Exhibit 15.1



UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION



Introduction



The following unaudited pro forma condensed combined
statement of financial position as of June 30, 2022, combines the historical balance sheet of TPB SPAC as of June 30, 2022,
with the historical combined statement of financial position of the Lavoro Group as of June 30, 2022, giving pro forma effect to
the Business Combination, as if it had occurred on June 30, 2022.



The following unaudited pro forma condensed combined
statement of profit or loss for the year ended June 30, 2022 combines the historical statement of operations data of TPB SPAC for
the year ended June 30, 2022 and the historical combined statement of profit or loss of the Lavoro Group for the year ended June 30,
2022, giving pro forma effect to the Business Combination and the acquisitions completed by the Lavoro Group of Cenagro, Cenagral, Produttiva,
Union Agro, AgroZap and Nova Geração (collectively referred to as the “Lavoro Acquisitions”), as discussed further
in Note 20 to the combined financial statements as of and for the year ended June 30, 2022, which are below the threshold of significant
acquisitions on an individual and aggregated basis, as if they had occurred on July 1, 2021.



The unaudited pro forma condensed combined statement
of financial position as of June 30, 2022, has been derived from:



| | · | the historical unaudited financial statements of TPB SPAC as of and for the six months ended June 30,
2022, and the related notes thereto included in the Form 10-Q previously filed by TPB SPAC with the SEC; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the historical audited combined financial statements of the Lavoro Group as of and for the year ended
June 30, 2022, and the related notes thereto included elsewhere in the proxy statement/prospectus which was filed on February 3,
2023 by New Lavoro.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The unaudited pro forma condensed combined statement
of profit or loss for the year ended June 30, 2022 has been derived from:



| | · | the historical audited financial statements of TPB SPAC as of and for the period from February 8,
2021 (inception) to December 31, 2021 and the related notes thereto, included in the Form 10-K previously filed by TPB SPAC
with the SEC, and the historical unaudited financial statements of TPB SPAC as of and for the six months ended June 30, 2022 and
for the period from February 8, 2021 (inception) to June 30, 2021 and the related notes thereto, included in the Form 10-Qs
previously filed by TPB SPAC with the SEC. Refer to 3. Basis of Presentation for more detail;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the historical audited combined financial statements of the Lavoro Group as of and for the year ended
June 30, 2022 and the related notes thereto, included elsewhere in the proxy statement/prospectus filed on February 3, 2023
by New Lavoro; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the unaudited financial data of the Lavoro Acquisitions.
| | - | --------------------------------------------------------



The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X as in effect on the date of thisfiling which incorporates requirements to depict the
accounting for the transaction (“Transaction Accounting Adjustments”). The Lavoro Group has elected not to present any estimates
related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only
be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.





1







The
unaudited pro forma condensed combined financial information has been presented for informational purposes only. The unaudited pro forma
condensed combined financial information does not purport to represent what the actual consolidated results of operations of the Lavoro
Group would have been if theBusiness Combination and theLavoro Acquisitions had
occurred on the date assumed, nor is it necessarily indicative of future consolidated results of operations. The unaudited pro forma condensed
combined financial information does not purport to represent what the actual consolidated financial position of the Lavoro Group would
have been if theBusiness Combination had occurred on the date assumed.



This information should be read together with the combined financial
statements of the Lavoro Group and its related notes, TPB SPAC’s financial statements and related notes, the sections titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Lavoro,” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations of TPB SPAC” and other financial information included in the proxy
statement/prospectus filed on February 3, 2023 by New Lavoro.





2







UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITIONAS OF JUNE 30, 2022

(In thousands of Brazilian Reais)



