Lavoro Agro Holding S.A. executed non-binding letter of intent to acquire TPB Acquisition Corporation I (NasdaqCM:TPBA) from a group of shareholders in a reverse merger transaction on March 18, 2022. Lavoro Agro Holding S.A. entered into a definitive agreement to acquire TPB Acquisition Corporation I from a group of shareholders for $1.1 billion in a reverse merger agreement on September 14, 2022. The proposed business combination values Lavoro, following the business combination, at an implied initial Enterprise Value of approximately $1.2 billion. Upon closing, Lavoro is expected to list on Nasdaq with its ordinary shares and warrants trading under the new ticker symbols, “LVRO” and “LVROW,” respectively. Existing Lavoro shareholders, including investment funds managed by Patria Group, will roll 100% of their equity for the first $250 million in gross primary proceeds into the combined company and will own approximately 74% of the combined company after closing of the proposed business combination, assuming no redemptions. TPB Chief Executive Officer and founder David Friedberg is expected to join Lavoro's board of directors upon the close of the proposed business combination. At the closing of the proposed business combination, TPB will vest two-thirds of its sponsor promote shares in equal tranches based on the share price trading above each of the $12.5 and $15 levels for 20 out of 30 trading days within 3 years after closing of the proposed business combination. Lavoro will pay a termination fee of $3.5 million to TPB, in case Lavoro terminates the transaction. Following closing, Marcos de Mello Mattos Haaland will serve as the chairman, Ricardo Leonel Scavazza, Daniel Fisberg, David Friedberg, Michael Stern, Lauren StClair and Eduardo Daher will serve as a member of Lavoro's board of directors. The Board's three independent directors include Michael Stern, Lauren StClair and Eduardo Daher.

The transaction, which has been unanimously approved by the boards of directors of both Lavoro and TPB Acquisition Corp., is subject to approval by TBP Acquisition Corp.I and Lavoro shareholders, SPAC having at least $5,000,001 of net tangible assets, the approval by the applicable governmental authorities, the receipt of approval for the New PubCo Ordinary Shares to be listed on Nasdaq or another public stock market or exchange in the United States, the effectiveness of the registration statement on Form F-4 to be filed by New PubCo, SPAC Cash shall equal or exceed $180 million and other customary closing conditions. As of February 6, 2023, the U.S. Securities and Exchange Commission (the “SEC”) has declared effective the Registration Statement on Form F-4. As of February 22, 2023, shareholders of TPB Acquisition have approved the transaction. The transaction is expected to close in the fourth quarter of 2022. As of February 22, 2023, the transaction is expected to close on February 27, 2023. The transaction is expected to result in up to $225 million in net cash proceeds to Lavoro after closing which will be used for various initiatives, including opening new stores, acquisition of additional agricultural retail and input companies and expansion throughout Latin America.

Barclays Capital Inc. is serving as capital markets advisor to TPB Acquisition Corp. Canaccord Genuity LLC acted as the financial advisor to TPB. Garth Osterman, Rachel Proffitt, Peter Byrne and Kristin VanderPas of Cooley LLP is acting as legal advisor to TPB Acquisition Corp., Manuel Garciadiaz, Soren Kreider IV, Elliot M. de Carvalho, Ethan R. Goldman, Adam Kaminsky, David A. Zilberberg and Pritesh P. Shah of Davis Polk & Wardwell LLP is acting as legal advisor to Lavoro, and White & Case LLP is acting as legal counsel to Barclays. Campbells LLP acted as Cayman legal advisor, Silvia Castro Cunha Zono, Marina de Almeida Hoff, Caue Jorge de Almeida, Mylla Brandao Mattar and Marcela Ejnisman of Tozzini, Freire, Teixeira E Silva Advogados acted as Brazilian legal advisor, Jaime Herrera of Posse Herrera Ruiz acted as Colombian legal advisor and Guyer & Regules acted as Uruguayan legal advisor to TPB. KPMG LLP, MultCom Serviços de Consultoria LTDA and FTI Consulting acted as due diligence provider to TPB. Continental Stock Transfer & Trust Company acted as transfer agent to TPB. Cooley LLP, Tozzini, Freire, Teixeira e Silva Advogados Ltda, Guyer & Regules and Posse Herrera Ruiz acted as the due diligence advisor to TPB. Morrow & Co., LLC acted as the information agent to TPB and will receive a fee of $0.03 million for its services. Maples and Calder (Cayman) acted as the legal advisor to Lavoro Agro.