Item 8.01. Other Events.
On December 27, 2022, Lavoro Limited ("Lavoro") filed with the Securities and
Exchange Commission ("SEC") an amended registration statement on Form F-4/A
(File No. 333-267653) (the "Registration Statement") that includes a proxy
statement/prospectus relating to the proposed business combination (the
"Business Combination") by and among TPB Acquisition Corporation I, Lavoro and
certain other parties as more fully described in the Registration Statement.
For additional information on the Business Combination, see the Registration
Statement filed by Lavoro on December 27, 2022, which can be obtained without
charge at the SEC's website
( https://www.sec.gov/Archives/edgar/data/1945711/000110465922130210/tm2225919-15_f4a.htm ).
Additional Information and Where to Find It
The Business Combinationwill be submitted to shareholders of TPB Acquisition
Corporation I ("TPBA") for their consideration. Lavoro has filed the
Registration Statement, which includes a preliminary proxy statement to be
distributed to TPBA's shareholders in connection with TPBA's solicitation for
proxies for the vote by TPBA's shareholders in connection with the Business
Combination and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to be issued in
connection with the completion of the Business Combination. TPBA's shareholders
and other interested persons are advised to read the preliminary proxy statement
/ prospectus and any amendments thereto and, once available, the definitive
proxy statement / prospectus, in connection with TPBA's solicitation of proxies
for its special meeting of shareholders to be held to approve, among other
things, the Business Combination, because these documents contain important
information about TPBA, Lavoro and the Business Combination. Shareholders may
also obtain a copy of the preliminary or definitive proxy statement, once
available, as well as other documents filed with the SEC regarding the Business
Combination and other documents filed with the SEC by TPBA, without charge, at
the SEC's website located at www.sec.gov or by directing a written request to:
TPB Acquisition Corporation I, 1 Letterman Drive, Suite A3-1, San Francisco, CA
94129.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in Solicitation
TPBA, Lavoro and their directors and executive officers may be deemed to be
participants in the solicitation of proxies from TPBA's shareholders in
connection with the Business Combination. A list of the names of the directors
and executive officers of TPBA and Lavoro and information regarding their
interests in the Business Combination is set forth in the Registration
Statement. You may obtain free copies of Registration Statement as described in
the preceding paragraph.
No Offer or Solicitation
This communication and/or other information does not constitute an offer to sell
or the solicitation of an offer to buy any securities, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. This communication and/or other information relates to a potential
financing through a private placement of common stock of a newly formed holding
company to be issued in connection with the Business Combination. This
communication shall not constitute a "solicitation" as defined in Section 14 of
the Securities Exchange Act of 1934, as amended.
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