|                                                                                 |  | Lavoro Group
 Historical |           |  | TPB SPAC (Historical) (After IFRS
 conversion) (1) |  |           | Transaction
 Accounting
 Adjustments |  |  | Footnote
 reference |   | Pro Forma Combined |       
|-------------------------------------------------------------------------------- |  | ------------------------ | --------- |  | -------------------------------------------------- |  | --------- | ------------------------------------ |  |  | ------------------- | - | ------------------ | ------
|ASSETS                                                                           |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Current Assets                                                                   |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Cash equivalents                                                                 |  |                          | 254,413   |  |                                                    |  | 5,890     |                                      |  |  | 695,321             |   |                    | B     
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | (114,470            | ) |                    | D     
|Trade receivables                                                                |  |                          | 1,794,602 |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Inventories                                                                      |  |                          | 1,749,041 |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Taxes recoverable                                                                |  |                          | 93,725    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Derivative financial instruments                                                 |  |                          | 7,677     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Commodity forward contracts                                                      |  |                          | 32,800    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Advances to suppliers                                                            |  |                          | 383,257   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Prepaid expenses                                                                 |  |                          | —         |  |                                                    |  | 2,269     |                                      |  |  | (2,269              | ) |                    | D     
|Other assets                                                                     |  |                          | 60,165    |  |                                                    |  | —         |                                      |  |  | (7,477              | ) |                    | D     
|Total current assets                                                             |  |                          | 4,375,680 |  |                                                    |  | 8,159     |                                      |  |  | 571,105             |   |                    |       
|Non-current assets                                                               |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Financial investments                                                            |  |                          | 1,344     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Trade receivables                                                                |  |                          | 39,751    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Other assets                                                                     |  |                          | 2,473     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Right of use assets                                                              |  |                          | 140,179   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Judicial deposits                                                                |  |                          | 3,887     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Tax recoverable                                                                  |  |                          | 50,937    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Deferred tax assets                                                              |  |                          | 200,986   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Property, plant and equipment                                                    |  |                          | 146,205   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Intangible assets                                                                |  |                          | 724,321   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Investments held in Trust Account                                                |  |                          | —         |  |                                                    |  | 945,220   |                                      |  |  | (244,661            | ) |                    | A     
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | (700,559            | ) |                    | B     
|Total
non-current assets                                                         |  |                          | 1,310,083 |  |                                                    |  | 945,220   |                                      |  |  | (945,220            | ) |                    |       
|Total
assets                                                                     |  |                          | 5,685,763 |  |                                                    |  | 953,379   |                                      |  |  | (374,115            | ) |                    |       
|Liabilities                                                                      |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Current liabilities                                                              |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Trade payables                                                                   |  |                          | 2,301,700 |  |                                                    |  | 5,318     |                                      |  |  | (5,318              | ) |                    | D     
|Lease liabilities                                                                |  |                          | 69,226    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Borrowings                                                                       |  |                          | 681,217   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Payables for the acquisition of subsidiaries                                     |  |                          | 111,684   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Derivative financial instruments                                                 |  |                          | 7,121     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Commodity forward contracts                                                      |  |                          | 27,038    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Salaries and social charges                                                      |  |                          | 187,285   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Taxes payable                                                                    |  |                          | 34,216    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Dividends payable                                                                |  |                          | 411       |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Advances from customers                                                          |  |                          | 320,560   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Accrued expenses                                                                 |  |                          | —         |  |                                                    |  | 4,911     |                                      |  |  | (4,911              | ) |                    | D     
|Note Payable - Related Party                                                     |  |                          | —         |  |                                                    |  | 5,238     |                                      |  |  | (5,238              | ) |                    | B     
|Other liabilities                                                                |  |                          | 95,893    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Total current liabilities                                                        |  |                          | 3,836,351 |  |                                                    |  | 15,467    |                                      |  |  | (15,467             | ) |                    |       
|Non-current liabilities                                                          |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Leases liabilities                                                               |  |                          | 86,027    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Borrowings                                                                       |  |                          | 29,335    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Payables for the acquisition of subsidiaries                                     |  |                          | 52,747    |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Provision for contingencies                                                      |  |                          | 2,966     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Deferred underwriting commissions in connection with the Initial Public Offering |  |                          | —         |  |                                                    |  | 33,066    |                                      |  |  | (33,066             | ) |                    | D     
|Derivative warrant liabilities                                                   |  |                          | —         |  |                                                    |  | 10,588    |                                      |  |  | —                   |   |                    |       
|Other liabilities                                                                |  |                          | 1,119     |  |                                                    |  | 944,741   |                                      |  |  | (244,661            | ) |                    | A     
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | (700,080            | ) |                    | C     
|Deferred tax liabilities                                                         |  |                          | 7,491     |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Total non-current liabilities                                                    |  |                          | 179,685   |  |                                                    |  | 988,395   |                                      |  |  | (977,807            | ) |                    |       
|Total liabilities                                                                |  |                          | 4,016,036 |  |                                                    |  | 1,003,862 |                                      |  |  | (993,274            | ) |                    |       
|Net investment                                                                   |  |                          |           |  |                                                    |  |           |                                      |  |  |                     |   |                    |       
|Net investment from the Parent                                                   |  |                          | 1,451,647 |  |                                                    |  | —         |                                      |  |  | (1,451,647          | ) |                    | E(ii) 
|Class B ordinary shares                                                          |  |                          | —         |  |                                                    |  | 2         |                                      |  |  | (2                  | ) |                    | E(i)  
|Share capital (Lavoro Limited)                                                   |  |                          | —         |  |                                                    |  | —         |                                      |  |  | 70                  |   |                    | C     
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | 8                   |   |                    | E(i)  
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | 505                 |   |                    | E(ii) 
|Additional paid-in capital ("APIC")                                              |  |                          | —         |  |                                                    |  | —         |                                      |  |  | 700,010             |   |                    | C     
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | (80,921             | ) |                    | D     
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | (50,491             | ) |                    | E(i)  
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | 1,474,254           |   |                    | E(ii) 
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | 304,486             |   |                    | E(iii)
|Retained earnings (deficit)                                                      |  |                          | —         |  |                                                    |  | (50,485   | )                                    |  |  | 50,485              |   |                    | E(i)  
|                                                                                 |  |                          |           |  |                                                    |  |           |                                      |  |  | (304,486            | ) |                    | E(iii)
|Accumulated other comprehensive loss                                             |  |                          | —         |  |                                                    |  | —         |                                      |  |  | (23,112             | ) |                    | E(ii) 
|Equity attributable to owners of the company                                     |  |                          | 1,451,647 |  |                                                    |  | (50,483   | )                                    |  |  | 619,159             |   |                    |       
|Non-controlling interest                                                         |  |                          | 218,080   |  |                                                    |  | —         |                                      |  |  | —                   |   |                    |       
|Total net investment                                                             |  |                          | 1,669,727 |  |                                                    |  | (50,483   | )                                    |  |  | 619,159             |   |                    |       
|Total liabilities and net investment                                             |  |                          | 5,685,763 |  |                                                    |  | 953,379   |                                      |  |  | (374,115            | ) |                    |       



