters or other supplements thereto, entered into by SPAC and New Lavoro with certain PIPE Investors in relation to the PIPE Investment.
“TIB Rate” means the Colombian interbank deposit rate (Tasa Interbancaria).
“tonne” is a unit of measurement equal to 1,000 kilograms, 1.10 short tons or 0.98 long tons.
“TPB SPAC” means TPB Acquisition Corporation I, a Cayman Islands exempted company.
“TPB SPAC Board” means the board of directors of TPB SPAC.
“TPB SPAC Class A Ordinary Shares” means TPB SPAC Class A ordinary shares, par value US$0.0001 per share.
“TPB SPAC Class B Ordinary Shares” means TPB SPAC Class B ordinary shares, par value US$0.0001 per share.
“TPB SPAC Ordinary Shares” means the TPB SPAC Class A Ordinary Shares and the TPB SPAC Class B Ordinary Shares, collectively.
“TPB SPAC Parties” means TPB SPAC and each of its subsidiaries.
“TPB SPAC shareholders” means the holders of TPB SPAC Ordinary Shares.
“TPB SPAC Warrants” means the public warrants and the private placement warrants.
“TPB SPAC warrantholders” means holders of the TPB SPAC Warrants.
“TPB SPAC’s Existing Governing Documents” means the amended and restated memorandum and articles of association of TPB SPAC.
“Third Effective Time” means the time at which the Third Merger becomes effective.
“Third Merger” means the merger of Third Merger Sub with and into Lavoro Agro Limited pursuant to the Business Combination Agreement, with Lavoro Agro Limited surviving as a directly wholly owned subsidiary of New Lavoro.
“Third Merger Sub” means Lavoro Merger Sub III Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of New Lavoro prior to the consummation of the Business Combination.
“Transaction Agreements” has its meaning attributed to it by the Business Combination Agreement.
“Transaction Costs” shall mean (a) all fees, costs and expenses incurred by any party prior to and through the Closing Date, whether or not due, in connection with the negotiation, preparation and execution of the
 
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Business Combination Agreement, the other Transaction Agreements and the consummation of the Transactions, including any such amounts which are triggered by or become payable solely as a result of the Closing; (b) all transaction, deal, brokerage, financial advisory, legal, accounting, audit or any similar fees payable by any party in connection with the consummation of the Transactions, including filing fees as contemplated by Article VIII of the Business Combination Agreement; (c) all costs, fees and expenses related to the SPAC D&O Tail or Company D&O Tail (as defined in the Business Combination Agreement); and (d) any deferred underwriting commissions and placement fees.
“transfer agent” means Continental, TPB SPAC’s transfer agent.
“Trust Account” means that certain trust account that holds certain funds maintained and invested pursuant to that certain Investment Management Trust Account Agreement dated August 13, 2021, by and between TPB SPAC and Continental.
“units” means the 18,036,299 units issued in connection with the IPO, each of which consisted of one TPB SPAC Class A Ordinary Share and one-third of one public warrant.
“U.S. GAAP” means United States generally accepted accounting principles.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET AND OTHER INDUSTRY DATA
This proxy statement/prospectus contains a number of forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding Lavoro’s, TPB SPAC’s or New Lavoro’s future financial position, results of operations, business strategy and plans and objectives of management for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
Forward-looking statements include, without limitation, Lavoro’s or TPB SPAC’s expectations concerning the outlook for their or New Lavoro’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of New Lavoro as set forth in the sections of this proxy statement/prospectus. Forward-looking statements also include statements regarding the expected benefits of the Business Combination.
The forward-looking statements are based on the current expectations of the management of TPB SPAC and Lavoro, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by TPB SPAC and the following important factors:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain TPB SPAC shareholder approval or otherwise;

the inability to complete the PIPE Investment;

the risk that the proposed Business Combination disrupts current plans and operations of Lavoro as a result of the announcement and/or consummation of the transactions contemplated by the Business Combination Agreement;

the ability to recognize the anticipated benefits of the combination of TPB SPAC and Lavoro;

costs related to the proposed Business Combination;

general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries Lavoro may serve in the future and their impact on its business;

geopolitical risk, including the consequences of the 2022 presidential elections in Brazil and impacts of the ongoing conflict between Russia and Ukraine;

the possibility that TPB SPAC and/or Lavoro may be adversely affected by other economic factors, particularly in Brazil;

fluctuations in interest, inflation and exchange rates in Brazil and any other countries Lavoro may serve in the future;

public health crises, such as the ongoing COVID-19 pandemic;

competition in the agricultural industry;
 
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Lavoro’s ability to implement its business strategy;

Lavoro’s ability to adapt to the rapid pace of technological changes in the agricultural industry;

the reliability, performance, functionality and quality of Lavoro’s products and services;

Lavoro’s ability to obtain certain licenses, grants, registrations and authorizations issued by government authorities for certain aspects of its operations;

Lavoro’s ability to continue attracting and retaining new appropriately-skilled employees;

Lavoro’s capitalization and level of indebtedness;

the interests of Lavoro’s controlling shareholder;

changes in government regulations applicable to the agricultural industry in Brazil and elsewhere;

Lavoro’s ability to compete and conduct its business in the future;

the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development by Lavoro and its competitors;

changes in consumer demand regarding agricultural products, customer experience and technological advances, and Lavoro’s ability to innovate to respond to such changes;

changes in labor, distribution and other operating costs;

Lavoro’s compliance with, and changes to, government laws, regulations and tax matters that currently apply to it;

the ability to implement business plans, growth strategy and other expectations after the completion of the Business Combination;

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Lavoro’s resources, including potential litigation regarding the Business Combination;

the risks that the closing of the Business Combination is substantially delayed or does not occur; and

other factors that may affect Lavoro Group’s financial condition, liquidity and results of operations.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of TPB SPAC and Lavoro prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
Lavoro and TPB SPAC caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither Lavoro nor TPB SPAC undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Lavoro or TPB SPAC will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in TPB SPAC’s public filings with the SEC or, upon and following the consummation of the Business Combination, in New Lavoro’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.
Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size and technology/data adoption rates, is based on the good faith estimates of Lavoro’s management, which in turn are based upon Lavoro’s management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information, as indicated. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Lavoro is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” of this proxy statement/prospectus.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting of shareholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to TPB SPAC shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein. Unless the context otherwise requires, all references in this subsection to “TPB SPAC,” “we,” “us” or “our” refer to the business of TPB Acquisition Corporation I prior to the consummation of the Business Combination.
Q:
Why am I receiving this proxy statement/prospectus?
A:
TPB SPAC shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, (a) on the day prior to the Closing Date, (i) First Merger Sub shall be merged with and into TPB SPAC, with TPB SPAC surviving as a direct wholly-owned subsidiary of New Lavoro, (ii) immediately following the First Merger, TPB SPAC, shall be merged with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly-owned subsidiary of New Lavoro, and (iii) on the Closing Date, Third Merger Sub shall be merged with and into Lavoro Agro Limited with Lavoro Agro Limited surviving as a wholly owned direct subsidiary of New Lavoro.
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety. This proxy statement/prospectus includes descriptions of the Business Combination Agreement and particular provisions therein. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Business Combination Agreement.
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting, and the Merger Proposal and the Governing Documents Proposals require a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
The units, TPB SPAC Class A Ordinary Shares and TPB SPAC Warrants are currently listed on Nasdaq under the symbols “TPBAU,” “TPBA” and “TPBAW,” respectively. New Lavoro has applied to list the New Lavoro Ordinary Shares and New Lavoro Warrants on Nasdaq under the proposed symbols “LVRO” and “LVROW,” respectively. New Lavoro will not have units traded following consummation of the Business Combination.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Lavoro with respect to the New Lavoro Ordinary Shares it will issue in the proposed Business Combination and the New Lavoro Warrants.
YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.
Q:
What matters will shareholders consider at the Extraordinary General Meeting?
A:
At the Extraordinary General Meeting, TPB SPAC will ask its shareholders to vote in favor of the following proposals (the “Transaction Proposals”):

The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination;
 
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The Merger Proposal — a proposal by special resolution to approve the Plan of Merger;

The Governing Documents Proposals — three separate proposals by special resolution to approve, material differences between the Proposed Governing Documents and TPB SPAC’s Existing Governing Documents; and

The Adjournment Proposal — a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting or if TPB SPAC shareholders have elected to redeem an amount of public shares such that the Minimum SPAC Cash Condition would not be satisfied.
For more information, please see “Business Combination Proposal,” “Merger Proposal,” “Governing Documents Proposals” and “Adjournment Proposal.”
TPB SPAC will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of TPB SPAC should read it carefully and in its entirety.
Q:
Are any of the proposals conditioned on one another?
A:
No. The Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal are not conditioned on one another. It is important for you to note that in the event that the Business Combination Proposal is not approved, then TPB SPAC will not consummate the Business Combination. If TPB SPAC does not consummate the Business Combination and fails to complete an initial business combination by August 13, 2023, TPB SPAC will be required to dissolve and liquidate.
Q:
Why is TPB SPAC proposing the Business Combination Proposal?
A:
TPB SPAC is a blank check company incorporated on February 8, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
Lavoro is Brazil’s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs in Latin America. Through a comprehensive portfolio, we believe Lavoro empowers farmers to adopt breakthrough technology and boost productivity. Founded in 2017, Lavoro has a broad geographical footprint, operating in Brazil, Colombia, and Uruguay. As of June 30, 2022, Lavoro’s 924 RTVs have met with more than 60,000 farmers and at 193 retail stores multiple times per year to help them plan, purchase the right inputs, and manage their farming operations to optimize outcomes. In addition to its retail footprint, Lavoro’s Crop Care Cluster is a vertically-integrated producer of specialty fertilizers, crop protection products, and private label biological crop inputs, or “biologics.” Lavoro’s biologics portfolio is designed to help protect plants from disease, pests, and weeds — without the carbon and lingering environmental persistence of traditional crop chemistry — and help farmers improve soil health and productivity with decreased use of synthetic fertilizers. See “ — Q: Who is Lavoro?” below for additional information.
Based on its due diligence investigations of Lavoro and the industry in which it operates, including the financial and other information provided by Lavoro Agro Limited in the course of negotiations, the TPB SPAC Board believes that the Business Combination with Lavoro is in the best interests of TPB SPAC and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. Furthermore, although the TPB SPAC Board believes that the Business Combination with Lavoro Agro Limited presents an attractive business combination opportunity and is in the best interests of TPB SPAC and TPB SPAC shareholders, the TPB SPAC Board did consider certain potentially material negative factors in arriving at that conclusion. For additional information, see the sections entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business
 
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Combination Proposal — The TPB SPAC Board’s Reasons for Approval of the Business Combination” and “Risk Factors” in the accompanying proxy statement/prospectus.
The TPB SPAC Board also considered that certain directors and officers of TPB SPAC have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Related to TPB SPAC and the Business Combination — The Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Q:
What will Lavoro Agro Limited’s equityholders receive in return for the Business Combination with TPB SPAC?
A:
At the Third Effective Time, each Lavoro Share that is not a Cashout Share issued and outstanding immediately prior to the Third Effective Time (other than shares owned by the Company, Third Merger Sub or any wholly owned subsidiary of the Company) shall be canceled and converted into the right to receive a number of validly issued, fully paid and nonassessable New Lavoro Class A Ordinary Shares equal to the Per Share Stock Consideration. The Per Share Stock Consideration and the Per Share Cash Consideration are calculated based on an equity valuation equal to $1,125,000,000, as adjusted by the Adjustment Factor (which may be less than one and result in a reduced equity valuation), divided by the number of Outstanding Company Equity Securities (as defined in the Business Combination Agreement and determined immediately prior to the Third Effective Time).
In addition, at or prior to the Third Effective Time, TPB SPAC will pay to the Investment Funds in respect of the Cashout Shares, if any, in immediately available funds, an amount equal to, in the aggregate, the Cash Consideration, if any, which is defined as (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing, (b) less the Aggregate SPAC Shareholder Redemption Payments Amount, plus (c) the net amount of proceeds actually paid to SPAC upon consummation of the PIPE Investment, less (d) US$250,000,000. If any Cash Consideration is due, each Cashout Share owned by the Investment Funds shall be canceled and converted into the right to receive the Per Share Cash Consideration, which is an amount, as of immediately prior to the Third Effective Time, equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities. The Investment Funds’ share ownership may be reduced in the event that the Investment Funds are owed any Cash Consideration under the Business Combination Agreement in respect of the Cashout Shares, if any. Patria may be deemed to beneficially own the Investment Funds. See “Security Ownership of Certain Beneficial Owners and Management.
Q:
Who is Lavoro?
A:
Lavoro is a leading player in the Latin America agricultural inputs retail market, with operations spread across Brazil and Colombia, and an emergent agricultural input trading company in Uruguay. Lavoro has three reportable segments: (1) the Brazil Cluster, which comprises companies dedicated to the distribution of agricultural inputs such as crop protection, seeds, fertilizers and specialty products, in Brazil; (2) the LATAM Cluster, which includes companies dedicated to the distribution of agricultural inputs outside Brazil (primarily in Colombia); (3) and the Crop Care Cluster, which includes companies that produce and import their own portfolio of private label products including off-patent crop protection and specialty products (e.g., biologicals and specialty fertilizers). Thanks to its scale, differentiated business model, private label specialty products and digital strategy, Lavoro can offer farmers a comprehensive portfolio of products and services. Lavoro’s goal is to help customers succeed by providing omnichannel support throughout the crop cycle via Lavoro’s RTVs, our e-commerce platform and our digital application called Super App. Lavoro has a highly skilled and technical salesforce — its RTVs — that provides high quality agronomic advisory services, generating value for farmers and, in turn, gaining their trust. With Lavoro’s proprietary database analysis, which is internally known as the Control Tower, Lavoro seeks to acquire an intimate understanding of farmer clients and
 
