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.