| | (1) | Refer to 4. TPB SPAC IFRS Conversion and Presentation Adjustments
where the TPB SPAC historical unaudited financial statements as of June 30, 2022, are adjusted to give effect to conversion from
US GAAP to IFRS.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSSFOR THE YEAR ENDED JUNE 30, 2022
(in thousands of Brazilian Reais, except share and per share amounts)



|                                                                           |  | Pro forma Lavoro Group (1) |            |   | TPB SPAC Historical (2) |  |            | Transaction Accounting Adjustments |  |  | Footnote reference |   | Pro Forma Combined |   
|-------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ----------------------- |  | ---------- | ---------------------------------- |  |  | ------------------ | - | ------------------ | --
|Revenue                                                                    |  |                            | 8,163,196  |   |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Cost of goods sold                                                         |  |                            | (6,745,048 | ) |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Gross profit                                                               |  |                            | 1,418,148  |   |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Operating expenses                                                         |  |                            |            |   |                         |  |            |                                    |  |  |                    |   |                    |   
|Sales, general and administrative expenses                                 |  |                            | (1,069,207 | ) |                         |  | (15,107    | )                                  |  |  | 12,965             |   |                    | DD
|Other operating income (loss), net                                         |  |                            | 61,092     |   |                         |  | —          |                                    |  |  | (304,486           | ) |                    | CC
|Operating profit (loss)                                                    |  |                            | 410,033    |   |                         |  | (15,107    | )                                  |  |  | (291,521           | ) |                    |   
|Finance Income (costs)                                                     |  |                            |            |   |                         |  |            |                                    |  |  |                    |   |                    |   
|Finance income                                                             |  |                            | 427,492    |   |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Finance costs                                                              |  |                            | (650,985   | ) |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Change in fair value of derivative warrant liabilities                     |  |                            | —          |   |                         |  | 72,869     |                                    |  |  | —                  |   |                    |   
|Income from investments in Trust Account                                   |  |                            | —          |   |                         |  | 479        |                                    |  |  | (479               | ) |                    | AA
|Loss upon issuance of private placement warrants                           |  |                            | —          |   |                         |  | (3,429     | )                                  |  |  | —                  |   |                    |   
|Offering costs associated with derivative warrant liabilities              |  |                            | —          |   |                         |  | (3,028     | )                                  |  |  | —                  |   |                    |   
|Profit (loss) before income taxes                                          |  |                            | 186,540    |   |                         |  | 51,784     |                                    |  |  | (292,000           | ) |                    |   
|Income taxes                                                               |  |                            |            |   |                         |  |            |                                    |  |  |                    |   |                    |   
|Current                                                                    |  |                            | (114,646   | ) |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Deferred                                                                   |  |                            | 79,341     |   |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Profit (loss) for the year                                                 |  |                            | 151,235    |   |                         |  | 51,784     |                                    |  |  | (292,000           | ) |                    |   
|Attributable to:                                                           |  |                            |            |   |                         |  |            |                                    |  |  |                    |   |                    |   
|Net investment of the Parent                                               |  |                            | 112,274    |   |                         |  | 51,784     |                                    |  |  | (292,000           | ) |                    |   
|Non-controlling interests                                                  |  |                            | 38,961     |   |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Total comprehensive income (loss) for the period                           |  |                            | 151,235    |   |                         |  | 51,784     |                                    |  |  | (292,000           | ) |                    |   
|Attributable to:                                                           |  |                            |            |   |                         |  |            |                                    |  |  |                    |   |                    |   
|Net investment of the Parent                                               |  |                            | 112,274    |   |                         |  | 51,784     |                                    |  |  | (292,000           | ) |                    |   
|Non-controlling interests                                                  |  |                            | 38,961     |   |                         |  | —          |                                    |  |  | —                  |   |                    |   
|Weighted average Class A common shares outstanding - basic and diluted (3) |  |                            |            |   |                         |  | 18,036,299 |                                    |  |  | 93,199,068         |   |                    | BB
|Basic and diluted EPS per Class A common stock                             |  |                            |            |   |                         |  | 2.29       |                                    |  |  |                    |   |                    |   
|Weighted average Class B common shares outstanding - basic and diluted     |  |                            |            |   |                         |  | 4,549,939  |                                    |  |  | (4,549,939         | ) |                    | BB
|Basic and diluted EPS per Class B common stock                             |  |                            |            |   |                         |  | 2.29       |                                    |  |  |                    |   |                    |   