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to offer products and services tailored to their specific needs. Lavoro also focuses on an innovative business model by providing a large portfolio of private label products.
Lavoro occupies a central role in the agribusiness chain providing small and medium-sized farmers the most suitable agricultural inputs and services to grow their crops at higher yields, which in turn improves their profitability. These small and medium-sized farmers ranging between 100 and 10,000 hectares in planted acreage are typically not serviced directly by agricultural input producers. In Brazil, this segment of the market represents 65% of the cultivated land, whereas large farmers (owning more than 10,000 hectares) and micro farmers (owning less than 100 hectares) represent 15% and 20% respectively, according to a 2017 census by IBGE. Lavoro does not focus on large farmers, who given their sizeable purchase volumes are typically directly serviced by agricultural inputs suppliers.
Lavoro has a broad geographical footprint in the countries where it operates. In Brazil, it is present in several states, with meaningful positions in the States of Mato Grosso, Paraná, Minas Gerais, Mato Grosso do Sul, Rio Grande do Sul, and São Paulo, key agriculture centers in the country. In Colombia, Lavoro is present in 30 states and is an important agricultural input distributor as well. Lavoro’s future growth plans include entry into Chile, Peru and Paraguay, where it is currently holding conversations with potential targets, as well as other countries in South and Central America. Although the business is highly seasonal and affected by adverse weather conditions and other factors beyond Lavoro’s control, which may cause its sales and operating results to fluctuate significantly, given the company’s geographical diversification, Lavoro provides products and services for various types of crops, decreasing its exposure to particular weather events and the seasonality of specific crop types. As of June 30, 2022, Lavoro had 193 physical stores, of which 156 are in Brazil and 37 are in Colombia. Lavoro’s 924 RTVs monitor the day-to-day needs of farmers and the evolution of each crop through regular visits. Lavoro’s technical visits provide a wide range of advisory assistance, including crop-planning, planting and harvest advice, agricultural input selection advice, product application recommendations, among others, which Lavoro believes are important for sales conversion and client loyalty.
Q:
What equity stake will current TPB SPAC shareholders and Lavoro shareholders have in New Lavoro after the Closing?
A:
As of the date of this proxy statement/prospectus, there are (i) 18,036,299 TPB SPAC Class A Ordinary Shares outstanding underlying units issued in the initial public offering and (ii) 4,509,074 TPB SPAC Class B Ordinary Shares outstanding (all of which are held by the Sponsor and initial shareholders, before giving effect to the Business Combination). As of the date of this proxy statement/prospectus, there are 4,071,507 private placement warrants outstanding (all of which are held by the Sponsor) and 6,012,099 public warrants outstanding. Each whole TPB SPAC Warrant entitles the holder thereof to purchase one TPB SPAC Class A Ordinary Shares and will entitle the holder thereof to purchase one New Lavoro Ordinary Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of TPB SPAC’s outstanding public shares are redeemed in connection with the Business Combination), TPB SPAC’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be an aggregate of 32,628,979 ordinary shares.
TPB SPAC cannot predict how many of the public TPB SPAC shareholders will exercise their right to have their TPB SPAC Class A Ordinary Shares redeemed for cash. As a result, TPB SPAC has elected to provide three different redemption scenarios of TPB SPAC shares into cash, each of which produces different allocations of total TPB SPAC equity between holders of TPB SPAC ordinary shares. The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results. The following table illustrates varying estimated ownership levels in New Lavoro immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
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Share Ownership in New Lavoro(1)(9)
No Redemptions(2)
Interim
Redemptions(3)
Maximum
Redemptions(4)
(Percentage of Outstanding Shares)
TPB SPAC Shareholders (other than the Sponsor and TPB SPAC Directors)(5)(6)
14.4% 11.4% 8.6%
Sponsor (including PIPE Investment)(5)(6)(7)
9.1% 9.2% 9.5%
TPB SPAC Directors(5)(6)
* * *
Investment Funds(5)(6)(8)
76.4% 79.4% 81.9%
Other Lavoro Shareholders(5)(6)
*
Less than one percent.
(1)
As of immediately following the consummation of the Business Combination and in each case, in consideration of the Sponsor that is also an existing shareholder of TPB SPAC. In addition, the above excludes all TPB SPAC Warrants that may be exercised for New Lavoro Ordinary shares. Percentages may not add to 100% due to rounding.
(2)
Assumes that no public shares are redeemed.
(3)
Assumes that 3,852,217 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of US$10.00 per share.
(4)
Assumes that 7,704,433 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of US$10.00 per share.
(5)
Excludes (i) the New Lavoro Warrants, (ii) equity awards to be issued under the New Lavoro Equity Plan, and (iii) an aggregate of up to 1,663,405 New Lavoro Class A ordinary shares reserved for issuance under the Lavoro Share Plan. To the extent equity awards are issued after Closing under the New Lavoro Equity Plan, shareholders will experience dilution.
(6)
Assuming an Adjustment Factor of 0.8922 based on the current estimation of New Lavoro’s management.
(7)
Excludes the Vesting Founder Shares.
(8)
The Investment Funds’ share ownership reflects the Cash Consideration paid pursuant to the terms of the Business Combination Agreement in respect of the Cashout Shares, if any, and the cancellation of the corresponding Cashout Shares converted into the right to receive the Per Share Cash Consideration, which is an amount, as of immediately prior to the Third Effective Time, equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities. Patria may be deemed to beneficially own the Investment Funds. See “Security Ownership of Certain Beneficial Owners and Management.
(9)
Shareholders will experience additional dilution to the extent New Lavoro issues additional shares after the Closing. The table above excludes: (a) 10,083,606 shares of New Lavoro Class A Ordinary Shares that will be issuable upon the exercise of 4,071,507 private placement warrants and 6,012,099 public warrants; and (b) equity awards to be issued under the New Lavoro Equity Plan and an aggregate of up to 1,663,405 New Lavoro Class A ordinary shares reserved for issuance under the Lavoro Share Plan. The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares:
 
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Assuming No
Redemptions of
Public Shares
Assuming Interim
Redemptions of
Public Shares
Assuming Maximum
Redemptions of
Public Shares
Shares
Percentage
Shares
Percentage
Shares
Percentage
Total Ordinary Shares outstanding at Closing(a)
125,114,450 91.4% 124,398,051 91.4% 120,545,835 91.1%
Ordinary Shares underlying public warrants
6,012,099 4.4% 6,012,099 4.4% 6,012,099 4.5%
Ordinary Shares underlying the private placement warrants
4,071,507 3.0% 4,071,507 3.0% 4,071,507 3.1%
Ordinary Shares initially reserved for issuance under the Lavoro Share Plan
1,663,405 1.2% 1,663,405 1.2% 1,663,405 1.3%
(a)
Subject to the assumptions described in footnotes (1) through (8) of the table above.
If the actual facts are different than these assumptions, the percentage ownership retained by TPB SPAC public shareholders following the business combination will be different. The public warrants and private placement warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Founder shares will be converted into shares of New Lavoro Class A ordinary shares at the Closing on a one-for-one basis.
The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Q:
Who will be the executive officers and directors of New Lavoro if the Business Combination is consummated?
A:
The Business Combination Agreement provides that, immediately following the Closing, New Lavoro’s board of directors will consist of seven directors. The initial composition of New Lavoro’s board of directors will be comprised of (i) four individuals to be designated by certain Lavoro shareholders and (ii) three individuals to be designated by the Sponsor. Sponsor has no further designation rights following the initial board composition. As a result, New Lavoro’s board of directors following the Closing is expected to be comprised of Ricardo Leonel Scavazza, Marcos de Mello Mattos Haaland, Daniel Fisberg, David Friedberg, Michael Stern, Lauren StClair and Eduardo Daher. See “New Lavoro Management Following the Business Combination — Executive Officers and Directors.
New Lavoro’s executive team following the Closing is expected to be comprised of Ruy Cunha (Chief Executive Officer), Laurence Beltrão Gomes (Chief Financial Officer), Marcelo Pessanha (Crop Care Chief Executive Officer), Gustavo Modenesi (Chief Strategy Officer), Karen Christiane Ramirez Chaves de Mello (Chief Human Resources Officer), Gustavo Ocampo Duran (Latin America General Manager), Marcos Strobel (Chief Digital Officer) and Rafael Ughini Villarroel (Business Unit Brazil President).
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are a number of closing conditions in the Business Combination Agreement, including that TPB SPAC’s shareholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement.”
 
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Q:
What happens if I sell my shares of TPB SPAC Ordinary Shares before the Extraordinary General Meeting of shareholders?
A:
The record date for the Extraordinary General Meeting of shareholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of TPB SPAC Ordinary Shares after the record date, but before the Extraordinary General Meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting of shareholders. However, you will not be entitled to receive any New Lavoro Ordinary Shares following the Closing because only TPB SPAC’s shareholders on the date of the Closing will be entitled to receive New Lavoro Ordinary Shares in connection with the Closing.
Q:
What vote is required to approve the proposals presented at the Extraordinary General Meeting of shareholders?
A:
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Merger Proposal and the Governing Documents Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
Accordingly, a TPB SPAC shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting of shareholders, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. For purposes of approval, an abstention or failure to vote will have no effect on the Adjournment Proposal.
Q:
Do Lavoro’s shareholders need to approve the Business Combination?
A:
Following the effectiveness of this proxy statement/prospectus (the “Proxy Clearance Date”), Lavoro will convene and hold an extraordinary general meeting of the Lavoro shareholders for the purposes of obtaining the approval of, among other things, the Business Combination Agreement and the transactions contemplated thereby. Such extraordinary general meeting of the Lavoro shareholders shall be held not more than ten (10) Business Days after the Proxy Clearance Date.
Q:
Will TPB SPAC or New Lavoro issue additional equity securities in connection with the consummation of the Business Combination?
A:
In connection with the Business Combination, TPB SPAC entered into a Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to subscribe for and purchase, and TPB SPAC agreed to issue and sell to the Sponsor an aggregate of 10,000,000 TPB SPAC Class A Ordinary Shares at a price of US$10.00 per share, for aggregate gross proceeds of US$100,000,000. The TPB SPAC Class A Ordinary Shares to be issued pursuant to a Subscription Agreement have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. In connection with the First Merger, each TPB SPAC Class A Ordinary Shares to be issued to the Sponsor pursuant to the Sponsor PIPE Investment will be canceled and converted into the right to receive one New Lavoro Ordinary Share. New Lavoro will grant the Sponsor certain customary registration rights in connection with the Sponsor PIPE Investment. The PIPE Investment is contingent upon, among other things, the substantially concurrent closing of the Business Combination.
Q:
How many votes do I have at the Extraordinary General Meeting of shareholders?
A:
TPB SPAC’s shareholders are entitled to one vote at the Extraordinary General Meeting for each share of TPB SPAC Ordinary Shares held of record as of the record date. As of the close of business on the record date, there were 22,545,373 shares of TPB SPAC Ordinary Shares outstanding, of which
 
25

 
18,036,299 are TPB SPAC Class A Ordinary Shares and 4,509,074 are TPB SPAC Class B Ordinary Shares held by the Sponsor and initial shareholders.
Q:
How will the Sponsor and the initial shareholders vote?
A:
The Sponsor and the initial shareholders, which together own 4,509,074 TPB SPAC Class B Ordinary Shares (before giving effect to the Business Combination), have agreed pursuant to the Amendment to the Sponsor Letter Agreement to, among other things, vote in favor of the Business Combination Agreement and the Business Combination contemplated thereby (including any amendments to TPB SPAC’s Existing Governing Documents) on the terms and subject to the conditions set forth in Amendment to the Sponsor Letter Agreement. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 20% of the issued and outstanding TPB SPAC Ordinary Shares.
Q:
What interests do TPB SPAC’s current officers and directors have in the Business Combination?
A:
In considering the recommendation of our board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally, as detailed below. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Further, the interests of members of the Sponsor or current officers or directors of TPB SPAC may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating TPB SPAC. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that certain of our directors and officers are principals of our Sponsor;

the fact that 4,509,074 Founder Shares for which the Sponsor paid US$25,000, will convert on a one-for-one basis, into 4,509,074 shares of New Lavoro Ordinary Shares upon the Closing (subject to certain vesting conditions pursuant to the terms of the Amendment to the Sponsor Letter Agreement and before giving effect to the Business Combination), and such shares will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New Lavoro, as described further below, and will be worthless if an initial business combination is not consummated:
TPB SPAC Class B
Ordinary
Shares(1)
Value of TPB SPAC
Class B
Ordinary
Shares implied
by Business
Combination(2)
Value of TPB SPAC
Class B
Ordinary
Shares based on
recent trading
price(3)
Sponsor(4)
4,404,074 $ 44,040,740 $ 44,481,147
Kerry Cooper
35,000 $ 350,000 $ 353,500
Neil Renninger
35,000 $ 350,000 $ 353,500
April Underwood
35,000 $ 350,000 $ 353,500
David Friedberg
Bharat Vasan
William Hauser
(1)
Interests shown consist solely of Founder Shares. Such shares will automatically convert into New Lavoro Ordinary Shares upon the Closing of the Business Combination on a one-for-one basis.
(2)
Assumes a value of US$10.00 per share, the deemed value of the New Lavoro Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New Lavoro Ordinary Shares are unrestricted and freely tradable.
 
