UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2228, 2023

TPB ACQUISITION CORPORATION I

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Cayman Islands	001-40732	98-1582136
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Letterman Drive, Suite A3-1 San Francisco, California 94129

1 Letterman Drive, Suite A3-1 San Francisco, California	94129
(Address of Principal Executive Offices)	(Zip Code)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 854-7074

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	TPBAU	Nasdaq Capital Market
Class A ordinary shares included as part of the units	TPBA	Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TPBAW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 58.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

~~Set~~Background 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 For		Votes Against		Abstentions
1.		A proposal to, as an ordinary resolution, authorize, 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;		18,453,419		692,608		0

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.

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

Waiver of the Minimum Cash Condition

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

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.

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

Amendment No. 2 to the Sponsor Letter Agreement

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

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.

~~Based upon~~The ~~the~~Amendment ~~submission~~No of2. ~~proxies and ballots, a majority of the shares of TPB SPAC ordinary shares issued and outstanding and entitled~~ to ~~vote at~~ the ~~close~~Sponsor ~~of business on the record date were present at the Extraordinary General Meeting by proxy or by attendance~~Letter ~~via~~Agreement ~~the~~is ~~virtual~~filed ~~meeting~~as ~~website, which constituted a quorum~~Exhibit 10. ~~Proposal~~ 1 ~~was~~to ~~approved~~this byCurrent ~~the~~Report ~~required~~on ~~vote.~~Form 8-K ~~Proposal~~and ~~2 was approved by~~ the ~~required~~foregoing ~~vote.~~description ~~Proposal~~of ~~3 was approved by~~ the ~~required~~form ~~vote. A vote regarding adjournment~~ of ~~the Extraordinary General Meeting (Proposal 4) was deemed not necessary or appropriate because there were sufficient~~Amendment ~~votes~~No. at2 ~~the~~to ~~time of~~ the ~~Extraordinary~~Sponsor ~~General~~Letter ~~Meeting~~Agreement tois ~~approve~~qualified ~~each~~in ofits ~~the~~entirety ~~foregoing~~by ~~matters~~reference thereto.

~~Item~~Closing ~~8.01.~~of ~~Other~~the ~~Events.~~Business Combination

InOn ~~connection~~February ~~with~~28, ~~the~~2023, ~~shareholder~~TPBA ~~vote~~and atLavoro ~~the Extraordinary~~jointly ~~General~~issued ~~Meeting,~~a ~~TPB~~press ~~SPAC’s~~release announcing ~~public~~that ~~shareholders~~they ~~had~~have closed the ~~right~~Business toCombination ~~elect~~and tothat, ~~redeem~~beginning ~~all~~on orMarch a1, ~~portion~~2023, ofLavoro’s ~~their Class A~~ ordinary shares ~~for~~and apublic warrants ~~per~~are ~~share~~expected ~~price~~to ~~calculated~~begin intrading ~~accordance~~on ~~with~~the ~~TPB~~Nasdaq ~~SPAC’s~~Stock ~~organizational~~Market ~~documents.~~under ~~TPB~~the ~~SPAC’s public~~ticker ~~shareholders~~symbols ~~holding~~“LVRO” 14and “LVROW”,~~913,445~~ respectively. ~~Class~~ A ~~ordinary~~copy ~~shares~~of ~~validly~~the ~~elected~~press torelease ~~redeem~~is ~~their~~attached ~~public~~hereto ~~shares~~ as ofExhibit ~~5:00 p~~99.m1.~~, Eastern Time, on February 22, 2023.~~

OnItem ~~February 22, 2023, TPB SPAC issued a press release announcing the results of the Extraordinary General Meeting~~9.01 AFinancial ~~copy~~Statements ofand ~~the press release is attached as Exhibit 99~~Exhibits.1.

~~The~~(d) 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.Exhibits

Item 9.01. Financial Statements and 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 No.		Description
99.1		Press Release dated February 22, 2023.
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT 104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

	TPB Acquisition Corporation I
Dated: February 22, 2023	/s/ David Friedberg
Dated: February 28, 2023	/s/ David Friedberg
	David Friedberg
	Chief Executive Officer

Filing Compare · TPB Acquisition Corp I