Item 8.01 Other Events




Background

As previously announced, on September 14, 2022, TPB Acquisition Corporation I ("TPBA") entered into a Business Combination Agreement (the "Business Combination Agreement"and the transactions contemplated thereby, the "Business Combination") by and among Lavoro Limited ("Lavoro"), Lavoro Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of Lavoro ("First Merger Sub"), Lavoro Merger Sub II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of Lavoro ("Second Merger Sub"), Lavoro Merger Sub III Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of Lavoro ("Third Merger Sub" and, together with First Merger Sub and Second Merger Sub, the "Merger Subs"), and Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (the "Company"). Each of Lavoro, the Merger Subs, the Company and TPBA will individually be referred to herein as a "Party" and, collectively, as the "Parties." Terms used but not defined herein shall have the meaning given to such terms in the Business Combination Agreement.

Waiver of the Minimum Cash Condition

Under the terms of the Business Combination Agreement, it is a condition precedent to the respective obligations of each Party to consummate the Business Combination that, at or prior to the First Effective Time, the aggregate amount of cash contained in TPBA's trust account (net of the aggregate amount of cash proceeds required to satisfy any exercise by TPBA's shareholders of their redemption rights and net of the Parties fees and expenses incurred in connection with the Business Combination) plus the amount of cash proceeds to TPBA resulting from the PIPE Investment consummated prior to the First Effective Time be at least $180,000,000. In connection with closing of the Business Combination, the Parties have waived such condition precedent.

Amendment No. 2 to the Sponsor Letter Agreement

Concurrently with the closing of the Business Combination, on February 28, 2023, TPB Acquisition Sponsor I, LLC (the "Sponsor") entered into that certain Amendment No. 2 to the Sponsor Letter Agreement, dated August 13, 2021, as amended September 14, 2022 (the "Amendment No. 2 to the Sponsor Letter Agreement"), among TPBA, the Company, Lavoro, and the parties named therein. Pursuant to the terms of Amendment No. 2 to the Sponsor Letter Agreement, the Sponsor agreed, among other things, to certain beneficial ownership limitations whereby Sponsor's beneficial ownership of Lavoro shall not exceed 9.99% of Lavoro's outstanding ordinary shares.

The Amendment No 2. to the Sponsor Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the form of Amendment No. 2 to the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

Closing of the Business Combination

On February 28, 2023, TPBA and Lavoro jointly issued a press release announcing that they have closed the Business Combination and that, beginning on March 1, 2023, Lavoro's ordinary shares and public warrants are expected to begin trading on the Nasdaq Stock Market under the ticker symbols "LVRO" and "LVROW", respectively. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
No.        Description
  10.1       Amendment No. 2 to the Sponsor Letter Agreement, dated as of
           February 28, 2023, by and among TPBA, the Sponsor, and those parties
           named therein.

  99.1       Press release, dated February 28, 2023




EXHIBIT 104   Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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