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United States securities and exchange commission logo





                            April 11, 2023

       Gilberto Tomazoni
       Chief Executive Officer
       JBS B.V.
       Stroombaan 16, 5th Floor
       1181 VX, Amstelveen, Netherlands

                                                        Re: JBS B.V.
                                                            Amendment No. 4 to
Draft Registration Statement on Form F-4
                                                            Submitted March 30,
2023
                                                            CIK No. 001791942

       Dear Gilberto Tomazoni:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 4 to Draft Registration Statement

       General

   1.                                                   Please revise
disclosure throughout regarding the controlling shareholders' ownership of
                                                        Class B shares, to
clearly state that they will own 100% (and exercise 90.52% voting
                                                        power) upon completion
of the transactions, and that this ownership and voting power will
                                                        be reduced only if and
to the extent that Class A shareholders successfully undertake
                                                        conversions during the
conversion period and do not reconvert to Class A shares
                                                        thereafter. For
example, we note disclosure that, assuming the ownership structure of JBS
                                                        S.A. on the Last
Trading Day is the same as on March 15, 2023, the controlling
                                                        shareholders will hold
between 48.83% and 100% of the Class B shares, notwithstanding
                                                        that the Last Trading
Day precedes the Conversion Period according to the timeline on
 Gilberto Tomazoni
FirstName
JBS B.V. LastNameGilberto Tomazoni
Comapany
April       NameJBS B.V.
       11, 2023
April 211, 2023 Page 2
Page
FirstName LastName
         page iii. In addition, please revise disclosure indicating that Class
B shares will remain
         convertible into Class A shares to also refer to the conversion shares
and the process
         related thereto.
2.       We note disclosure in the notes to the beneficial ownership tables
that you expect
         to deliver Class A shares to certain members of your senior management
in connection
         with the proposed transaction or immediately thereafter. Please
describe this expected
         delivery of shares more fully in an appropriate section of the
registration statement,
         including disclosure as whether these shares constitute compensation.
In addition, please
         revise as appropriate your disclosure indicating that the current
shareholders will retain
         the same economic interest following the restructuring in light of
this expected delivery.
Risk Factors, page 17

3.       Please add risk factor disclosure relating to the conversion of Class
A shares into Class B
         shares. Clearly indicate that this is a one-time process, open solely
to BDR holders of
         record on a given date and for a limited period of time, and highlight
the difficulties
         involved in successfully completing the conversion process. Assess the
likelihood of
         initial conversions and subsequent reconversions, given that Class B
shares will not be
         listed on an exchange, and disclose the resulting impact on voting
control by the
         controlling shareholders.
The grant of registration rights to LuxCo may adversely affect the market price
. . . . , page 19

4.       Please expand your risk factor disclosure to describe LuxCo's right to
include Class A
         shares in any underwritten offering by JBS N.V., as disclosed on page
171, and to assess
         the related risks. In addition, please expand your disclosure in the
related party
         transactions section to fully describe the material terms of the
registration rights
         agreement,
Our ultimate controlling shareholders are expected to have influence . . . . ,
page 40

5.       We note your disclosure that "we expect that, upon completion of the
Proposed
         Transaction and the Conversion, our controlling shareholders will
indirectly own up to
         100% of the outstanding JBS N.V. Class B Common Shares," and "our
ultimate
         controlling shareholders will effectively control all matters
requiring shareholder
         approval." Please revise to more clearly reflect the contingent nature
of such ownership
         and control, in light of the initial conversion process and possible
subsequent
         reconversion.
The Global Protein Industry, page 118

6.       Please update your disclosure regarding Brazil's suspension of beef
exports to China in
         2021 to reflect the recent suspension in 2023. Additionally revise the
risk factor
         disclosure relating to mad cow disease on page 33 to describe the
related risks to the
         company.
 Gilberto Tomazoni
JBS B.V.
April 11, 2023
Page 3

        You may contact Beverly Singleton at 202-551-3328 or Claire Erlanger at
202-551-
3301 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek
at 202-551-
3641 with any other questions.



                                                          Sincerely,
FirstName LastNameGilberto Tomazoni
                                                          Division of
Corporation Finance
Comapany NameJBS B.V.
                                                          Office of
Manufacturing
April 11, 2023 Page 3
cc:       John Vetterli
FirstName LastName
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