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(3)
Assumes a value of US$10.10 per share, which was the closing price of the TPB SPAC Class A Ordinary Shares on the Nasdaq on January 27, 2023. Also assumes the completion of the Business Combination and that the New Lavoro Ordinary Shares are unrestricted and freely tradable.
(4)
Includes all TPB SPAC Class B Ordinary Shares held by the Sponsor. Upon Closing of the Business Combination, such shares will automatically convert into New Lavoro Ordinary Shares on a one-for-one basis, and 3,006,050 of the New Lavoro Ordinary Shares held by the Sponsor shall be subject to vesting conditions (“Vesting Founder Shares”).

the fact that if an initial business combination is not consummated by August 13, 2023, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of US$53,223,000, which investment included $45,090,740 in value of TPB SPAC Class B Ordinary Shares, valued at an assumed price of US$10.00 per share, the value implied by the Business Combination, a capital contribution of US$25,000, the acquisition of 4,071,507 private placement warrants for a purchase price of US$6,107,260 in the aggregate, and US$2,000,000 currently outstanding under an unsecured promissory note issued in the amount of up to US$3,000,000;

the fact that given the differential in the purchase price that our Sponsor paid for the TPB SPAC Class B Ordinary Shares as compared to the price of the public shares sold in the initial public offering and the 4,509,074 New Lavoro Ordinary Shares that the Sponsor and initial shareholders will receive upon conversion of the TPB SPAC Class B Ordinary Shares in connection with the Business Combination, the Sponsor and all initial shareholders may earn a positive rate of return on their investment even if the New Lavoro Ordinary Shares trades below the price initially paid for the public shares in the initial public offering and the public shareholders experience a negative rate of return following the completion of the Business Combination;

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if TPB SPAC fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

the fact that in connection with the Business Combination, we entered into the Subscription Agreement with the Sponsor, which provides for the purchase by the Sponsor of an aggregate of 10,000,000 TPB SPAC Class A Ordinary Shares, for a purchase price of US$10.00 per ordinary share, in a private placement, the closing of which will occur immediately prior to the Closing;

the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by August 13, 2023, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) US$10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act;

the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited (as of the date of this proxy statement/prospectus, none of our officers and directors have incurred any out-of-pocket expenses);

the fact that, upon completion of the Business Combination, Barclays Capital Inc. (“Barclays”) and Code Advisors, who acted as joint bookrunners and representatives of the underwriters of the initial public offering, will be entitled to an aggregate deferred underwriting commission of US$6,312,705. The underwriters of the initial public offering have agreed to waive their rights to the
 
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deferred underwriting commission held in the Trust Account in the event TPB SPAC does not complete an initial business combination by August 13, 2023. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by August 13, 2023, and TPB SPAC is therefore required to be liquidated, the underwriters of the initial public offering will not receive any of the deferred underwriting commission and such funds will be returned to TPB SPAC’s public shareholders upon its liquidation;

the fact that each of Canaccord Genuity LLC and Stifel, Nicolaus & Company, Incorporated will receive fees in connection with certain capital markets and financial advisory services provided to TPB SPAC, upon the closing of the Business Combination;

the fact that pursuant to the A&R Registration Rights Agreement (as defined below), the Sponsor can demand registration of its registrable securities and it will also have “piggy-back” registration rights to include their securities in other registration statements filed by New Lavoro subsequent to the Closing, whereas it does not have such rights today;

the fact that on April 28, 2022, TPB SPAC issued an unsecured promissory note (the “2022 Note”) in the principal amount of up to US$3,000,000 to our Sponsor, of which US$1,000,000 was funded upon execution of the 2022 Note, and as of September 30, 2022, there was US$2,000,000 outstanding under the 2022 Note;

the fact that, if the Business Combination or another initial business combination is not consummated, the 2022 Note may not be repaid to TPB SPAC, in whole or in part, and persons or entities that provided the funds made available to our Sponsor for working capital purposes in connection with the 2022 Note will not be repaid the amounts that they contributed for this purpose;

the anticipated continuation of one of our directors as a director at New Lavoro; and

the continued indemnification of current directors and officers of TPB SPAC and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.
These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Certain Other Interests in the Business Combination.”
Q:
Did the TPB SPAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
The TPB SPAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The TPB SPAC Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. For further information on the material analysis that led to the calculation of the total consideration, see “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Summary of TPB SPAC’s Financial Analysis.” The TPB SPAC Board also determined, without seeking a valuation from a financial advisor, that Lavoro’s fair market value was at least 80% of TPB SPAC’s net assets (excluding deferred underwriting discounts and commissions), based on Lavoro’s existing shareholders receiving New Lavoro Ordinary Shares at US$10 per share compared to TPB SPAC’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of the TPB SPAC Board as described above in valuing the Lavoro business and assuming the risk that the board of directors may not have properly valued such business. You should also read the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — TPB SPAC Board’s Reasons for Approval of the Business Combination.”
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you may redeem your public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of TPB
 
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SPAC’s IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to TPB SPAC to pay its franchise and income taxes, upon the consummation of the Business Combination. The per-share amount TPB SPAC will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions TPB SPAC will pay to the underwriters of its initial public offering if the Business Combination is consummated. Holders of the outstanding TPB SPAC Warrants do not have redemption rights with respect to such TPB SPAC Warrants in connection with the Business Combination. The Sponsor and the initial shareholders have agreed, in partial consideration of receiving the Founder Shares, to waive their redemption rights with respect to their Founder Shares and any public shares that they may have acquired as part of or after TPB SPAC’s initial public offering in connection with the completion of TPB SPAC’s initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of US$181,358,178 on September 30, 2022, the estimated per share redemption price would have been approximately US$10.055. This is greater than the US$10.00 initial public offering price of TPB SPAC’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to TPB SPAC to pay franchise and income taxes (less up to US$100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account.
Q:
Is there a limit on the number of shares I may redeem?
A:
A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights in an amount of shares exceeding 15% of the public shares. Accordingly, all shares owned by a holder in excess of 15% of the public shares will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the public shares may redeem all of the public shares held by him or her for cash.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.
It is a condition to closing under the Business Combination Agreement, however, that TPB SPAC satisfies the Minimum SPAC Cash Condition. If the Minimum SPAC Cash Condition is not met, then neither TPB SPAC nor Lavoro Agro Limited will be required to consummate the Business Combination although TPB SPAC and Lavoro Agro Limited may mutually agree to waive this condition pursuant to the Business Combination Agreement.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time on February 17, 2023 (two business days before the February 22, 2023 Extraordinary General Meeting), (i) submit a written request to TPB SPAC’s transfer agent that TPB SPAC redeem your public shares for cash, and (ii) tender your shares to TPB SPAC’s transfer agent physically or electronically through Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, TPB SPAC’s transfer agent, is listed under the question “— Who can help answer my questions?” below. TPB SPAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic tender of your shares generally will be faster than delivery of physical share certificates.
A physical share certificate will not be needed if your shares are tendered to TPB SPAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing
 
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broker, DTC and TPB SPAC’s transfer agent will need to act to facilitate the request. It is TPB SPAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because TPB SPAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TPB SPAC’s consent, until the vote is taken with respect to the Business Combination. If you tendered your shares for redemption to TPB SPAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that TPB SPAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting TPB SPAC’s transfer agent at the phone number or address listed under the question “— Who can help answer my questions?
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
A U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations” below) of TPB SPAC Class A Ordinary Shares that exercises its redemption rights may (subject to the application of the “passive foreign investment company,” or “PFIC,” rules) be treated as selling New Lavoro Ordinary Shares, resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of New Lavoro Ordinary Shares.
Q:
What are the U.S. federal income tax consequences of the Business Combination to U.S. Holders of TPB SPAC Class A Ordinary Shares and TPB SPAC Warrants?
A:
As discussed in more detail below, and subject to the assumptions, limitations, and qualifications under “Material U.S. Federal Income Tax Considerations,” the SPAC Mergers will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). If this treatment applies, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of TPB SPAC Class A Ordinary Shares and TPB SPAC Warrants (together, the “TPB SPAC Securities”) for New Lavoro Ordinary Shares and New Lavoro Warrants (together, the “New Lavoro Securities”) pursuant to the SPAC Mergers, subject to the discussion contained herein on whether TPB SPAC or New Lavoro is treated as a PFIC.
All holders of TPB SPAC Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the SPAC Mergers, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.
Q:
If I hold TPB SPAC Warrants, can I exercise redemption rights with respect to my TPB SPAC Warrants?
A:
No. There are no redemption rights with respect to the TPB SPAC Warrants.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
Under the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares. Dissenters’ rights are not available under the Companies Act if an open market for the shares exists on a recognized stock exchange, such as Nasdaq, for a specified period after a merger is authorized. Regardless of whether dissenters’ rights are or are not available, shareholders can exercise the rights of redemption as set out herein. The TPB SPAC Board has determined that the redemption proceeds payable to shareholders who
 
30

 
exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of TPB SPAC Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the Trust Account will be released (i) to pay TPB SPAC shareholders who properly exercise their redemption rights and (ii) for general corporate purposes of New Lavoro following the Business Combination.
Q:
What happens if the Business Combination Proposal is not approved?
A:
If the Business Combination Proposal is not approved, the Business Combination will not be consummated.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — The Business Combination Agreement” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Business Combination Agreement or otherwise, TPB SPAC is unable to complete a business combination by August 13, 2023, TPB SPAC’s Existing Governing Documents provide that TPB SPAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to TPB SPAC to pay its franchise and income taxes (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TPB SPAC’s remaining shareholders and board of directors, dissolve and liquidate, subject in each case to TPB SPAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Related to TPB SPAC and the Business Combination — We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem TPB SPAC’s public shares and liquidate, in which case TPB SPAC’s public shareholders may only receive US$10.00 per share, or less than such amount in certain circumstances, and TPB SPAC Warrants will expire worthless” and “— Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.” Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.
In the event of liquidation, there will be no distribution with respect to outstanding TPB SPAC Warrants. Accordingly, the TPB SPAC Warrants will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting of shareholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived, including approval by TPB SPAC shareholders of the proposals being submitted to them in this proxy statement/prospectus.
For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal.”
 
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Q:
What do I need to do now?
A:
You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of TPB SPAC Ordinary Shares on January 17, 2023, the record date for the Extraordinary General Meeting of shareholders, you may vote with respect to the applicable proposals in person at the Extraordinary General Meeting of shareholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting of shareholders and vote in person, obtain a proxy from your broker, bank or nominee.
Q:
What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?
A:
At the Extraordinary General Meeting of shareholders, TPB SPAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have no effect on the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by TPB SPAC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.
Q:
Do I need to attend the Extraordinary General Meeting of shareholders to vote my shares?
A:
No. You are invited to attend the Extraordinary General Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary General Meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage paid envelope. Your vote is important. TPB SPAC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
Q:
If I am not going to attend the Extraordinary General Meeting of shareholders in person, should I return my proxy card instead?
A:
Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the Extraordinary General Meeting of shareholders, but will have no effect on
 
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the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. However, in no event will a broker non-vote also have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to Morrow Sodali prior to the vote at the Extraordinary General Meeting of shareholders, or attend the Extraordinary General Meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali, provided such revocation is received prior to the vote at the Extraordinary General Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
What is the quorum requirement for the Extraordinary General Meeting of shareholders?
A:
Holders of a majority in voting power of TPB SPAC Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of TPB SPAC’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the Extraordinary General Meeting.
As of the record date for the Extraordinary General Meeting, 11,272,687 shares of TPB SPAC Ordinary Shares would be required to achieve a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the Extraordinary General Meeting of shareholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the Extraordinary General Meeting or by proxy, or the presiding officer of the Extraordinary General Meeting of shareholders, may authorize adjournment of the Extraordinary General Meeting to another date.
Q:
What happens to TPB SPAC Warrants I hold if I vote my TPB SPAC Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?
A:
Properly exercising your redemption rights as a TPB SPAC shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your TPB SPAC Warrants will become New Lavoro Warrants as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your TPB SPAC Warrants, and if TPB SPAC does not otherwise consummate an initial business combination by August 13, 2023, TPB SPAC will be required to dissolve and liquidate, and your TPB SPAC Warrants will expire worthless.
 
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Q:
Will the Sponsor be purchasing Forward Purchase Units pursuant to the Sponsor Forward Purchase Agreement in connection with the Business Combination?
A:
No. On August 10, 2021, TPB SPAC entered into a forward purchase agreement with the Sponsor, pursuant to which the Sponsor agreed to purchase up to an aggregate of 2,500,000 Units (the “Forward Purchase Units”), at a price of US$10.00 per unit, for an aggregate purchase price of up to US$25,000,000 (“Sponsor Forward Purchase Agreement”). The right to purchase Forward Purchase Units in connection with the Business Combination has been waived by the Sponsor and the Sponsor Forward Purchase Agreement shall be terminated upon the consummation of the Business Combination.
Q:
Will the additional forward purchasers be purchasing Forward Purchase Shares pursuant to those certain Third Party Forward Purchase Agreements in connection with the Business Combination?
A:
No. On August 10, 2021, TPB SPAC entered into additional forward purchase agreements, whereby additional forward purchasers agreed to purchase approximately 8,750,000 Class A ordinary shares (the “Forward Purchase Shares”), at a price of US$10.00 per share, for an aggregate purchase price of approximately US$87,500,000 in connection with the closing of the initial Business Combination (“Third Party Forward Purchase Agreements”). The right to purchase Forward Purchase Shares in connection with the Business Combination has been waived by each entity party to the Third Party Forward Purchase Agreements.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
TPB SPAC will pay the cost of soliciting proxies for the Extraordinary General Meeting. TPB SPAC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Extraordinary General Meeting. TPB SPAC has agreed to pay Morrow Sodali a fee of US$30,000. TPB SPAC will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. TPB SPAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of TPB SPAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of TPB SPAC Ordinary Shares and in obtaining voting instructions from those owners. TPB SPAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the proxy card you should contact TPB SPAC’s proxy solicitor:
Morrow Sodali LLC
Telephone: +1(800) 662-5200
Banks and brokers: +1(203) 658-9400
Email: TPBA.info@investor.morrowsodali.com
You may also contact TPB SPAC at:
David Friedberg
TPB Acquisition Corporation I
1 Letterman Drive, Suite A3-1
San Francisco, CA 94129
Email: spac@theproductionboard.com
To obtain timely delivery, TPB SPAC’s shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting.
You may also obtain additional information about TPB SPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
 
