<SEC-DOCUMENT>0001213900-25-046997.txt : 20250522
<SEC-HEADER>0001213900-25-046997.hdr.sgml : 20250522
<ACCEPTANCE-DATETIME>20250522212847
ACCESSION NUMBER:		0001213900-25-046997
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250522
DATE AS OF CHANGE:		20250522

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BRF S.A.
		CENTRAL INDEX KEY:			0001122491
		STANDARD INDUSTRIAL CLASSIFICATION:	MEAT PACKING PLANTS [2011]
		ORGANIZATION NAME:           	04 Manufacturing
		EIN:				000000000
		STATE OF INCORPORATION:			D5
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-81914
		FILM NUMBER:		25979030

	BUSINESS ADDRESS:	
		STREET 1:		AV DAS NACOES UNIDAS 14401 22ND-25TH
		STREET 2:		FLOORS TORRE A2 VILA GERTRUDES 04794-000
		CITY:			SAO PAULO SP BRAZIL
		STATE:			D5
		ZIP:			00000
		BUSINESS PHONE:		551123225377

	MAIL ADDRESS:	
		STREET 1:		AV DAS NACOES UNIDAS 14401 22ND-25TH
		STREET 2:		FLOORS TORRE A2 VILA GERTRUDES 04794-000
		CITY:			SAO PAULO SP BRAZIL
		STATE:			D5
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BRF-BRASIL FOODS S.A.
		DATE OF NAME CHANGE:	20090708

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PERDIGAO SA
		DATE OF NAME CHANGE:	20000823

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARFRIG GLOBAL FOODS S.A.
		CENTRAL INDEX KEY:			0001496919
		ORGANIZATION NAME:           	International Corp Fin
		EIN:				000000000

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		AVENIDA CHEDID JAFET, NO 222
		STREET 2:		BLOCK A, 1ST FLOOR
		CITY:			SAO PAULO
		STATE:			D5
		ZIP:			04551-065
		BUSINESS PHONE:		55 11 3728 8600

	MAIL ADDRESS:	
		STREET 1:		AVENIDA CHEDID JAFET, NO 222
		STREET 2:		BLOCK A, 1ST FLOOR
		CITY:			SAO PAULO
		STATE:			D5
		ZIP:			04551-065

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MARFRIG ALIMENTOS S.A.
		DATE OF NAME CHANGE:	20100716
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: MARFRIG GLOBAL FOODS S.A. -->
          <cik>0001496919</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>9</amendmentNo>
      <securitiesClassTitle>Common Shares ("Shares") and American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"), representing common shares of BRF</securitiesClassTitle>
      <dateOfEvent>05/15/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001122491</issuerCIK>
        <issuerCUSIP>10552T107</issuerCUSIP>
        <issuerName>BRF S.A.</issuerName>
        <address>
          <com:street1>14401 Av. Das Nacoes Unidas 22nd to 25th</com:street1>
          <com:street2>Condominio Parque da Cidade, Chac. Santo</com:street2>
          <com:city>Sao Paulo</com:city>
          <com:stateOrCountry>D5</com:stateOrCountry>
          <com:zipCode>04730-090</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Tang David</personName>
          <personPhoneNum>55 11 3792-8600</personPhoneNum>
          <personAddress>
            <com:street1>Marfrig Global Foods S.A.</com:street1>
            <com:street2>Avenida Queiroz Filho, n. 1.560, Bloco 5</com:street2>
            <com:city>Sao Paulo</com:city>
            <com:stateOrCountry>D5</com:stateOrCountry>
            <com:zipCode>05319-000</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001496919</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Marfrig Global Foods S.A.</reportingPersonName>
        <fundType>WC</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>D5</citizenshipOrOrganization>
        <soleVotingPower>849526130.00</soleVotingPower>
        <sharedVotingPower>0.00</sharedVotingPower>
        <soleDispositivePower>849526130.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
        <aggregateAmountOwned>849526130.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>50.49</percentOfClass>
        <typeOfReportingPerson>HC</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Shares ("Shares") and American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"), representing common shares of BRF</securityTitle>
        <issuerName>BRF S.A.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>14401 Av. Das Nacoes Unidas 22nd to 25th</com:street1>
          <com:street2>Condominio Parque da Cidade, Chac. Santo</com:street2>
          <com:city>Sao Paulo</com:city>
          <com:stateOrCountry>D5</com:stateOrCountry>
          <com:zipCode>04730-090</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>Item 1 of the Schedule 13D is hereby amended and replaced as follows:

The class of equity securities to which this joint statement on Schedule 13D relates is the common stock of BRF S.A. (the "Shares"), a corporation incorporated under the laws of the Brazil with its principal executive offices at 14401 Av. Das Nacoes Unidas 22nd to 25th Floor, Torre Jequitiba, Condominio Parque da Cidade, Chac. Santo Antonio - 04730-090 - Sao Paulo - SP, Brazil ("BRF"). The Shares may also be represented by American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs").</commentText>
      </item1>
      <item2>
        <filingPersonName>This statement is filed on behalf of:

(i) Marfrig Global Foods S.A., a corporation incorporated under the laws of Brazil with principal executive offices at Avenida Queiroz Filho, n. 1.560, Bloco 5 (Torre Sabia), 3 andar, sala 301, Vila Hamburguesa, Sao Paulo, SP, 05319-000, Brazil ("Marfrig"); and

(ii) Marfrig Overseas Limited, a corporation incorporated under the laws of the Cayman Islands with principal executive offices at M&amp;C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands ("Marfrig Overseas" and together with Marfrig, the "Group").