(1) Refer to The Lavoro Acquisitions
for the year ended June 30, 2022, adjusted to give effect to the Lavoro Acquisitions. See Note 2 below.



(2) Refer to 3. Basis of Presentation
where the TPB SPAC historical operating results adjustments are described in order to align with Lavoro's period ended.



(3) Refer to 5. Transaction accounting adjustments
of the Business Combination between the TPB SPAC and Lavoro for more details on the Company's determination of basic and diluted EPS.





4







NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION



1. Description of the Business Combination



On
September 14, 2022, the Lavoro Group and TPB SPAC entered into the Business Combination Agreement. As a result of the transactions
contemplated by the Business Combination Agreement, TPB SPAC and the Lavoro Group became direct wholly owned subsidiaries of New Lavoro
and each of the shareholders of the Lavoro Group and the shareholders of TPB SPAC became shareholders of New Lavoro and received Ordinary
Shares.At the closing of the Business Combination, New Lavoro’s shares and warrants were started to trade on the NASDAQ
under the ticker symbol LVRO and LVROW, respectively, and New Lavoro became a publicly listed entity.



The TPB SPAC also entered into separate Subscription
Agreements, each dated September 14, 2022, with the PIPE Investors, pursuant to which, and subject to the terms and conditions thereto,
the PIPE Investors collectively subscribed for an aggregate of 10 million TPB SPAC Class A Ordinary Shares for an aggregate purchase
price of R$523.8 million. The PIPE Investment was consummated immediately prior to the closing of the Business Combination and each TPB
SPAC Class A Ordinary Share subscribed for by the PIPE Investors was exchanged for one New Lavoro Class A Ordinary Share, substantially
concurrently with the closing of the Business Combination. As of the closing of the Business Combination, 14,663,445 shares were redeemed
in aggregate by certain TPB SPAC shareholders.



Ultimately,
(i) all TPB SPAC Class A Ordinary Shares, with a par value of R$0.0005, outstanding were exchanged with New Lavoro for the right
to receive New Lavoro Class A Ordinary Shares, with a par value of R$0.005 in an exchange ratio of 1.00, (ii) each TPB SPAC
Warrant is exercisable for New Lavoro Class A Ordinary Shares on an exchange ratio of 1.00 and with the same terms, and (iii)each
Company Share that is not a ‘Cashout’ share outstanding will be exchanged with New Lavoro for the right to receive New Lavoro
Class A Ordinary Shares in accordance with the Exchange Ratio, as agreed upon by the parties.



Note that the right to purchase Forward Purchase
Units in connection with the Business Combination has been waived by the Sponsor and the Sponsor Forward Purchase Agreement shall be terminated
upon the consummation of the Business Combination. The right to purchase Forward Purchase Shares in connection with the Business Combination
has been waived by each entity party to the Third Party Forward Purchase Agreements.



Last, the pre-existing employee benefit plan was
assumed by New Lavoro at the close of the Business Combination. New Lavoro will issue the number of New Lavoro ordinary shares necessary
to rollover the existing company compensation plan.