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If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to TPB SPAC’s transfer agent prior to 5:00 p.m., Eastern time, on February 17, 2023, the second business day prior to the Extraordinary General Meeting of shareholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
The following summary highlights material information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You are urged to read carefully this entire proxy statement/prospectus (including the financial statements and annexes attached hereto) and other documents which are referred to in this proxy statement/prospectus in order to fully understand the Business Combination. See “Where You Can Find More Information” on page 348. Most items in this summary include a page reference directing you to a more complete description of those items. Unless the context otherwise requires, all references in this subsection to “TPB SPAC,” “we,” “us” or “our” refer to the business of TPB SPAC Acquisition Company prior to the consummation of the Business Combination.
The Parties to the Business Combination
TPB SPAC
TPB SPAC is a blank check company incorporated as a Cayman Islands exempted company on February 8, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. TPB SPAC’s sponsor is a wholly-owned subsidiary of The Production Board, LLC (“TPB”), a science-driven venture foundry and investment holding company with sustainability-focused portfolio companies that operate across the food, agriculture, biomanufacturing, and life sciences sectors. Through our sponsor, TPB will provide us with unique expertise in identifying high-potential businesses, attracting key talent, and differentiated access to a deep network of investors and entrepreneurs worldwide.
New Lavoro and Merger Subs
New Lavoro, a Cayman Islands exempted company, was incorporated on August 25, 2022. Each of First Merger Sub, Second Merger Sub and Third Merger Sub is a Cayman Islands exempted company and a direct wholly owned subsidiary of New Lavoro. Neither New Lavoro nor the Merger Subs will be affiliated with TPB SPAC prior to the consummation of the Business Combination. Until the consummation of the Business Combination, New Lavoro will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments.
In connection with the consummation of the Business Combination, (i) First Merger Sub will merge with and into TPB SPAC with TPB SPAC surviving as a wholly-owned subsidiary of New Lavoro, (ii) immediately thereafter TPB SPAC will merge with and into Second Merger Sub with Second Merger Sub surviving as a wholly-owned subsidiary of New Lavoro and (iii) as promptly as practicable thereafter, Third Merger Sub will merge with and into Lavoro Agro Limited, with Lavoro Agro Limited surviving as a direct wholly-owned subsidiary of New Lavoro.
Lavoro
This summary highlights selected information about Lavoro appearing elsewhere in this proxy statement/prospectus. To better understand the Business Combination and proposals to be considered at the Extraordinary General Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and the information presented under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lavoro,” “Business of Lavoro” and Lavoro Group’s financial statements and notes thereto.
Overview
Lavoro is a leading player in the Latin America agricultural inputs retail market, with operations spread across Brazil and Colombia, and an emergent agricultural input trading company in Uruguay. Lavoro plays a key role in the agriculture value chain, providing farmers with a comprehensive portfolio of services and products through an omnichannel platform designed for farmers’ needs. Lavoro focuses on serving small and medium-sized farmers (owning between 100 and 10,000 hectares), which represent 65% of the total agricultural land in Brazil, whereas large farmers (owning more than 10,000 hectares) and micro farmers (owning less than 100 hectares) represent 15% and 20%, respectively according to a 2017 census by the
 
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IBGE. As of June 30, 2022, Lavoro has a broad geographical footprint, covering the most important agricultural states in Brazil and Colombia, supported by 193 physical stores and 924 RTVs, as well as its own digital channel. Lavoro’s future growth plans include entry into Chile, Peru and Paraguay, where Lavoro is currently holding conversations with potential targets, as well as other countries in South and Central America.
[MISSING IMAGE: tm2225919d5-map_comp4clr.jpg]
Source: Company.
Lavoro has long-standing relationships with several of the industry’s key suppliers, and as a result, Lavoro is able to deliver a comprehensive portfolio of crop protection, fertilizers, seeds and specialty products. Lavoro is also investing in the creation of a portfolio of private label products through its Crop Care Cluster. As a result of its large portfolio of products, Lavoro can offer a customized approach and better meet the needs of its farmer clients regardless of size, crop type or climate characteristics.
[MISSING IMAGE: tm2225919d5-tbl_produ4c.jpg]
 
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Source: Company analysis for FY22.
(1)
Other revenues represent the remaining 3% of revenues.
Lavoro’s digital channel consists of an e-commerce platform that enables farmers to place their agricultural inputs orders online both through an e-commerce site and via its proprietary mobile application for its clients called Super App. Lavoro’s Super App is a hub of products and services to digitally integrate farmers with it and its partners. The application provides multiple solutions to Lavoro’s farmer clients, such as technical information, field monitoring, debt renegotiation, pre-pricing, weather forecasting, credit status verification, and other management and financial products.
Lavoro differentiates itself from competitors with a strong mergers and acquisitions, or M&A, execution track record and pipeline, a prominent leadership position in the agricultural inputs retail market in Latin America, a highly diversified operation across geographies, clients, suppliers and crops, highly trained and engaged RTVs to deliver the best service to its clients, and a strong position in the digital transformation of agriculture in the region.
Since Lavoro began operations in 2017 and as of the date of this proxy statement/prospectus, Lavoro has completed a total of 24 M&A transactions to become one of the leading agricultural inputs players in Colombia and Brazil in a short period of time. Lavoro has continued to strengthen this position by developing its own line of proprietary agricultural input products. The market in which Lavoro operates is still very fragmented and Lavoro believes it is one of the best positioned players to lead this consolidation. Moreover, Lavoro’s expertise allows it to integrate targets within its platform in less than 12 months, while its centralized management model enables Lavoro to extract synergies from every transaction, including economies of scale in procurement of agricultural input products, inventory management, logistics and other general and administrative operations. Lavoro also leverages its proprietary credit scoring system to mitigate financial risk for revenue booked via short-term credit to its clients.
The Business Combination (Page 156)
Pursuant to the terms of the Business Combination Agreement, Lavoro Agro Limited and TPB SPAC will each become a wholly owned direct subsidiary, respectively, of New Lavoro. For more information about the Business Combination see the section entitled “The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
Pre-Business Combination Structure
The following diagram depicts the simplified organizational structure of TPB SPAC, New Lavoro and Lavoro Agro Limited immediately before the Business Combination.
Pre-Business Combination Structure — TPB SPAC
[MISSING IMAGE: tm2225919d5-fc_tpbbw.jpg]
 
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Pre-Business Combination Structure — New Lavoro
[MISSING IMAGE: tm2225919d1-fc_lavorobw.jpg]
Pre-Business Combination Structure — Lavoro Agro Limited
[MISSING IMAGE: tm2225919d1-fc_agrobw.jpg]
The following diagram depicts the simplified organizational structure of New Lavoro and its subsidiaries immediately after the consummation of the Business Combination.
Post-Business Combination Structure
[MISSING IMAGE: tm2225919d5-fc_postbusbw.jpg]
 
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Recent Developments
FIAGRO (Agribusiness Credit Rights Investment Fund)
On July 22, 2022, we entered into an agreement to transfer receivables in the aggregate amount of R$160.0 million to Lavoro Agro Fundo de Investimentos nas Cadeias Produtivas Agroindustriais (Fiagro) — Direitos Creditórios, or “Fiagro,” an investment fund legal structure established under Brazilian law designed specifically for investing in agribusiness credit rights receivables. Given the long collection period associated with certain of our receivables, the acquisition of such receivables by the Fiagro investment fund enables us to anticipate the receipt of funds from such receivables, and to use such resources to obtain more favorable payment terms and conditions with our vendors.
The Fiagro fund was structured with several tranches of quotas, with senior and mezzanine quotas bearing interest at a benchmark rate of return ranging from the CDI rate + 2.45% per year up to the CDI rate + 8.0% per year. Residual returns from the Fiagro fund, if any, are paid on the subordinated quotas, which do not bear interest and are not otherwise entitled to any pre-established rate of return. Senior and mezzanine quotas amortize annually over a three year period after an initial 24-month grace period, whereas subordinated quotas amortize at the end of the fifth annual period.
Certain of Patria’s related parties acquired the mezzanine quotas of Fiagro in an aggregate amount of R$56.0 million. Lavoro acquired the subordinated quotas of Fiagro in an aggregate amount of R$8.1 million. Under the terms of the Fiagro, we are not liable in case there is a default on the credit rights acquired by the fund, but any such default may adversely affect our stake in Fiagro quotas. Our agreement to assign certain credit rights to Fiagro will expire when all assigned receivables have been liquidated.
Pattern Ag Partnership
On October 21, 2022, Lavoro announced a multi-year partnership with soil metagenomics and digital agronomy leader Pattern Ag to offer farmers in Brazil a service that will help them assess crop risks and nutrient deficiencies and offer specific product recommendations through personalized software experience. Pattern Ag was founded with an initial investment from an affiliate of the Sponsor and is one of The Production Board’s portfolio companies. Given Lavoro’s scale and store footprint, we believe Lavoro is positioned to help bring this advantaged technology service offering to farmers across the country. This strategic partnership expands Lavoro’s portfolio of digital tools and services available to Brazilian farmers. With Pattern Ag, Lavoro plans to offer clients a digital agronomy platform that will help them map their fields, analyze their agronomy data, leverage applied metagenomics sequencing and soil chemistry analysis, and provide specific production application recommendations to clients, helping farmers improve productivity and aiming to increase crop yields and reduce farmers’ costs, land and water usage, and carbon footprint.
New Financing Transactions
Subsequent to June 30, 2022, through the date of this proxy statement/prospectus, certain of our Brazilian and Colombian subsidiaries entered into a number of financing agreements totaling an aggregate principal amount of R$890.5 million, with interest rates ranging from CDI Rate plus 1.60% to 5.85% and up to 13.40% at a fixed rate and maturities ranging from January 2023 to July 2025 and COP$64,104.4 million, with interest rates ranging from IBR Rate plus 1.50% to 6.35% and up to 19.60% at a fixed rate and maturities ranging from July 2023 to November 2027. These new financing transactions are in line with our business plan and reflect the seasonality of our business as the last quarter usually demands additional working capital. Our principal new financing agreements are described below:
New Bank Credit Notes (CCB) and Related Term Loan Facilities
On December 8, 2022, our subsidiary Lavoro Agro Holding S.A. issued a Bank Credit Note (Cédula de Crédito Bancário, or “CCB”) to Banco Alfa de Investimento S.A. in an aggregate principal amount of R$125.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 1.60% p.a. and maturing on April 10, 2023. This CCB is guaranteed by our subsidiaries Distribuidora Pitangueiras de Produtos Agropecuários S.A., or Pitangueiras, Agrovenci — Comércio, Importação, Exportação e Agropecuária Ltda., or Agrovenci, and Lavoro Agrocomercial S.A., or Lavoro Agrocomercial.
 
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On December 8, 2022, our subsidiary Lavoro Agro Holding S.A. issued a CCB to Banco do Brasil S.A. in an aggregate principal amount of R$125.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 1.70% p.a. and maturing on March 28, 2023. This CCB is guaranteed by our subsidiaries Pitangueiras, Agrovenci and Lavoro Agrocomercial.
New Export Credit Notes (NCE) and Related Term Loan Facilities
On October 27, 2022, our subsidiary Lavoro Agrocomercial issued Export Credit Notes (Nota de Crédito à Exportação, or “NCE”) to Banco ABC S.A. in an aggregate principal amount of R$50.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 3.00% p.a. and maturing on October 27, 2023. This NCE is guaranteed by our subsidiary Lavoro Agro Holding S.A.
On September 12, 2022, our subsidiary Lavoro Agrocomercial issued an NCE to Banco do Brasil S.A. in an aggregate principal amount of R$50.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 2.86% p.a. and maturing on August 25, 2023. This NCE is guaranteed by our subsidiary Lavoro Agro Holding S.A.
On September 19, 2022, our subsidiary Distribuidora Pitangueiras de Produtos Agropecuários S.A., or Pitangueiras, issued an NCE to Banco do Brasil S.A. in an aggregate principal amount of R$50.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 2.86% p.a. and maturing on August 25, 2023. This NCE is guaranteed by our subsidiary Lavoro Agro Holding S.A.
On September 20, 2022, our subsidiary Lavoro Agrocomercial issued an NCE to Banco Citibank S.A. in an aggregate principal amount of R$84.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 2.98% p.a. and maturing on September 20, 2023. This NCE is guaranteed by our subsidiary Lavoro Agro Holding S.A.
On September 22, 2022, our subsidiary Pitangueiras issued an NCE to Banco Safra S.A. in an aggregate principal amount of R$100.0 million, with interest accruing at a rate per annum equal to the CDI Rate plus 2.80% p.a. and maturing on September 18, 2023. This NCE is guaranteed by our subsidiary Lavoro Agro Holding S.A., Lavoro Agrocomercial and Produtec.
New Acquisition
On January 13, 2023, our subsidiary Crop Care entered into an agreement for the acquisition of a 70% interest in Cromo Indústria Química Ltda., or “Cromo.” The purchase price of the acquisition totaled R$21.7 million, and is expected to be paid in cash in three installments: R$10.8 million on the closing date, R$5.4 million a year after the closing date and R$5.4 million two years after the closing date, all as adjusted by the IPCA. The completion of this acquisition is subject to the fulfilment of conditions precedent customary for this type of transaction, which include obtaining the requisite approvals from the relevant regulatory authorities in Brazil.
Corporate Information
Lavoro’s principal executive offices are located at Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401, São Paulo, SP, 04548-005, Brazil, and Lavoro’s telephone number at our principal executive offices is +55 (11) 4280-0709. Lavoro’s principal website is www.lavoroagro.com/en/. The information that appears on Lavoro’s website is not part of, and is not incorporated by reference into, this proxy statement/prospectus.
Consideration to be Received in the Business Combination (Page 158)
At the First Effective Time, (i) each issued and outstanding TPB SPAC Class A Ordinary Share and TPB SPAC Class B Ordinary Share will be canceled and converted into the right to receive one New Lavoro Class A Ordinary Share and one New Lavoro Class B Ordinary Share, respectively, and (ii) each issued and outstanding whole warrant to purchase TPB SPAC Class A Ordinary Shares will become exercisable solely for New Lavoro Class A Ordinary Shares. The number of shares of New Lavoro Class A Ordinary Shares subject to each TPB SPAC Warrant assumed by New Lavoro shall be determined using the SPAC Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of New Lavoro Class A Ordinary Shares. The exercise price of such assumed SPAC Warrants shall be determined by
 
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dividing (A) the per share exercise price of TPB SPAC Ordinary Shares subject to such TPB SPAC Warrant, as in effect immediately prior to the First Effective Time, by (B) the SPAC Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent, subject to the same terms and conditions existing prior to such conversion, except to the extent provided under the terms of a TPB SPAC Warrant for certain further adjustments.
At the Third Effective Time, each Lavoro Share that is not a Cashout Share issued and outstanding immediately prior to the Third Effective Time (other than shares owned by Lavoro Agro Limited, Third Merger Sub or any wholly owned subsidiary of Lavoro Agro Limited) shall be canceled and converted into the right to receive a number of validly issued, fully paid and nonassessable New Lavoro Class A Ordinary Shares equal to the Per Share Stock Consideration. In addition, at or prior to the Third Effective Time, SPAC will pay to the Investment Funds in respect of the Cashout Shares, if any, in immediately available funds, an amount equal to, in the aggregate, the Cash Consideration, if any, which is defined as (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing, (b) less the Aggregate SPAC Shareholder Redemption Payments Amount, plus (c) the net amount of proceeds actually paid to SPAC upon consummation of the PIPE Investment, less (d) US$250,000,000. If any Cash Consideration is due, each Cashout Share owned by the Investment Funds shall be canceled and converted into the right to receive the Per Share Cash Consideration, which is an amount, as of immediately prior to the Third Effective Time, equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities. The Investment Funds’ share ownership may be reduced in the event that the Investment Funds are owed any Cash Consideration under the Business Combination Agreement in respect of the Cashout Shares, if any. Patria may be deemed to beneficially own the Investment Funds. See “Security Ownership of Certain Beneficial Owners and Management.”
In addition, the Sponsor has agreed that 3,006,050 of New Lavoro Ordinary Shares to be issued to Sponsor in respect of the Class B ordinary shares of TPB SPAC held by the Sponsor are subject to vesting. See “Certain Agreements Related to the Business Combination” for more information.
Conditions to Complete the Business Combination (Page 171)
The obligations of the parties to consummate the Business Combination are subject to the satisfaction of the following conditions at or prior to the First Effective Time:

at the Extraordinary General Meeting (including any adjournments thereof), the approval of the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal by TPB SPAC shareholders;

the approval by the Lavoro shareholders of the Third Merger and such other actions contemplated by the Business Combination Agreement and evidence of such approval;

receipt of all necessary pre-Closing governmental authorizations as contemplated by the Business Combination Agreement;

TPB SPAC having at least US$5,000,001 of net tangible assets remaining after accounting for the TPB SPAC shareholder redemptions;

the absence of any law or order enjoining or prohibiting the consummation of the Business Combination and other related transactions;

the receipt of approval for the New Lavoro Ordinary Shares to be listed on the Nasdaq (or another public stock market or exchange in the United States as may be mutually agreed upon by TPB SPAC and Lavoro);

the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC; and

TPB SPAC having at least US$180,000,000 in SPAC Cash upon the consummation of the Business Combination immediately before the Closing.
 