Marfrig Overseas is a wholly owned subsidiary of Marfrig.</filingPersonName>
      </item2>
      <item3>
        <fundsSource>Item 3 of the Schedule 13D is hereby amended and replaced as follows:

Open market purchases made with cash available on hand.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>Item 4 of the Schedule 13D is hereby further amended by adding the following:

On May 15, 2025, Marfrig and BRF entered into the Plan of Merger of BRF shares by Marfrig (the "Plan of Merger"), which sets forth the terms and conditions applicable to the Merger (as defined below).

The transaction set forth in the Plan of Merger consists of the acquisition by Marfrig of all BRF shares (other than shares held by Marfrig) on the closing date, in exchange for the issuance to BRF shareholders (except Marfrig) of common shares of Marfrig, in accordance with the exchange ratio set forth in the Plan of Merger, resulting in the transfer of BRF's shareholder base to Marfrig ("Merger"). Upon the completion of the Merger, BRF will become a wholly-owned subsidiary of Marfrig. The Plan of Merger is attached hereto as Exhibit 99.14 and is incorporated by reference herein.

In addition to the execution of the Plan of Merger, at meetings held on May 15, 2025, (i) the Board of Directors of Marfrig approved the convening of Marfrig's extraordinary general meeting, to be held on the first call on June 18, 2025, at 11:00 a.m. Sao Paulo, Brazil time ("Marfrig EGM"); and (ii) the Board of Directors of BRF approved the convening of BRF's extraordinary general meeting, to be held on the first call on June 18, 2025, at 9:00 a.m. Sao Paulo, Brazil time ("BRF EGM"), which will deliberate on the Merger. The closing of the Merger is subject to receipt of shareholder approval at both the Marfrig EGM and the BRF EGM.

On or about the closing date, Holders of ADSs will receive American Depositary Shares of Marfrig, in accordance with the terms and conditions of the Amended and Restated Deposit Agreement dated November 12, 2011 among BRF, the Bank of New York Mellon, as Depositary, and the owners and beneficial owners of ADS from time to time (the "BRF Deposit Agreement") and the Deposit Agreement dated Deposit Agreement dated June 13, 2023 among Marfrig, JPMorgan Chase Bank, N.A. and all the holders and beneficial owners of from time to time of American depositary receipts issued thereunder evidencing American depositary shares of Marfrig (the "Marfrig Deposit Agreement"). The BRF Deposit Agreement and the Marfrig Deposit Agreement are attached hereto as Exhibits 99.11 and 99.12, respectively, and are incorporated by reference herein.

After the Merger closes, BRF is expected to become a wholly owned subsidiary of Marfrig. Additionally, BRF's ADS, including the Shares underlying those ADS, are expected to be delisted from the New York Stock Exchange. BRF's ADS and Shares are also expected to be deregistered under the Exchange Act.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>Item 5 of the Schedule 13D is hereby amended and replaced as follows:

In the aggregate, Marfrig beneficially owns 849,526,130 Shares (representing 50.49% of the outstanding Shares).</percentageOfClassSecurities>
        <numberOfShares>849,526,130 Shares.</numberOfShares>
      </item5>
      <item6>
        <contractDescription>Item 6 of the Schedule 13D is hereby further amended by adding the following:

Plan of Merger - on May 15, 2025, Marfrig and BRF entered into the Plan of Merger, which sets forth the terms and conditions applicable to the Merger. The foregoing description of the Plan of Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 99.14 and incorporated herein by reference.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>Exhibit 99.11 Form of Amended and Restated Deposit Agreement dated as of November 14, 2011 among BRF S.A., The Bank of New York Mellon, as depositary, and all owners and beneficial owners from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to BRF's Form F-6, File No. 333-272134, filed with the SEC May 23, 2024).

Exhibit 99.12 Form of Deposit Agreement among Marfrig Global Foods S.A., JPMorgan Chase Bank, N.A., as depositary, and all holders and beneficial owners from time to time of American depositary receipts issued thereunder (incorporated by reference to Exhibit a to Marfrig's Form F-6, File No. 333-272275, filed with the SEC May 20, 2023).

Exhibit 99.13 Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig Global on May 15, 2025 (incorporated by reference to Exhibit 99.1 Marfrig's Form CB, File No. 005-81914, filed with the SEC on May 16, 2025).

Exhibit 99.14 Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 16, 2025 (incorporated by reference to Exhibit 99.2 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).

Exhibit 99.15 Marfrig's Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 16, 2025 (incorporated by reference to Exhibit 99.3 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).

Exhibit 99.16 Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on May 16, 2025 (incorporated by reference to Exhibit 99.4 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).

Exhibit 99.17 BRF's Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on May 16, 2025 (incorporated by reference to Exhibit 99.5 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).

Exhibit 99.18 Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on May 16, 2025 (incorporated by reference to Exhibit 99.6 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Marfrig Global Foods S.A.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Tang David</signature>
          <title>Tang David/Chief Financial and Investor Relations Officer</title>
          <date>05/22/2025</date>
        </signatureDetails>
        <signatureDetails>
          <signature>/s/ Rodrigo Marcal Filho</signature>
          <title>Rodrigo Marcal Filho/Executive Officer</title>
          <date>05/22/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</SEC-DOCUMENT>