Unvested
Founder Shares and VestingFounder Shares



The
Sponsor was issued a certain number of New Lavoro Class A Ordinary Shares to replace the TPB SPAC Class B Ordinary Shares (i.e.,
Founder Shares) that they hold, of which (i)Two-thirds (3,006,050) of such New Lavoro
Class A Ordinary Shares were deemed to be Vesting Founder Shares, and (ii) 54,613 Founder Shares were not vested and will only
be vested upon the registration of certain shares of New Lavoro that will be registered through the filing of a form F-1 registration
statement with the SEC.





5







Vesting Founder Shares will be subject to certain
vesting conditions. If at any time during the 3-year period following the close of the Business Combination, for over any 20 trading days
within any consecutive 30 trading day period, the closing share price of New Lavoro Class A Ordinary Shares is greater than or equal
to:



| | 1. | $12.50,one-half of the
Vesting Founder shares shall vest; and
| | -- | -------------------------------------------------------------



| | 2. | $15.00, an additional one-half of the Vesting Founder shares shall vest.
| | -- | ------------------------------------------------------------------------



New
Lavoro Class A Ordinary Share price targets shall be equitably adjusted for stock splits, stock dividends, cash dividends,
reorganizations, combinations, recapitalizations and similar transactions affecting New Lavoro Class A Ordinary Shares. Any Vesting
Founder Shares that have not vested during the 3-year period following the closing of the Business Combination will be forfeited.



Lock-Up Period Restriction



New
Lavoro, Lavoro, the TPB SPAC, and each of the parties listed as Equity Holders1
entered into a Lock-Up Agreement (the “Lock-Up Agreement”) which subjects certain New Lavoro Class A Ordinary Shares
to certain transfer restrictions, including lock-up restrictions. Accordingly, except with the prior written consent of the TPB SPAC,
during the Lock-up Period2, each Equity
Holder agrees not to take any actions in furtherance of any of the matters described in below clauses.



(i)  Transfer
any of its Lock-up Shares3,

(ii) enter
into any option, warrant, purchase right or other contract that could require the Equity Holder to transfer any of its Lock-up Shares,
or



The Sponsor agreed that they shall not transfer
any private placement warrants (or any New Lavoro ordinary shares underlying the warrants) until 30 days after the completion of the Business
Combination.



TPB
SPAC does not meet the definition of a “business” pursuant to IFRS 3 as it is an empty listed shell holding only cash
raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination”
within the meaning of IFRS 3, rather the Business Combination will be accounted for as a capital reorganization in accordance with IFRS
2.



For a description of the Business Combination
and certain agreements executed in connection therewith, see “Summary of the Proxy Statement/Prospectus—The Business Combination”
and “Certain Agreements Related to the Business Combination” within the prospectus filed on February 3, 2023 by New Lavoro.








1 Equity Holders include Private Equity Investments V,
L.P., Brazilian Private Equity Opportunities V, L.P., PE Fund V, L.P. and PBPE Fund V (Cayman 2), L.P.



2
Lock-Up Period means the period beginning on the closing date and ending on



| | · | for 25% of the Lock-Up Shares, the date that is 180 days following the closing date,
| | - | ------------------------------------------------------------------------------------

| | · | for an additional 25% of the Lock-Up Shares, the date that is 1 year following the Closing Date,
| | - | ------------------------------------------------------------------------------------------------

| | · | for an additional 25% of the Lock-Up Shares, the date that is 18 months following the Closing Date, and
| | - | -------------------------------------------------------------------------------------------------------

| | · | for an additional 25% of the Lock-Up Shares, the date that is 2 years following the Closing Date.
| | - | -------------------------------------------------------------------------------------------------



3
Lock-Up Shares means New Lavoro ordinary shares (except any PIPE Shares) held by the Equity Holders in the aggregate on the Closing Date
immediately following the consummation of the Mergers.





6







2. Lavoro’s acquisitions



From the period July 1, 2021, through June 30,
2022, Lavoro acquired multiple businesses throughout Latin America, collectively referred to as the Lavoro Acquisitions. See Note 20 to
the combined financial statements as of and for the year ended June 30, 2022 included elsewhere in the proxy statement/prospectus
filed on February 3 by New Lavoro, 2023.