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Unless waived by Lavoro in writing, the obligations of Lavoro to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each of the following conditions:

the representations and warranties of TPB SPAC pertaining to corporate organization, due authorization, no conflicts governmental filings, business activities, TPB SPAC board approval and recommendation, and brokers’ and similar fees being true and correct in all respects and the representations and warranties of TPB SPAC pertaining to capitalization and the absence of certain changes or events being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

all other representations and warranties of TPB SPAC being true and correct as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to TPB SPAC;

each of the covenants of TPB SPAC to be performed or complied with as of or prior to the First Effective Time pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to TPB SPAC will have occurred that exists as of the Closing;

delivery by TPB SPAC to Lavoro Agro Limited of a certificate signed by an authorized representative of TPB SPAC, dated as of the First Effective Time, certifying that certain conditions have been fulfilled; and

making of appropriate arrangements by TPB SPAC to have the Trust Account (less certain amounts paid and to be paid pursuant to the Business Combination Agreement) available to TPB SPAC for payments to be made under the Business Combination Agreement at Closing.
Unless waived by TPB SPAC in writing, the obligations of TPB SPAC Parties to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each of the following conditions:

the representations and warranties of Lavoro Agro Limited, New Lavoro, First Merger Sub, Second Merger Sub and Third Merger Sub pertaining to corporate organization, subsidiaries, due authorization, no conflicts with such party’s governing documents and brokers’ and similar fees being true and correct in all respects and the representations and warranties of Lavoro Agro Limited, New Lavoro, First Merger Sub, Second Merger Sub and Third Merger Sub pertaining to capitalization being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

the representations and warranties of Lavoro Agro Limited pertaining to the absence of certain changes or events being true and correct in all material respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

all other representations and warranties of Lavoro Agro Limited being true and correct as the Closing or, if they expressly relate to an earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to Lavoro Agro Limited;

each of the covenants of Lavoro Agro Limited, New Lavoro, First Merger Sub, Second Merger Sub and Third Merger Sub to be performed or complied with as of or prior to the First Effective Time pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to Lavoro Agro Limited will have occurred that exists as of the Closing;
 
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delivery by Lavoro Agro Limited to TPB SPAC of a certificate signed by an authorized representative of Lavoro, dated as of the First Effective Time, certifying that certain conditions have been fulfilled; and

delivery by Lavoro Agro Limited of the A&R Registration Rights Agreement, executed by New Lavoro.
Termination of the Business Combination Agreement (Page 173)

The Business Combination Agreement provides customary termination rights for parties. In the event of termination of the Business Combination Agreement, the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or shareholders, other than liability of any party thereto for any intentional breach of the Business Combination Agreement by such party prior to such termination or intentional fraud; provided, that obligations under the Confidentiality Agreement (as defined in the Business Combination Agreement) and certain obligations related to the Trust Account and certain other provisions required under the Business Combination Agreement shall, in each case, survive any termination of the Business Combination Agreement.

If the Business Combination Agreement is terminated other than in connection with a breach by TPB SPAC, Lavoro Agro Limited will pay to TPB SPAC, within two business days after the effectiveness of such termination, an amount equal to US$3,500,000 (the “Expense Reimbursement”). If the Business Combination Agreement is terminated in circumstances in which the Expense Reimbursement is payable in accordance with Section 10.3 of the Business Combination Agreement, and Lavoro Agro Limited pays the Expense Reimbursement to TPB SPAC in accordance therewith, the Expense Reimbursement will be the sole and exclusive remedy of TPB SPAC, the Sponsor and any of their respective shareholders, stockholders, members, owners, partners, representatives and affiliates, and each of their respective successors and assigns (the “SPAC Related Parties”) against any of Lavoro Agro Limited, New Lavoro, the Merger Subs and any of their respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates (the “Lavoro Related Parties”), and the SPAC Related Parties will be deemed to have waived all other remedies in connection with the Business Combination Agreement, the Transaction Agreements or any of the Transactions (including equitable remedies) with respect to any and all losses, liabilities, damages or expenses suffered or incurred by any of the SPAC Related Parties in connection with the Business Combination Agreement, the Transaction Agreements or the Transactions, including as a result of any failure of the Closing to be consummated, and any breach by Lavoro Agro Limited of its obligation to consummate the Transactions or any other covenant, obligation, representation or other provision set forth in the Business Combination Agreement.
Certain Agreements Related to the Business Combination (Page 175)
Voting and Support Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, New Lavoro, TPB SPAC and the Lavoro Agro Limited shareholders have entered into a voting and support agreement (the “Voting and Support Agreement”), pursuant to which, prior to the First Effective Time (and conditioned upon the occurrence of the First Effective Time), such Lavoro Agro Limited shareholders will, among other things, vote to approve the Third Merger and such other actions as contemplated in the Business Combination Agreement for which the approval of the Lavoro Agro Limited shareholders is required.
Lock-up Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, New Lavoro, TPB SPAC and the Lavoro Agro Limited shareholders have entered into a lock-up agreement (the “Lock-up Agreement”), pursuant to which, the Lavoro Agro Limited shareholders agreed, among other things, to certain transfer restrictions on the New Lavoro Class A Ordinary Shares, held by such Lavoro Agro Limited shareholder, as of the closing date immediately following the Mergers (the “Lock-up Shares”) for a period (i) for 25% of the Lock-Up Shares held by the Lavoro shareholders (and their respective permitted transferees),
 
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the date that is 180 days following the closing date, (ii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 50% of the Lock-Up Shares) held by the Lavoro Agro Limited shareholders (and their respective permitted transferees), the date that is one year following the closing date, (iii) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 75% of the Lock-Up Shares) held by the Lavoro Agro Limited shareholders (and their respective permitted transferees), the date that is eighteen (18) months following the closing date, and (iv) for an additional 25% of the Lock-Up Shares (i.e., totaling an aggregate of 100% of the Lock-Up Shares) held by the Lavoro Agro Limited shareholders (and their respective permitted transferees), the date that is two years following the closing date, subject to certain exceptions. The Lock-up Agreement also provides for a carveout from the Investment Funds’ lockup after Closing, such that the Investment Funds are permitted to transfer their Lavoro Shares to any third party so long as such third party agrees to be bound by the same lockup period set forth in the Lock-up Agreement.
Subscription Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor entered into a Subscription Agreement, pursuant to which the Sponsor has committed to subscribe for and purchase for an aggregate purchase price of US$100,000,000, 10,000,000 TPB SPAC Class A Ordinary Shares (at US$10.00 per share), which includes subscriptions by the Sponsor that has agreed to subscribe for 10,000,000 TPB SPAC Class A Ordinary Shares in the aggregate. Such subscribed shares will convert to New Lavoro Ordinary Shares in connection with the Business Combination. New Lavoro has also agreed to grant certain customary registration rights to the Sponsor in connection with the Sponsor PIPE Investment.
Amendment to the Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor amended its existing letter agreement, dated August 13, 2021, as amended on September 14, 2022 (the “Amendment to the Sponsor Letter Agreement”) with TPB SPAC and its directors and officers pursuant to which the Sponsor agreed to, among other things, (i) vote all of their respective TPB SPAC Class B Ordinary Shares, par value US$0.0001 per share (the “Founder Shares”) in favor of the Business Combination and related transactions, (ii) to take certain other actions in support of the Business Combination Agreement and related transactions, (iii) waive certain anti-dilution protections to which it would otherwise be entitled to in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Amendment to the Sponsor Letter Agreement, and (iv) to be bound by transfer restrictions for two years after the Closing Date (“Sponsor Lock-Up”), provided however (x) 50% of the Founder Shares shall be released from the Sponsor Lock-Up one year following the Closing Date, (y) an additional 25% of the Founder Shares (i.e., totaling an aggregate of 75% of the Founder Shares) shall be released from the Sponsor Lock-Up eighteen (18) months following the Closing Date, and (z) an additional 25% of the Founder Shares (i.e., totaling an aggregate of 100% of the Founder Shares) shall be released from the Sponsor Lock-Up the date that is two years following the Closing Date.
The Sponsor also agreed that 3,006,050 of the Founder Shares held by the Sponsor shall be subject to vesting (“Vesting Founder Shares”) whereby (i) 50% of the Vesting Founder Shares will vest if at any time during the 3-year period following the Closing Date the closing share price of the New Lavoro Ordinary Shares is greater than or equal to US$12.50 over any 20 trading days within any consecutive 30 trading day period and (ii) the remaining 50% of the Vesting Founder Shares will vest if at any time during the 3 year period following the Closing Date the closing share price of the New Lavoro Ordinary Shares is greater than or equal to US$15.00 over any 20 trading days within any consecutive 30 trading day period, subject to the terms of the Amendment to the Sponsor Letter Agreement (the end of such period, the “Vesting Release Date”). For clarity, the Sponsor cannot transfer any Vesting Founder Shares until such shares vest, even subsequent to the expiration of the Sponsor Lock-Up. Any Vesting Founder Shares that have not vested in accordance with the Amendment to the Sponsor Letter Agreement on or before the Vesting Release Date will be immediately forfeited at 11:59 p.m., New York, New York time on the Vesting Release Date. The Sponsor waived any right to vote (whether at any meeting of the holders of New Lavoro Ordinary Shares, by written resolution or otherwise) the Vesting Founder Shares owned by it during any period of time that such Vesting Founder Shares are subject to vesting.
Any dividends or other distributions paid with respect to the Vesting Founder Shares during any period of time that such Vesting Founding Shares are subject to vesting shall be deposited by New Lavoro
 
