UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
Amendment No. 13
Tender Offer/Rights Offering Notification Form
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) |
☐ |
| Securities Act Rule 802 (Exchange Offer) |
☒ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
☐ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
☐ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) |
☐ |
BRF S.A.
(Name of Subject Company)
Not Applicable
(Translation of Subject Company’s Name into
English (if applicable))
Federative Republic of Brazil
(Jurisdiction of Subject Company’s Incorporation
or Organization)
Marfrig Global Foods S.A.
(Name of Person(s) Furnishing Form)
Common Shares and American Depositary Shares,
representing common shares of BRF S.A.
(Title of Class of Subject Securities)
10552T107
(CUSIP Number of Class of Securities (if applicable))
BRF S.A.
Attn: Fabio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
14401 Av. das Nações Unidas, 22nd
Floor,
São Paulo, 04730 090, Brazil
+55 (11) 2322-5377
(Name, Address (including zip code) and Telephone
Number (including area code) of
Person(s) Authorized to Receive Notices and Communications
on Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
| (a) |
The following document is attached hereto as an exhibit to this form: |
| Exhibit No. |
|
Description |
| 99.1* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF S.A. (“BRF”) and Marfrig Global Foods S.A. (“Marfrig”) on May 15, 2025 |
| 99.2* |
|
Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 16, 2025 |
| 99.3* |
|
Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 16, 2025 |
| 99.4* |
|
Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on May 16, 2025 |
| 99.5* |
|
BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on May 16, 2025 |
| 99.6* |
|
Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on May 16, 2025 |
| 99.8* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on May 26, 2025 |
| 99.9* |
|
Minutes of the meeting of the board of directors of Marfrig held on May 26, 2025 |
| 99.10* |
|
Minutes of the meeting of the board of directors of BRF held on May 26, 2025 |
| 99.11* |
|
Amended and restated Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 26, 2025 |
| 99.12* |
|
Amended Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025 |
| 99.13* |
|
Amended and restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025 |
| 99.14* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 4, 2025 |
| 99.15* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 17, 2025 |
| 99.16* |
|
Final Synthetic Voting Map of extraordinary general meeting of Marfrig |
| 99.17* |
|
Consolidated Synthetic Voting Map of extraordinary general meeting of BRF |
| 99.18* |
|
Material Fact (fato relevante) disseminated in Brazil by BRF on June 17, 2025 |
| 99.19* |
|
Marfrig’s Minutes of the Extraordinary General Meeting opened and suspended on June 18, 2025 |
| 99.20* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 18, 2025 |
| 99.21* |
|
Final Detailed Voting Map of extraordinary general meeting of Marfrig |
| 99.22* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 23, 2025 |
| 99.23* |
|
Second Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on June 23, 2025 |
| 99.24* |
|
Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on June 23, 2025 |
| 99.25* |
|
Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on June 23, 2025 |
| 99.26* |
|
Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on June 23, 2025 |
| 99.27* |
|
Amended and Restated Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on June 23, 2025 |
| 99.28* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 11, 2025 |
| 99.29* |
|
Material Fact (fato relevante) disseminated in Brazil by BRF on July 11, 2025 |
| 99.30* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 15, 2025 |
| 99.31* |
|
Third Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on July 15, 2025 |
| 99.32* |
|
Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on July 15, 2025 |
| 99.33* |
|
Minutes of the meeting of the board of directors of Marfrig held on July 14, 2025 |
| 99.34* |
|
Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on July 15, 2025 |
| 99.35* |
|
Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on July 15, 2025 |
| 99.36* |
|
Minutes of the meeting of the board of directors of BRF held on July 14, 2025 |
| 99.37* |
|
Amended and Restated Remote Voting Ballot of BRF made available to investors in Brazil by BRF on July 15, 2025 |
| 99.38* |
|
Consolidated Synthetic Voting Map of extraordinary general meeting of BRF made available to investors by BRF on August 2, 2025 |
| 99.39* |
|
Consolidated synthetic voting map of extraordinary general meeting of Marfrig made available to
investors by Marfrig on August 4, 2025 |
| 99.40* |
|
Material Fact (fato relevante) disseminated in Brazil by BRF’s on August 5, 2025 |
| 99.41* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on August 5, 2025 |
| 99.42* |
|
Notice to Marfrig’s shareholders of the beginning of the period for exercising the withdrawal rights made available to investors by Marfrig on August 5, 2025 |
| 99.43* |
|
Notice to BRF’s shareholders of the beginning of the period for exercising the withdrawal rights made available to investors by BRF on August 5, 2025 |
| 99.44* |
|
BRF’s Minutes of the Extraordinary General Meeting held on August 5, 2025 |
| 99.45* |
|
Marfrig’s Minutes of the Extraordinary General Meeting held on August 5, 2025 |
| 99.46* |
|
Final Synthetic Voting Map of the Extraordinary General Meeting of Marfrig held on August 5, 2025 |
| 99.47* |
|
Final Synthetic Voting Map of the Extraordinary General Meeting of BRF held on August 5, 2025 |
| 99.48 |
|
Final Detailed Voting Map of the Extraordinary General Meeting of BRF
made available to investors by BRF on August 12, 2025 |
| 99.49 |
|
Final Detailed Voting Map of the Extraordinary General Meeting of Marfrig
made available to investors by Marfrig on August 12, 2025 |
| * |
Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
Item 2. Informational Legends
Included in document attached hereto as Exhibit
99.1.
PART II – INFORMATION NOT REQUIRED TO
BE SENT TO SECURITY HOLDERS
| (1) |
The following document is attached hereto as an exhibit to this form: |
| * |
Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
PART III - CONSENT TO SERVICE OF PROCESS
| (1) |
Form F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025. |
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
Marfrig
Global Foods S.A. |
| |
|
|
| Dated:
August 13, 2025 |
By:
|
/s/ Rui
Mendonça Junior |
| |
Name:
|
Rui
Mendonça Junior |
| |
Title:
|
Chief
Executive Officer |
| |
|
|
| |
By:
|
/s/ Tang
David |
| |
Name:
|
Tang
David |
| |
Title:
|
Chief
Financial Officer |
4
Exhibit 99.48
This business combination involves the securities of a Brazilian
company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States.
Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not
be comparable to financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim
you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and
directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court
for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves
to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities
otherwise than under the exchange offer, such as in open market or privately negotiated purchases.
BRF S.A.
A Public Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2
FINAL DETAILED VOTING
MAP
EXTRAORDINARY GENERAL
MEETING
Meeting held on August
5, 2025
BRF S.A. (“BRF”
or “Company”) (B3: BRFS3; NYSE: BRFS), pursuant to Resolution nº. 81/2022, hereby provides its shareholders with the
final detailed voting map of the Extraordinary General Meeting held on August 5, 2025, which consolidates the remote votes sent directly
to the Company and through custody, central depository and bookkeeping agents, the votes delivered in person and through the remote participation
system made available by the Company, as attached.
São Paulo, August
12, 2025.
Fábio Luis Mendes
Mariano
Chief Financial and Investor
Relations Officer
BRF S.A.