Set forth below are the pro forma effects of the
Lavoro Acquisitions on the unaudited pro forma condensed combined statement of profit or loss for the fiscal year ended June 30,
2022, as follows:



| | · | increase in amortization expense on the fair value of intangibles assets recognized (customer relationship,
purchase contract and brands);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | · | increase in depreciation expense on the fair value adjustment of property, plant and equipment;
| | - | -----------------------------------------------------------------------------------------------



| | · | tax effect on pro forma adjustments; and
| | - | ----------------------------------------



| | · | non-controlling interests.
| | - | --------------------------



The Lavoro Acquisitions are accounted for using
the acquisition method of accounting under IFRS 3. The pro forma effects of the Lavoro Acquisitions, including the amortization of the
fair value of intangible assets and property, plant and equipment and the allocation of the consideration transferred, are based on our
estimates of the fair value of the assets acquired and liabilities assumed. The effects of cost savings and operating synergies or revenue
enhancements that we may achieve as a result of the acquisitions or the costs to integrate them to our operations or the costs necessary
to achieve these cost savings and operating synergies, such as procurement, distribution and administrative structure efficiencies and
revenue enhancements, have not been reflected in the unaudited pro forma condensed combined statement of profit or loss.



For further details on the allocation of the consideration
transferred for the acquisitions listed above, see Note 20 to our audited combined financial statements as of and for the year ended June 30,
2022 included elsewhere in the proxy statement/prospectus filed on February 3, 2023 by New Lavoro.





7









Pro forma adjustments to Lavoro’s
unaudited interim statements of operation for the year ended June 30, 2022



|                                                   |  | Lavoro
    (Historical)   |            |   | Produttiva
    Historical
    (i) |  |         | Cenagro
    Historical
    (ii) |  |  | Cenagral
    Historical
    (iii) |   |  | Union
    Agro
    Historical
    (iv) |        |   | AgroZap
    Historical
    (v) |  |         | Nova
    Geração
    (vi) |  |  | Pro
    forma
    adjustments |   |  | Note |         |   | Pro
    forma
    Lavoro Group | 
|-------------------------------------------------- |  | ------------------------- | ---------- | - | --------------------------------- |  | ------- | ------------------------------- |  |  | --------------------------------- | - |  | -------------------------------------- | ------ | - | ------------------------------ |  | ------- | ------------------------- |  |  | ----------------------------- | - |  | ---- | ------- | - | ------------------------------ | 
|                                                   |  |                           |            |   |                                   |  |         |                                 |  |  |                                   |   |  |                                        |        |   |                                |  |         |                           |  |  |                               |   |  |      |         |   |                                | 
|                                                   |  | (in thousands
    of BRL) |           
|Revenue                                            |  |                           | 7,746,534  |   |                                   |  | 17,967  |                                 |  |  | 27,874                            |   |  |                                        | 5,286  |   |                                |  | 95,846  |                           |  |  | 201,103                       |   |  |      | 68,586  |   |                                | 
|Cost of goods
    sold                             |  |                           | (6,421,037 | ) |                                   |  | (15,306 | )                               |  |  | (23,705                           | ) |  |                                        | (3,211 | ) |                                |  | (61,899 | )                         |  |  | (167,853                      | ) |  |      | (52,037 | ) |                                | 
|Gross profit                                       |  |                           | 1,325,497  |   |                                   |  | 2,661   |                                 |  |  | 4,169                             |   |  |                                        | 2,075  |   |                                |  | 33,947  |                           |  |  | 33,250                        |   |  |      | 16,549  |   |                                | 
|Operating expenses                                 |  |                           |            |   |                                   |  |         |                                 |  |  |                                   |   |  |                                        |        |   |                                |  |         |                           |  |  |                               |   |  |      |         |   |                                | 
|Sales, general and administrative
    expenses     |  |                           | (1,022,388 | ) |                                   |  | (2,160  | )                               |  |  | (3,103                            | ) |  |                                        | (616   | ) |                                |  | (14,006 | )                         |  |  | (15,477                       | ) |  |      | (9,708  | ) |                                | 
|                                                   |  |                           |            |   |                                   |  |         |                                 |  |  |                                   |   |  |                                        |        |   |                                |  |         |                           |  |  |                               |   |  |      |         |   |                                | 
|Other operating
    income (expenses), net         |  |                           | 56,759     |   |                                   |  | 232     |                                 |  |  | (84                               | ) |  |                                        | (13    | ) |                                |  | 34      |                           |  |  | 3,873                         |   |  |      | 291     |   |                                | 
|Operating profit (loss)                            |  |                           | 359,868    |   |                                   |  | 733     |                                 |  |  | 982                               |   |  |                                        | 1,446  |   |                                |  | 19,975  |                           |  |  | 21,646                        |   |  |      | 7,132   |   |                                | 
|Finance Income (Costs)                             |  |                           |            |   |                                   |  |         |                                 |  |  |                                   |   |  |                                        |        |   |                                |  |         |                           |  |  |                               |   |  |      |         |   |                                | 
|Finance income                                     |  |                           | 426,933    |   |                                   |  | 197     |                                 |  |  | 7                                 |   |  |                                        | —      |   |                                |  | 149     |                           |  |  | 137                           |   |  |      | 69      |   |                                | 
|Finance costs                                      |  |                           | (646,377   | ) |                                   |  | (53     | )                               |  |  | (97                               | ) |  |                                        | (12    | ) |                                |  | (362    | )                         |  |  | (3,641                        | ) |  |      | (443    | ) |                                | 
|Loss before income tax and
    social contribution |  |                           | 140,424    |   |                                   |  | 877     |                                 |  |  | 892                               |   |  |                                        | 1,434  |   |                                |  | 19,762  |                           |  |  | 18,142                        |   |  |      | 6,758   |   |                                | 
|Income tax and social contribution                 |  |                           |            |   |                                   |  |         |                                 |  |  |                                   |   |  |                                        |        |   |                                |  |         |                           |  |  |                               |   |  |      |         |   |                                | 
|Current                                            |  |                           | (111,409   | ) |                                   |  | —       |                                 |  |  | (265                              | ) |  |                                        | (283   | ) |                                |  | (2,689  | )                         |  |  | —                             |   |  |      | —       |   |                                | 
|Deferred                                           |  |                           | 78,747     |   |                                   |  | —       |                                 |  |  | —                                 |   |  |                                        | —      |   |                                |  | —       |                           |  |  | —                             |   |  |      | —       |   |                                | 
|Profit (loss) for the period                       |  |                           | 107,762    |   |                                   |  | 877     |                                 |  |  | 627                               |   |  |                                        | 1,151  |   |                                |  | 17,073  |                           |  |  | 18,142                        |   |  |      | 6,758   |   |                                | 
|Attributable to:                                   |  |                           |            |   |                                   |  |         |                                 |  |  |                                   |   |  |                                        |        |   |                                |  |         |                           |  |  |                               |   |  |      |         |   |                                | 
|Net investment of the parent                       |  |                           | 78,170     |   |                                   |  | 877     |                                 |  |  | 502                               |   |  |                                        | 921    |   |                                |  | 12,412  |                           |  |  | 13,606                        |   |  |      | 6,758   |   |                                | 
|Non-controlling
    interest                       |  |                           | 29,592     |   |                                   |  | —       |                                 |  |  | 125                               |   |  |                                        | 230    |   |                                |  | 4,661   |                           |  |  | 4,536                         |   |  |      | —       |   |                                | 
|Total
    comprehensive income (loss) for the year |  |                           | 107,762    |   |                                   |  | 877     |                                 |  |  | 627                               |   |  |                                        | 1,151  |   |                                |  | 17,073  |                           |  |  | 18,142                        |   |  |      | 6,758   |   |                                | 