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for the benefit of the Sponsor in a separate account held and maintained solely for the benefit of Sponsor, subject to the terms and conditions of that certain escrow agreement to be entered into by and between the parties (the “Escrow Agreement”). The parties agree that for U.S. federal, state and local tax purposes, Sponsor is the owner of the Vesting Founder Shares and the Escrow Account, and in furtherance of the foregoing, Sponsor will be treated as the recipient of (A) any dividends or other distributions paid with respect to the Vesting Founder Shares (“Dividends”) and (B) any interest or other income or gains earned with respect to amounts held in the Escrow Account (“Escrow Income”), whether or not ultimately distributed from the Escrow Account to Sponsor. Upon the vesting of any Vesting Founder Shares, New Lavoro shall instruct the escrow agent to release any amounts held in the escrow account (including Dividends and Escrow Income) in respect of such Vesting Founder Shares to Sponsor. In the event that any Vesting Founder Shares are forfeited, then any amounts held in the escrow account (including Dividends and Escrow Income) in respect of such Vesting Founder Shares forfeited to Lavoro Agro Limited. For the avoidance of doubt, no tax reporting shall be required in respect of the release of all or a portion of any amounts from the escrow account to Sponsor, and Sponsor shall be responsible for paying taxes (including any penalties and interest thereon) on all taxable Dividends and any Escrow Income, and for filing all necessary tax returns with respect to such income.
A&R Registration Rights Agreement
At the consummation of the Business Combination, New Lavoro, the Sponsor and certain persons named therein will enter into an amended and restated registration rights agreement, pursuant to which that certain Registration Rights Agreement will be amended and restated in its entirety, as of the Closing. As a result, the holders of registrable securities will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes a number of registrable securities with a total offering price in excess of US$30.0 million. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New Lavoro shall not be required to conduct more than two underwritten offerings in any 12-month period. In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New Lavoro subsequent to the Closing. New Lavoro has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective within 90 days of the Closing.
Ownership of New Lavoro Upon Completion of the Business Combination
As of the date of this proxy statement/prospectus, there are (i) 18,036,299 TPB SPAC Class A Ordinary Shares outstanding underlying units issued in the initial public offering and (ii) 4,509,074 TPB SPAC Class B Ordinary Shares outstanding (all of which are held by the Sponsor and initial shareholders, before giving effect to the Business Combination). As of the date of this proxy statement/prospectus, there are 4,071,507 private placement warrants outstanding (all of which are held by the Sponsor) and 6,012,099 public warrants outstanding. Each whole warrant entitles the holder thereof to purchase one TPB SPAC Class A Ordinary Shares and will entitle the holder thereof to purchase one New Lavoro Ordinary Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of TPB SPAC’s outstanding public shares are redeemed in connection with the Business Combination), TPB SPAC’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be an aggregate of 32,628,979 ordinary shares.
TPB SPAC cannot predict how many of the public TPB SPAC shareholders will exercise their right to have their TPB SPAC Class A Ordinary Shares redeemed for cash. As a result, TPB SPAC has elected to provide the three different redemption scenarios of TPB SPAC shares into cash, each of which produces different allocations of total TPB SPAC equity between holders of TPB SPAC ordinary shares. The following table illustrates varying estimated ownership levels in New Lavoro immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
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Share Ownership in New Lavoro(1)(9)
No
Redemptions(2)
Interim
Redemptions(3)
Maximum
Redemptions(4)
(Percentage of Outstanding Shares)
TPB SPAC Shareholders (other than the Sponsor and TPB SPAC Directors)(5)(6)
14.4% 11.4% 8.6%
Sponsor (including PIPE Investment)(5)(6)(7)
9.1% 9.2% 9.5%
TPB SPAC Directors(5)(6)
* * *
Investment Funds(5)(6)(8)
76.4% 79.4% 81.9%
Other Lavoro Shareholders(5)(6)
*
Less than one percent.
(1)
As of immediately following the consummation of the Business Combination and in each case, in consideration of the Sponsor that is also an existing shareholder of TPB SPAC. In addition, the above excludes all TPB SPAC Warrants that may be exercised for New Lavoro Ordinary shares. Percentages may not add to 100% due to rounding.
(2)
Assumes that no public shares are redeemed.
(3)
Assumes that 3,852,217 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of US$10.00 per share.
(4)
Assumes that 7,704,433 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of US$10.00 per share.
(5)
Excludes (i) the New Lavoro Warrants, (ii) equity awards to be issued under the New Lavoro Equity Plan, and (iii) an aggregate of up to 1,663,405 New Lavoro Class A ordinary shares reserved for issuance under the Lavoro Share Plan. To the extent equity awards are issued after Closing under the New Lavoro Equity Plan, shareholders will experience dilution.
(6)
Assuming an Adjustment Factor of 0.8922 based on the current estimation of New Lavoro’s management.
(7)
Excludes the Vesting Founder Shares.
(8)
The Investment Funds’ share ownership reflects the Cash Consideration paid pursuant to the terms of the Business Combination Agreement in respect of the Cashout Shares, if any, and the cancellation of the corresponding Cashout Shares converted into the right to receive the Per Share Cash Consideration, which is an amount, as of immediately prior to the Third Effective Time, equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities. Patria may be deemed to beneficially own the Investment Funds. See “Security Ownership of Certain Beneficial Owners and Management.”
(9)
Shareholders will experience additional dilution to the extent New Lavoro issues additional shares after the Closing. The table above excludes: (a) 10,083,606 shares of New Lavoro Class A Ordinary Shares that will be issuable upon the exercise of 4,071,507 private placement warrants and 6,012,099 public warrants; and (b) equity awards to be issued under the New Lavoro Equity Plan and an aggregate of up to 1,663,405 New Lavoro Class A ordinary shares reserved for issuance under the Lavoro Share Plan. The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares:
Assuming No
Redemptions of
Public Shares
Assuming
Interim
Redemptions of
Public Shares
Assuming
Maximum
Redemptions of
Public Shares
Shares
Percentage
Shares
Percentage
Shares
Percentage
Total Ordinary Shares outstanding
at Closing(a)
125,114,450 91.4% 124,398,051 91.4% 120,545,835 91.1%
 
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Assuming No
Redemptions of
Public Shares
Assuming
Interim
Redemptions of
Public Shares
Assuming
Maximum
Redemptions of
Public Shares
Shares
Percentage
Shares
Percentage
Shares
Percentage
Ordinary Shares underlying public
warrants
6,012,099 4.4% 6,012,099 4.4% 6,012,099 4.5%
Ordinary Shares underlying the private placement warrants
4,071,507 3.0% 4,071,507 3.0% 4,071,507 3.1%
Ordinary Shares initially reserved for issuance under the Lavoro Share Plan
1,663,405 1.2% 1,663,405 1.2% 1,663,405 1.3%
(a)
Subject to the assumptions described in footnotes (1) through (8) of the table above.
If the actual facts are different than these assumptions, the percentage ownership retained by TPB SPAC public shareholders following the business combination will be different. The public warrants and private placement warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Founder shares will be converted into shares of New Lavoro Class A ordinary shares at the Closing on a one-for-one basis.
The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.
See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Redemption Rights (Page 126)
Pursuant to TPB SPAC’s Existing Governing Documents, TPB SPAC is providing the TPB SPAC shareholders with the opportunity to have their public shares redeemed at the Closing of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding TPB SPAC Class A Ordinary Shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters of our IPO. For illustrative purposes, based on funds in the Trust Account of US$181,358,178, as of September 30, 2022, the estimated per share redemption price would have been approximately US$10.055. TPB SPAC shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals. TPB SPAC’s Existing Governing Documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of TPB SPAC, will be restricted from exercising this redemption right in an amount of shares exceeding 15% of the public shares in the aggregate without the prior consent of TPB SPAC. There will be no redemption rights with respect to the TPB SPAC Warrants. The Sponsor and the initial shareholders, the holders of our TPB SPAC Class B Ordinary Shares issued in a private placement prior to the IPO, have entered into the Amendment to the Sponsor Letter Agreement with us pursuant to which the Sponsor and the initial shareholders have agreed to waive, in partial consideration of receiving the Founder Shares and for our covenants and commitments therein, their redemption rights with respect to their Founder Shares and any public shares the Sponsor and the initial shareholders may have acquired as part of or after our IPO in connection with the completion of the Business Combination. Permitted transferees of our Sponsor will be subject to the same obligations.
Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of income taxes payable) in connection with the liquidation
 
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of the Trust Account or if we subsequently complete a different initial business combination on or prior to August 13, 2023, and such shares are tendered for redemption in connection with such different initial business combination.
TPB SPAC will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the Closing. The Closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination.
Each redemption of public shares by TPB SPAC’s public shareholders will decrease the amount in our Trust Account, which held US$181,358,178 as of September 30, 2022. In no event will TPB SPAC redeem public shares in an amount that would cause its net tangible assets to be less than US$5,000,001. See the section entitled “The Extraordinary General Meeting of TPB SPAC Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Description of New Lavoro Share Capital (Page 332)
New Lavoro is an exempted company incorporated with limited liability in the Cayman Islands. Its affairs will be governed, following the Closing of the Business Combination, by the Proposed Governing Documents and the Companies Act.
Upon the Closing of the Business Combination, the authorized share capital of New Lavoro will be US$1,500,000 consisting of 1,400,000,000 New Lavoro Ordinary Shares and 100,000,000 New Lavoro Preferred Shares, par value US$0.001 each. As of the date of this proxy statement/prospectus, there was one New Lavoro Ordinary Share issued and outstanding. See “Description of New Lavoro Share Capital.”
New Lavoro Management Following the Business Combination (Page 323)
The Business Combination Agreement provides that, immediately following the Closing. New Lavoro’s board of directors will consist of seven directors. The initial composition of New Lavoro’s board of directors will be comprised of four individuals to be designated by certain Lavoro shareholders, and three individuals by the Sponsor. As a result, New Lavoro’s board of directors following the Closing is expected to be comprised of Ricardo Leonel Scavazza, Marcos de Mello Mattos Haaland, Daniel Fisberg, David Friedberg, Michael Stern, Lauren StClair and Eduardo Daher.
New Lavoro’s executive team following the Closing is expected to be comprised of Ruy Cunha (Chief Executive Officer), Laurence Beltrão Gomes (Chief Financial Officer), Marcelo Pessanha (Crop Care Chief Executive Officer), Gustavo Modenesi (Chief Strategy Officer), Karen Christiane Ramirez Chaves de Mello (Chief Human Resources Officer), Gustavo Ocampo Duran (Latin America General Manager), Marcos Strobel (Chief Digital Officer) and Rafael Ughini Villarroel (Business Unit Brazil President).
Accounting Treatment (Page 197)
Pursuant to the terms of the Business Combination Agreement, upon closing of the Business Combination, the shareholders of New Lavoro shall comprise the former shareholders of Lavoro Agro Limited and certain of the former shareholders of TPB SPAC (including the holders of the public shares of TPB SPAC which are currently publicly traded). Upon closing of the Business Combination, assuming that none of TPB SPAC’s existing public shareholders exercise their redemption rights and upon the other assumptions set forth elsewhere in this proxy statement/prospectus, TPB SPAC’s existing shareholders are expected to own approximately 14.4% of the outstanding share capital of New Lavoro, and the former shareholders of Lavoro Agro Limited are expected to own approximately 76.4% of the outstanding share capital of New Lavoro (assuming no redemptions, excluding the Vesting Founder Shares, and an Adjustment Factor of 0.8922 based on the current estimation of New Lavoro’s management) and control New Lavoro, as the ongoing operations of New Lavoro will be those of Lavoro, managed by Lavoro’s senior management.
TPB SPAC does not meet the definition of a “business” pursuant to IFRS 3 — Business Combinations (“IFRS 3”); accordingly, the Business Combination will be accounted for as a capital reorganization in
 
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accordance with IFRS 2, Share-Based Payments (“IFRS 2”). For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.” Under this method of accounting, TPB SPAC would be expected to be treated as the “acquired” company for financial reporting purposes, and New Lavoro will be the accounting “acquirer.” The net assets of TPB SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of fair value of New Lavoro Ordinary Shares issued over the fair value of TPB SPAC’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. The unaudited pro forma condensed combined financial information assumes that TPB SPAC Warrants would be expected to be accounted for as liabilities in accordance with IAS 32 following the consummation of the Business Combination and, accordingly, would be subject to ongoing mark-to-market adjustments through the statement of profit or loss.
Appraisal or Dissenters’ Rights (Page 128)
No appraisal or dissenters’ rights are available to holders of TPB SPAC Class A Ordinary Shares or TPB SPAC Warrants in connection with the Business Combination. The Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the TPB SPAC Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).
Status as Emerging Growth Company
TPB SPAC is, and Lavoro will be treated as, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, for certain purposes until the earlier of the completion of the Business Combination and June 30, 2023, and consequently, until such time, New Lavoro will be treated as an “emerging growth company.” As such, New Lavoro has elected to take advantage of certain exemptions that allow it to comply with reduced disclosure obligations in this proxy statement/prospectus that are applicable to other public companies that are not “emerging growth companies.” If some investors find New Lavoro’s securities less attractive as a result, there may be a less active trading market for New Lavoro’s securities and the prices of New Lavoro’s securities may be more volatile.
Foreign Private Issuer
As a “foreign private issuer,” New Lavoro will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that New Lavoro must disclose differ from those governing U.S. companies pursuant to the Exchange Act. New Lavoro will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange
 
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Act. As a “foreign private issuer,” New Lavoro is permitted to follow certain home country corporate governance practices in lieu of the requirements of the Nasdaq Rules pursuant to Nasdaq Rule 5615(a)(3), which provides for such exemption to compliance with the Nasdaq Rule 5600 Series.
In addition, as a “foreign private issuer,” New Lavoro’s officers and directors and holders of more than 10% of the issued and outstanding New Lavoro Ordinary Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability. See “Risk Factors — Risks Related to New Lavoro — As a foreign private issuer and a company treated as an emerging growth company for certain purposes, New Lavoro will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies,” “Risk Factors — Risks Related to New Lavoro — New Lavoro may lose its foreign private issuer status, which would then require New Lavoro to comply with the Exchange Act’s domestic reporting regime and cause New Lavoro to incur significant legal, accounting and other expenses” and “New Lavoro Management Following the Business Combination — Foreign Private Issuer Status.”
Controlled Company
Upon the consummation of the Business Combination, New Lavoro will be a “controlled company” within the meaning of the Nasdaq corporate governance rules because it is expected that the Investment Funds will beneficially own more than 50% of the total voting power of all issued and outstanding New Lavoro Ordinary Shares immediately following the consummation of the Business Combination. As a result, the Investment Funds will have the ability to exercise significant influence over the election of the directors of New Lavoro and the authorization of major corporate transactions.
Under the Nasdaq corporate governance rules, New Lavoro may elect not to comply with certain corporate governance rules, including the requirements (1) that a majority of New Lavoro’s board of directors must consist of independent directors, (2) New Lavoro’s director nominees must be selected or recommended to the board of directors solely by independent directors or by a nominations committee that is comprised entirely of independent directors and (3) that the New Lavoro Board must have a compensation committee that is comprised entirely of independent directors. New Lavoro intends to rely on all of the foregoing exemptions available to a “controlled company.” As a result, you will not have the same protection afforded to shareholders of companies that are subject to this corporate governance requirement.
Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination (Page 151)
When considering the recommendation of our board of directors that our shareholders vote in favor of the approval of the Business Combination, TPB SPAC’s shareholders should be aware that our Sponsor and certain of its directors and officers have interests in the Business Combination that may conflict with the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. TPB SPAC’s shareholders should take these interests into account in deciding whether to approve the Business Combination. For a description of these interests, see “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination” and “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Certain Other Interests in the Business Combination.”
The TPB SPAC Board’s Reasons for Approval of the Business Combination (Page 137)
In evaluating the Business Combination, the TPB SPAC Board reviewed the results of due diligence conducted by TPB SPAC’s management and its advisors. In particular, the TPB SPAC Board considered, among other things, the following positive factors, although not weighted and not presented in any order of significance:

Lavoro’s Large and Fast-Growing Addressable Market in Latin America.   As a region, Latin America is already the largest agriculture, or ag, export market in the world. Brazil, as a country, is second only to the United States and the Latin American agricultural export market is growing faster than any other region. The total addressable market for agricultural inputs in Brazil is estimated to be
 
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US$38 billion and grew at a 16% compound annual growth rate, or “CAGR,” between 2017 and 2021. As a growing region, most of Latin America benefits from two, and in some cases, three crop harvests per year for certain crops, which gives the farmland immense potential for productivity per hectare as compared to the rest of the world. However, technology and services adoption in Brazil lags behind that of the US. For example, variable rate seeding tools, which allow farmers to vary and precisely control the type of seed and amount of fertilizer and pesticides used, have driven meaningful productivity and sustainability gains for U.S. farmers and are used by an estimated 70% of U.S. row crop farmers today, compared to just an estimated 9% of Brazilian farmers. New technologies, including services such as soil testing and tools like digital agronomy, which are nearly ubiquitous in the U.S. but just emerging in the Latin American agricultural markets, are expected to drive significant market expansion.

