Item 5.07. Submission of Matters to a Vote of Security Holders.






Set forth below are the final voting results for each of the proposals submitted
to a vote of the shareholders of TPB Acquisition Corporation I ("TPB SPAC") at
the extraordinary general meeting of shareholders (the "Extraordinary General
Meeting") in connection with its previously announced business combination (the
"Business Combination") with Lavoro Limited ("New Lavoro") and certain other
parties as described in greater detail in the proxy statement filed by TPB SPAC
with the Securities and Exchange Commission on February 3, 2023:



                                                                    Votes       Votes
                                                                     For

Against Abstentions 1. A proposal to, as an ordinary resolution, authorize, 18,453,419 692,608 0


     approve and confirm in all respects the transactions
     contemplated by 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, 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,
     Lavoro Merger Sub III Limited, a Cayman Islands exempted
     company and a direct, wholly owned subsidiary of New
     Lavoro and Lavoro Agro Limited, an exempted company
     incorporated with limited liability in the Cayman Islands
     ("Lavoro Agro Limited"), pursuant to which, among other
     things, Lavoro Agro Limited and TPB SPAC will become
     wholly owned subsidiaries of New Lavoro, on the terms and
     conditions set forth therein;




                                                                    Votes       Votes
                                                                     For

Against Abstentions 2. A proposal to, as a special resolution, authorize, approve 18,453,419 692,608 0


     and confirm in all respects the plan of merger 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;




                                                                    Votes       Votes
                                                                     For

Against Abstentions 3. A proposal to, as a special resolution, approve the change 18,410,058 735,969 0


     in the authorized share capital of TPB SPAC to
     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;




                                                                    Votes       Votes
                                                                     For

Against Abstentions 4. A proposal to, as a special resolution, approve that upon 18,453,419 692,608 0


     the closing of the Business Combination, New Lavoro
     director nominees are to be elected by an ordinary
     resolution of the holders of New Lavoro ordinary shares in
     accordance with the amended and restated memorandum and
     articles of association of New Lavoro at each annual
     general meeting of New Lavoro to fill the seats of those
     directors whose terms expire at such annual general
     meeting;




                                                                    Votes       Votes
                                                                     For

Against Abstentions 5. A proposal to, as a special resolution, approve that the 18,453,419 692,608 0


     amended and restated memorandum and articles of
     association of New Lavoro will not include the various
     provisions of TPB SPAC's existing amended and restated
     memorandum and articles of association that are applicable
     only to blank check companies;





Based upon the submission of proxies and ballots, a majority of the shares of
TPB SPAC ordinary shares issued and outstanding and entitled to vote at the
close of business on the record date were present at the Extraordinary General
Meeting by proxy or by attendance via the virtual meeting website, which
constituted a quorum. Proposal 1 was approved by the required vote. Proposal 2
was approved by the required vote. Proposal 3 was approved by the required vote.
A vote regarding adjournment of the Extraordinary General Meeting (Proposal 4)
was deemed not necessary or appropriate because there were sufficient votes at
the time of the Extraordinary General Meeting to approve each of the foregoing
matters.


Item 8.01. Other Events.




In connection with the shareholder vote at the Extraordinary General Meeting,
TPB SPAC's public shareholders had the right to elect to redeem all or a portion
of their Class A ordinary shares for a per share price calculated in accordance
with TPB SPAC's organizational documents. TPB SPAC's public shareholders holding
14,913,445 Class A ordinary shares validly elected to redeem their public shares
as of 5:00 p.m., Eastern Time, on February 22, 2023.



On February 22, 2023, TPB SPAC issued a press release announcing the results of
the Extraordinary General Meeting. A copy of the press release is attached

as
Exhibit 99.1.

The closing of the Business Combination is expected to occur on or about February 27, 2023, subject to the satisfaction or waiver of the conditions with respect to the Business Combination, and TPB SPAC will continue to accept reversal of redemption requests until 5:00 pm ET on Thursday, February 23, 2023.

Item 9.01. Financial Statements and Exhibits






Exhibit
  No.      Description
  99.1       Press Release dated February 22, 2023.

104 Cover page Interactive Data File (embedded within the Inline XBRL document)

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