8







| | (i) | Historical
                                            unaudited profit or loss data of Produttiva for the pre-acquisition period for the period
                                            from July 1, 2021 to September 2, 2021.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Historical
                                            unaudited profit or loss data of Cenagro for the pre-acquisition period from July 1,
                                            2021 to August, 31, 2021.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Historical
                                            unaudited profit or loss data of Cenagral for the pre-acquisition period from July 1,
                                            2021 to August, 31, 2021.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Historical
                                            unaudited profit or loss data of Union Agro for the pre-acquisition period from July 1,
                                            2021 to October, 28, 2021.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | Historical
                                            unaudited profit or loss data of AgroZap for the pre-acquisition period from July 1,
                                            2021 to January 7, 2022.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | Historical
                                            unaudited profit or loss data of Nova Geração for the pre-acquisition period
                                            from July 1, 2021 to April 7, 2022.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The adjustments with respect to the Lavoro Acquisitions
are as follows:



| | (a) | Below is a summary of the fair value adjustments recorded on
each acquisition date (except for inventories which is described in Note 3), see Note 20 to our audited combined financial statements
included elsewhere in the proxy statement/prospectus filed on February 3, 2023 by New Lavoro:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                      |  | Produttiva |        |  | Cenagro |  |       | Cenagral (*) |  |  | Union Agro |  |  | Agrozap |       |  | Nova Geração |  |       | Note | 
|--------------------- |  | ---------- | ------ |  | ------- |  | ----- | ------------ |  |  | ---------- |  |  | ------- | ----- |  | ------------ |  | ----- | ---- | 
|Customer relationship |  |            | 26,070 |  |         |  | 2,609 |              |  |  | —          |  |  |         | 6,970 |  |              |  | 6,015 |      | 
|Brand                 |  |            | 4      |  |         |  | —     |              |  |  | 7,437      |  |  |         | 1,323 |  |              |  | —     |      | 