The Urgency of Technology Adoption to Reduce Global Famine and Environmental Footprint of Agriculture.   For over 30 years, humans have significantly reduced the rate of global famine. Unfortunately, we are now facing a dramatic escalation in the rate of undernourishment and a massive calorie gap to overcome to meet the needs of a growing global population. Climate change, pandemic, and global conflicts are creating volatility in agricultural inputs, commodities, and food availability prices, creating a long-term need for significantly higher baseline agricultural production. Historically, food production has climbed as we have expanded the total number of hectares farmed around the world. Today, however, we are effectively out of farmland. As such, technology adoption must accelerate to achieve increased overall production levels through higher productivity gains per hectare of land. And agriculture technology is not just about productivity, it’s also about sustainability. Generating more calories with less land, water, energy, and carbon can have a profound effect on the footprint of farming.

Lavoro’s Position as the Top Agricultural Inputs Retailer in Brazil.   We believe that as the largest agricultural retailer in Brazil, Lavoro is the key to allow farmers across Latin America to realize their true potential through technology adoption. As of June 30, 2022, Lavoro operated 193 retail stores across the Latin America region, servicing over 60,000 farmers with a network of 924 RTVs. Those RTVs meet with their farmer clients on a regular basis, helping them make decisions about what to do on their farm, what products to buy, and how to use them, and ultimately sell them the seed, fertilizer, crop protection and specialty products they need. Given its essential role as a trusted advisor to farmers, agricultural retail is the key element to driving the adoption of new technologies that enhance productivity and improve sustainability of farming.

Lavoro’s Demonstrated Execution Track Record.   In just five years since inception, Lavoro successfully acquired and integrated 24 businesses, and generated R$8.2 billion in pro forma revenue in the fiscal year ended June 30, 2022 alone and R$151.3 million in pro forma net income in the same period. Lavoro grew its revenue by a CAGR of 69% between fiscal year 2020 to fiscal year 2022, including a 23% and 14% year-over-year organic growth1 in fiscal year 2021 and fiscal year 2022, respectively. Through its scalable M&A playbook of operational improvements, Lavoro has demonstrated post-acquisition revenue synergies and has multiplied the pre-acquisition revenue growth of its newly acquired businesses by an average of over 2x from fiscal year 2018 to fiscal year 2021. It has done so by adding new stores to the acquired retail networks, creating new value through improving the product portfolio and cross-selling new products, and by delivering sales operations improvements via best practices and technology.

Lavoro’s Expansive Future Opportunities via M&A.   Despite being the largest agricultural retailer in Brazil, Lavoro only has approximately 10% of the market share2, when considering only the “independent” agricultural retailers. Brazil’s agricultural retail footprint is highly fragmented, with
1
We calculate organic growth based on the growth of the companies that we had already acquired as of the first day of the fiscal year.
2
Represents the share of sales in crop protection and seeds market. Excludes co-operatives and global suppliers that sell directly to large farmers.
 
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the top 10 largest players controlling only 39% of the market3 as of June 30, 2021, comparatively to the U.S. where it is estimated that the top 6 players control 66% of the market share as of the same period. Through 24 successful acquisitions, Lavoro has built a core competency in sourcing, diligencing, negotiating, and integrating small- and medium-sized retailers, representing a meaningful competitive advantage in Latin America. We believe that secular factors will continue to drive the industry in Latin America to consolidate in years to come, and Lavoro is well positioned to be a beneficiary of this secular trend for years to come.

Lavoro’s Highly Synergistic, Vertically Integrated Crop Care Cluster.   An additional key competitive advantage for Lavoro relative to local players is its vertical integration via its Crop Care Cluster (“Crop Care”). Crop Care’s portfolio of private label products, including biologics and specialty fertilizers, is sold through Lavoro and other agricultural retail channels. The major bottleneck to growth for biologics and specialty fertilizer manufacturers is the sales channel, as selling these products is highly technical and requires the RTVs to be specifically trained in selling these specialty products. By having the manufacturing arm and sales channel under one roof, Lavoro removed that bottleneck through training and incentivizing its RTV sales force to sell these specialty products, which generates higher margins for the agricultural retailer. While Crop Care accounted for 14% of Lavoro’s gross profit as of fiscal year 2022 (up from 4% in fiscal year 2021), we anticipate that Crop Care’s growth will continue to outpace the Brazil Cluster and LATAM Cluster’s growth such that Crop Care is expected to contribute 17% of overall company gross profit of fiscal year end 2024. Additionally, we believe that the embedded synergies from vertical integration with Crop Care extends to M&A. As Lavoro continues to expand its agricultural retail footprint through organic growth and acquisitions of specialty fertilizer and biologics manufacturers, these newly acquired businesses can accelerate their sales by deploying newly acquired products into Lavoro’s extensive channels, while Lavoro can introduce its private label Crop Care products through these newly acquired companies.

Lavoro’s Multifaceted Growth Engine: Organic, M&A, and Services.   With just over a third of the total retail footprint in Brazil, Lavoro has a large opportunity ahead of itself to expand the total acreage covered and increase wallet share via its product portfolio expansion and new services revenue. Moreover, beyond its existing Brazil and Colombian presence, Lavoro expects to expand into the other countries in South and Central America, including Chile, Peru, and Paraguay by the end of fiscal year 2024. Finally, Lavoro’s continued investment in its digital applications and e-commerce solutions enables not only continuous improvements in the productivity of its RTVs, but also expansion of services, transforming Lavoro into the one-stop shop platform for agricultural inputs and digital services across a farmer’s journey. The TPB SPAC Board believes that the continuing momentum of agriculture technology and services adoption in the region is expected to contribute to accelerating Lavoro’s revenue growth with strong incremental Adjusted EBITDA margins in the near future. After the completion of the Business Combination, the majority of the net cash from TPB SPAC’s trust account is expected to be held on Lavoro’s balance sheet to fund M&A and support continued growth into new products and geographical markets. For additional information, see the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Certain Unaudited Projected Financial Information” in the accompanying proxy statement/prospectus.

Lavoro’s Experienced and Proven Management Team.   Lavoro’s management team combines expertise in technology and agricultural services. Lavoro’s management team is led by its Chief Executive Officer, Ruy Cunha, who was the former Head of Strategy, Chief Operating Officer, and President of Lavoro Brazil, and earlier an executive at AGCO, a leading global player in agriculture equipment and technology. Lavoro’s management team also includes former executives and managers at Syngenta, Monsanto, UPL, Grupo Gral, SLC Agrícola, General Electric, Boston Consulting Group, and Booz Allen. Under their leadership in the past six years since inception, Lavoro has transformed the agricultural retail landscape in the region, generating R$8.2 billion in pro forma revenue in the fiscal year ended June 30, 2022 and R$151.3 million in pro forma net income in the same period. The TPB SPAC Board expects Lavoro’s executives will continue with Lavoro following the Business Combination. For additional information regarding New Lavoro’s executive
3
Ibid.
 
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officers, see the section entitled “New Lavoro Management Following the Business Combination — Executive Officers” in the accompanying proxy statement/prospectus.

Attractive Entry Valuation.   New Lavoro, after giving effect to the Business Combination, has an implied initial enterprise value of US$1.2 billion (including the proceeds from the Business Combination), implying a 7.1x multiple on its projected calendar year 2022 Pro Forma Adjusted EBITDA and 4.4x multiple on its projected calendar year 2023 Pro Forma Adjusted EBITDA. The agricultural retail business of Lavoro’s closest publicly-traded peer, Nutrien, is trading at an implied multiple4 of 8.7x this calendar year’s projected Adjusted EBITDA and 9.1x next calendar year’s projected Adjusted EBITDA. Lavoro’s projected Pro Forma Adjusted EBITDA and Nutrien’s projected Adjusted EBITDA are not directly comparable, primarily because Lavoro’s Pro Forma Adjusted EBITDA includes (i) full year financial contribution for companies acquired in a given year, rather than just the partial “stub period” contribution and (ii) future contributions from expected M&A for FY22E-FY24E with signed memorandums of understanding, which TPB SPAC believes, based on its diligence, have a high probability of closing and contributes to Lavoro’s operating performance. The TPB SPAC Board and management believe that including these contributions for the purposes of evaluating Lavoro’s implied multiples more accurately reflects the business and expected results of operations of Lavoro on a present and go-forward basis than a projected EBITDA measure that does not include such contributions. Nutrien, to our knowledge, does not have or expect contributions from recent or prospective acquisitions that would impact its projected EBITDA. As such, we believe that we are entering into this Business Combination at a favorable multiple. For additional information, see the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Certain Unaudited Projected Financial Information” in the accompanying proxy statement/prospectus.
The TPB SPAC Board also considered a variety of uncertainties, risks and other potentially negative factors concerning the Business Combination, including, among others, the following:

Potential Inability to Complete the Merger.   The TPB SPAC Board considered the possibility that the Business Combination may not be completed and the potential adverse consequences to TPB SPAC if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. The TPB SPAC Board considered the uncertainty related to the Closing, including due to closing conditions primarily outside of the control of the parties to the transaction (such as the need for shareholder approval), which could result in TPB SPAC being unable to effect a business combination within the timeframe provided for under TPB SPAC’s Existing Governing Documents and forcing TPB SPAC to liquidate.

Exclusivity.   The TPB SPAC Board considered the fact that the Business Combination Agreement includes an exclusivity provision that prohibits TPB SPAC from soliciting or discussing other business combination proposals, and which restricts TPB SPAC’s ability to consider other potential business combinations for so long as the Business Combination Agreement remains in effect.

Redemption Risk.   The TPB SPAC Board considered the risk that the current public shareholders of TPB SPAC would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to Lavoro Agro Limited following the consummation of the Business Combination and potentially requiring TPB SPAC to waive certain conditions under the Business Combination Agreement in order for the Business Combination to be consummated. The consummation of the Merger is conditioned upon satisfaction of the Minimum Cash Condition. As of September 30, 2022, without giving effect to any future redemptions that may occur, the trust account had US$181,358,178 invested in the U.S. Treasury securities and money market funds that invest in U.S. government securities.
4
The implied multiple was calculated by excluding the implied enterprise value of Nutrien’s fertilizer business using the average fertilizer comparables group multiples and prevailing sell-side estimates. The calculations were made as of August 26, 2022. For more information about the definition of Pro Forma Adjusted EBITDA, please see the section entitled “Presentation of Financial and Other Information of Lavoro — Special Note Regarding Non-IFRS Financial Measures.”
 
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Lavoro’s Business Risks.   The TPB SPAC Board considered that TPB SPAC shareholders would be subject to the execution risks associated with Lavoro if they retained their public shares following the Closing, which were different from the risks related to holding public shares of TPB SPAC prior to the Closing. In this regard, the TPB SPAC Board considered, among other things, the following risks, although not weighted and not presented in any order of significance, associated with successful implementation of Lavoro’s long-term business plan and strategy and Lavoro realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including but not limited to (i) Lavoro’s ability to manage growth effectively, including its ability to recruit and train its sales and marketing, technology, and finance and administration teams and refine Lavoro’s operational, financial and risk management controls and reporting systems and procedures as they grow; (ii) Lavoro’s continued international expansion efforts; (iii) the development of Lavoro’s proprietary private label products and technology and services platform; (iv) Lavoro’s relationships with its agricultural inputs suppliers; (v) Lavoro’s strategic acquisition pipeline and post-merger integration plans; (vi) the availability of additional capital to fund Lavoro’s growth organically and through strategic acquisitions; (vii) the availability of fertilizers and other inputs as a result of the ongoing armed conflict between Russia and Ukraine; and (viii) factors outside of the parties’ control, such as climate risks, fluctuations in interest, inflation and exchange rates, and the potential negative impact of the COVID-19 pandemic. The TPB SPAC Board considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that TPB SPAC shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination.

Macroeconomic and Geopolitical Risks.   The TPB SPAC Board considered the general macroeconomic and geopolitical uncertainty and the effects it could have on the combined company’s revenues.

Post-Business Combination Corporate Governance.   The TPB SPAC Board considered the corporate governance provisions of the Business Combination Agreement and the Proposed Governing Documents and the effect of those provisions on the governance of Lavoro Agro Limited following the Closing. In particular, they considered that the parties have entered into an agreement in respect of the composition of the board of directors of Lavoro Agro Limited after the Closing, pursuant to the Business Combination Agreement. See “The Business Combination Agreement — Board of Directors” for additional information.
Given that the Investment Funds will collectively control shares representing a majority of Lavoro Agro Limited’s total outstanding shares of ordinary shares upon completion of the Business Combination, New Lavoro will be a “controlled company” within the meaning of the Nasdaq corporate governance rules and the Investment Funds may be able to elect future directors and make other decisions (including approving certain transactions involving New Lavoro and other corporate actions) without the consent or approval of any of TPB SPAC’s current shareholders, directors or management team. For additional information, see “Risk Factors — Risks Related to New Lavoro — We are a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Limitations of Review.   TPB SPAC Board did not obtain an opinion from an independent investment banking firm or any other independent third party, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. In addition, TPB SPAC’s management and advisors reviewed only certain materials in connection with their due diligence review of Lavoro. Accordingly, the TPB SPAC Board considered that TPB SPAC may not have properly valued Lavoro.

No survival of remedies for breach of representations, warranties or covenants of Lavoro.   The Business Combination Agreement provides that TPB SPAC will not have any surviving remedies against Lavoro Agro Limited or its equity holders after the Closing to recover for losses as a result of any inaccuracies or breaches of the representations, warranties or covenants of Lavoro set forth in the Business Combination Agreement. As a result, TPB SPAC shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition
 
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of Lavoro prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares of Lavoro Agro Limited to be issued in the Business Combination or recover for the amount of any damages. The TPB SPAC Board determined that this structure was appropriate and customary in light of the fact that it is consistent with market practice for similar transactions and Lavoro Agro Limited would not have proceeded with the Business Combination otherwise.

Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting injunctive relief could indefinitely delay or otherwise permanently prohibit consummation of the Business Combination.

Fees, Expenses and Diversion of Management.   The significant fees and expenses associated with completing the Business Combination and related transactions and the substantial time and effort of management required to complete the Business Combination and the potential negative effects on Lavoro’s business.

Waiver of Corporate Opportunity Doctrine.   TPB SPAC’s Existing Governing Documents contain a waiver of the corporate opportunity doctrine, and there could have been business combination targets that have been appropriate for a combination with TPB SPAC but were not offered due to a TPB SPAC director’s duties to another entity. TPB SPAC and its management are not aware of any such corporate opportunities not being offered to TPB SPAC and does not believe that the waiver of the corporate opportunity doctrine in its Existing Governing Documents interfered with its ability to identify an acquisition target, including the decision to pursue the business combination with Lavoro.

Other risks.   Various other risks associated with the Business Combination, the business of TPB SPAC, and the business of Lavoro described under the section entitled “Risk Factors.”
In addition to considering the factors described above, the TPB SPAC Board also considered that certain officers and directors of TPB SPAC may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of TPB SPAC’s shareholders (see “— Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination”). However, the TPB SPAC Board concluded that the potentially disparate interests would be mitigated because, among other reasons, (i) certain of these interests were disclosed in the prospectus for TPB SPAC’s initial public offering and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination by TPB SPAC with any other target business or businesses and (iii) a significant portion of the consideration to TPB SPAC’s directors and executive officers was structured to be realized based on the future performance of New Lavoro’s ordinary shares.
For more information about the TPB SPAC Board’s decision-making process concerning the Business Combination, please see the section entitled “Proposals to be Considered by TPB SPAC’s Shareholders —  Business Combination Proposal — the TPB SPAC Board’s Reasons for Approval of the Business Combination.” in the accompanying proxy statement/prospectus.
Quorum and Vote Required for Shareholder Proposals (Page 125)
A quorum of TPB SPAC’s shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting of shareholders if a majority of the TPB SPAC Ordinary Shares outstanding and entitled to vote at the Extraordinary General Meeting of shareholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of the Merger Approval and the Governing Documents Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
 
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Recommendation of the TPB SPAC Board (Page 177)
The TPB SPAC Board believes that the Business Combination Proposal and the other proposals be presented at the Extraordinary General Meeting of shareholders are in the best interests of TPB SPAC and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposals and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.
The existence of financial and personal interests of one or more of TPB SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of TPB SPAC and TPB SPAC shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In addition, TPB SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by TPB SPAC’s Shareholders — Business Combination Proposal — Interests of TPB SPAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Related to TPB SPAC and the Business Combination — The Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus” for a further discussion of these considerations.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent TPB SPAC’s good faith estimate of such amounts.
As of June 30, 2022
(in US$ millions)
Sources(1)
Existing cash held in Trust Account(2)
$ 180.4
Sponsor PIPE Investment(3)
$ 100.0
Total Sources
$ 280.4
Uses
Cash to balance sheet
$ 226.1
Secondary proceeds to Investment Funds(4)
$ 30.4
Transaction expenses(5)
$ 23.9
Total Uses
$ 280.4
(1)
Totals might be affected by rounding.
(2)
Assuming that none of TPB SPAC’s outstanding public shares are redeemed in connection with the Business Combination.
(3)
TPB SPAC Class A Ordinary Shares issued to the Sponsor are at a deemed value of US$10.00 per share.
(4)
The Investment Funds’ share ownership reflects the Cash Consideration paid pursuant to the terms of the Business Combination Agreement in respect of the Cashout Shares, if any, and the cancellation of the corresponding Cashout Shares converted into the right to receive the Per Share Cash Consideration, which is an amount, as of immediately prior to the Third Effective Time, equal to (a) the Adjusted Equity Value divided by (b) the number of Outstanding Lavoro Equity Securities. Patria may be deemed to beneficially own the Investment Funds. See “Security Ownership of Certain Beneficial Owners and Management.”
(5)
Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time. Inclusive of that certain unsecured promissory note issued by TPB SPAC (the
 
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“2022 Note”) in the principal amount of up to US$3,000,000 to the Sponsor, of which US$1,000,000 was funded upon execution of the 2022 Note as of June 30, 2022.
Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions (Page 128)
No
Redemptions(1)
Maximum
Redemptions(2)
IPO underwriting fees(3)
US$   9,919,964 US$ 9,919,964
IPO proceeds net of redemptions(4)
US$ 180,362,990 US$ 103,836,119
Underwriting fees as a % of IPO proceeds net of redemptions
5.5% 9.6%
(1)
This scenario assumes that no TPB SPAC Class A Ordinary Shares are redeemed.
(2)
Assumes redemptions of 7,704,433 TPB SPAC Class A Ordinary Shares in connection with the Business Combination at approximately US$10.00 per share.
(3)
The initial public offering underwriting commissions include deferred underwriting fees of US$6,312,705 and the fees incurred at the time of the initial public offering.
(4)
Initial public offering proceeds are calculated on a gross basis and exclude any and all underwriting fees.
Risk Factors (Page 66)
Lavoro’s business and an investment in New Lavoro Ordinary Shares are subject to numerous risks and uncertainties. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the financial statements and annexes attached hereto, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of these risks include:
Risks Relating to Our Business and Industry

We may be adversely affected by global market and economic conditions.

Our operating results are highly dependent upon and fluctuate based upon business and economic conditions and governmental policies affecting the agricultural industry in which we or our customers operate. These factors are outside of our control and may significantly affect our profitability.

Our business is highly seasonal and affected by adverse weather conditions and other factors beyond our control, which may cause our sales and operating results to fluctuate significantly.

Climate change may have an adverse effect on agribusiness in Latin America and us.

We do not control the activities of our customers, and facts or circumstances that may occur as a result of their actions or omissions could harm our reputation and sales.

We operate in a competitive market. If we are unable to compete effectively, our financial results will suffer.

We may not be successful in selling or marketing the agricultural products that we offer in the markets in which we operate.

If we are unable to retain our existing customers or attract new customers, including through opening new stores and geographic expansion, our business, financial condition and results of operations will be adversely affected.

Our business depends on a well-regarded and widely known brand, and any failure to maintain, protect and enhance our brand would harm our business, financial condition and results of operations.

If we fail to manage our growth effectively, our business could be harmed.

Our continued international expansion efforts may not be successful, or may subject our business to increased risks.

Our results of operations and operating metrics may fluctuate and we may generate losses in the future, which may cause the market price of New Lavoro Ordinary Shares to decline.
 
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Our results of operations may be adversely affected if our customers are unable to repay trade receivables from us.
Risks Relating to Acquisitions and Pro Forma Financial Information

Any acquisition, partnership or joint venture we make or enter into could disrupt our business and harm our financial condition.

Our recent acquisitions and the comparability of our results may make it difficult for investors to evaluate our business, financial condition, results of operations and prospects.

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and may not be indicative of our combined financial condition or results of operations after giving effect to our pro forma transactions.
Risks Relating to Regulatory Matters, Privacy, Litigation and Cybersecurity

Our business and the commercialization of our products are subject to various government regulations and agricultural, environmental, health and safety authorities and industry standards, and we or our collaborators may be unable to obtain, or may face delays in obtaining, necessary regulatory approvals.

Our operations are subject to various health and environmental risks associated with our production, handling, transportation, storage and commercialization.

Environmental, health and safety and food and agricultural input laws and regulations to which we are subject may become more stringent over time. This could increase the effects on us of these laws and regulations, and the increased effects could be materially adverse to our business, operations, liquidity and/or results of operations.
Risks Relating to Latin America

We are subject to risks relating to our significant presence in Latin American countries.

Latin America has experienced, and may continue to experience, adverse economic or political conditions that may impact our business, financial condition and results of operations.

The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazil’s political and economic conditions, could harm us and the price of New Lavoro Ordinary Shares.
 
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SELECTED COMBINED HISTORICAL FINANCIAL INFORMATION AND OTHER DATA OF LAVORO
The following tables set forth, for the periods and as of the dates indicated, Lavoro’s selected combined financial information and other data. Lavoro’s historical results are not necessarily indicative of the results that may be expected in the future. The financial information and other data contained in this section relates to Lavoro, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of New Lavoro going forward. This information should be read in conjunction with “Presentation of Financial and Other Information of Lavoro,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lavoro,” “Business of Lavoro,” “Unaudited Pro Forma Condensed Combined Financial Information,” and Lavoro’s combined financial statements, including the notes thereto, included elsewhere in this proxy statement/prospectus.
The selected statement of financial position data as of June 30, 2022 and 2021 and the statements of profit or loss data for each of the three years in the period ended June 30, 2022 have been derived from Lavoro’s audited combined financial statements included elsewhere in this proxy statement/prospectus, prepared in accordance with the IFRS, as issued by the IASB. The selected statement of financial position data as of June 30, 2020, has been derived from Lavoro’s audited combined financial statements not included in this proxy statement/prospectus, prepared in accordance with the IFRS, as issued by the IASB.
Combined Statements of Profit or Loss Data
For the Fiscal Year Ended June 30,
2022
2022
2021
2020
US$(1)
R$
(in millions)
Revenue 1,478.9 7,746.5 5,098.5 2,706.3
Cost of goods sold
(1,225.8) (6,421.0) (4,362.7) (2,384.1)
Gross profit
253.1 1,325.5 735.9 322.2
Operating expenses:
Sales, general and administrative expenses
(195.2) (1,022.4) (619.5) (394.7)
Other operating income, net
10.8 56.8 15.6 10.8
Operating profit (loss)
68.7 359.9 132.0 (61.7)
Finance income
81.5 426.9 227.1 55.5
Finance costs
(123.4) (646.4) (312.9) (168.7)
Profit (loss) before income taxes
26.8 140.4 46.2 (174.9)
Income taxes:
Current
(21.3) (111.4) (61.7) (23.5)
Deferred
15.0 78.7 37.0 76.9
Profit (loss) for the year(2)
20.6 107.8 21.5 (121.5)
Attributable to:
Net investment of the Parent
14.9 78.2 38.4 (108.7)
Non-controlling interests
5.7 29.6 (16.9) (12.8)
(1)
For convenience purposes only, amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.2380 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to Latin America — Exchange rate instability may impact our ability to hedge exchange rate risk, which may lead to interest rate volatility and have a material adverse effect on the price of New Lavoro Ordinary Shares.
 
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(2)
As Lavoro Group’s financial statements have been prepared on a combined basis, earnings per share is not a meaningful measure of financial performance for any of the periods presented. Therefore, Lavoro’s management has determined that presenting an earnings per share calculated based on the combined information would not accurately reflect Lavoro’s historical earnings per share. Accordingly, the requirement of IAS 33 — Earnings per share to disclose earnings per share is not applicable.
Combined Statements of Financial Position Data
As of June 30,
2022
2022
2021
2020
US$(1)
R$
(in millions)
Current assets:
Cash equivalents
48.6 254.4 459.5 158.5
Trade receivables
342.6 1,794.6 1,467.2 1,080.4
Inventories
333.9 1,749.0 849.1 431.5
Taxes recoverable
17.9 93.7 88.4 35.5
Derivative financial instruments
1.5 7.8 4.5
Commodity forward contracts
6.3 32.8 127.7 100.5
Advances to suppliers
73.2 383.3 442.4 252.5
Other assets
11.5 60.2 31.8 36.3
Total current assets
835.4 4,375.7 3,466.1 2,099.7
Non-current assets:
Financial investments
0.2 1.3
Trade receivables
7.6 39.8 5.1
Other assets
0.5 2.8 1.8 0.4
Right of use assets
26.8 140.2 64.3 34.7
Judicial deposits
0.7 3.9 4.6 3.5
Tax recoverable
9.7 50.9
Deferred tax assets
38.4 201.0 114.7 77.7
Property, plant and equipment
27.9 146.2 93.3 58.9
Intangible assets
138.3 724.3 656.8 382.5
Total non-current assets
250.1 1,310.1 935.5 562.8
Total assets
1,085.5 5,685.8 4,401.6 2,662.5
Current liabilities:
Trade payables
439.4 2,301.7 1,563.7 1,016.3
Leases liabilities
13.2 69.2 34.5 8.8
Borrowings
130.0 681.2 221.8 160.3
Payables for the acquisition of subsidiaries
21.3 111.7 215.2 126.8
Derivative financial instruments
1.4 7.1 5.1 14.8
Commodity forward contracts
5.2 27.0 128.2 107.4
Salaries and social charges
35.8 187.3 88.4 40.4
Taxes payable
6.5 34.2 32.8 26.3
Dividends payable
0.1 0.4 6.9 6.9
Advances from customers
61.2 320.6 509.4 218.7
Other liabilities
18.3 95.9 62.1 37.1
Total current liabilities
732.4 3,836.4 2,868.1 1,763.8
 
61

 
As of June 30,
2022
2022
2021
2020
US$(1)
R$
(in millions)
Non-current liabilities:
Leases liabilities
16.4 86.0 40.6 32.8
Borrowings
5.6 29.3 20.6 8.3
Payables for the acquisition of subsidiaries
10.1 52.7
Provision for contingencies
0.6 3.0 3.6 0.0
Other liabilities
0.2 1.1 0.5 1.0
Deferred tax liabilities
1.4 7.5
Total non-current liabilities
34.3 179.7 65.3 42.1
Net investment:
Net investment from the parent
277.1 1,451.6 1,345.1 787.7
Non-controlling interests
41.6 218.1 123.1 68.9
Total net investment
318.8 1,669.7 1,468.2 856.6
Total liabilities and net investment
1,085.5 5,685.8 4,401.6 2,662.5
(1)
For convenience purposes only, amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.2380 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to Latin America — Exchange rate instability may impact our ability to hedge exchange rate risk, which may lead to interest rate volatility and have a material adverse effect on the price of New Lavoro Ordinary Shares.
Non-IFRS Financial Measures and Reconciliations
References in this subsection to “we,” “us” or “our” refer to the business of Lavoro and its subsidiaries prior to the consummation of the Business Combination. In addition, the financial information and other data contained in this subsection (including pro forma non-IFRS financial measures) relates to the Lavoro Group only, prior to and without giving pro forma effect to the impact of the Business Combination, to aid the reader to evaluate our business, financial condition, results of operations and prospects, considering the pro forma effect of our recent acquisitions on our historical results of operations and to improve the comparability of our financial information across multiple periods.
This proxy statement/prospectus presents our Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Net Debt (Net Cash) and Net Debt (Net Cash)/Pro Forma Adjusted EBITDA Ratio, and their reconciliations for the convenience of investors, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. For further information on why our management chooses to use these non-IFRS financial measures, and on the limits of using these non-IFRS financial measures, please see “Presentation of