(*) Intangible asset with an indefinite
useful life due to the continued use of the brand.



| | (b) | Transaction accounting adjustments
| | --- | ----------------------------------



| | (i) | Pro forma amortization adjustment on the fair value of customer relationship
| | --- | ----------------------------------------------------------------------------



Below is the calculation of the pro forma amortization adjustment
on the fair value of customer relationship for each acquisition. The amortization is calculated using the straight-line method.



|                               |  | For the year ended June 30, 2022 |      
|------------------------------ |  | -------------------------------- | -----
|                               |  | Produttiva                       |      
|Estimated useful life (years)  |  |                                  | 9.2  
|Pre-acquisition period (years) |  |                                  | 0.162
|Pro forma adjustments          |  |                                  | 458  





9







| | (ii) | Pro forma amortization adjustment on the fair value of brand
| | ---- | ------------------------------------------------------------



Below is the calculation of the pro forma amortization adjustment
on the fair value adjustment. The amortization is calculated using the straight-line method.



|                               |  | For the year ended June 30, 2022 |      
|------------------------------ |  | -------------------------------- | -----
|                               |  | Union Agro                       |      
|Estimated useful life (years)  |  |                                  | 1.0  
|Pre-acquisition period (years) |  |                                  | 0.329
|Pro forma adjustments          |  |                                  | 435  



| | (iii) | Tax Effect on pro forma adjustments
| | ----- | -----------------------------------



Represents the tax impact on the pro forma adjustments, using
a statutory income tax rate of 34% applicable to all acquisitions located in Brazil.



| | (iv) | Effect of pro forma adjustments on profit for the year attributable to the net investment of the parent and non-controlling
interests
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------



Below is the effect of the pro form adjustments on profit
for the year attributable to the net investment from the parent and non-controlling interests.



|                                                  |  | For the year ended June 30, 2022 |    
|------------------------------------------------- |  | -------------------------------- | ---
|                                                  |  | Cenagro                          |    
|Pro forma adjustments                             |  |                                  |    
|Depreciation and amortization                     |  |                                  | (42
|Income taxes effect (34% Brazil and 32% Colombia) |  |                                  | 14 
|Non-controlling interest (%)                      |  |                                  | 20 
|Pro forma adjustments                             |  |                                  | (6 



| | (c) | Fair value adjustment on inventory
| | --- | ----------------------------------



The estimated fair value adjustment on inventory amounted
to R$0.6 million for the year ended June 30, 2022, which has not been reflected in the pro forma statement of income as it is not
expected to have a continuing impact.





10







3. Basis of Presentation



The included unaudited pro forma condensed combined
financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786
 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing
pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting
Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably
expected to occur (“Management’s Adjustments”) the Lavoro Group has elected not to present Management’s Adjustments
and will only be presenting adjustments as follows:



| | (i) | Transaction Accounting Adjustments that have been identified and adjusted to reflect the pro forma adjustments
that are directly attributable to the Business Combination (refer to 5. Transaction accounting adjustments of the Business Combination
between the TPB SPAC and Lavoro for more detail); and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The pro forma adjustments to reflect the effect of the Lavoro Group Acquisitions on the condensed combined
statement of profit or loss had they been completed as of July 1, 2021 includes the increase in amortization expense on fair value
of intangibles assets recognized (customer relationship and brand), the tax effect on pro forma adjustments, and the allocation of adjustments
to non-controlling interest (See Note 2 above, The Lavoro Acquisitions, for more detail).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The pro forma condensed combined financial information
is presented for illustrative purposes only. The financial results may have been different had the companies always been combined. You
should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that
would have been achieved had the companies always been combined or the future results that the Combined Company will experience. Future
results may vary significantly from the results reflected due to various factors, including those discussed in the section entitled “Risk
Factors.” The Lavoro Group, TPB SPAC, and the Lavoro Group Acquisitions have not had any historical relationship prior to the
Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.



The historical financial statements of the Lavoro
Group have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of the Brazilian Real (“BRL”).
The historical financial statements of TPB SPAC have been prepared in accordance with US GAAP in its presentation currency of the U.S.
dollar. The condensed combined pro forma financial information reflects IFRS, the basis of accounting used by the registrant, New Lavoro.
TPB SPAC’s historical financial statements have been converted from US GAAP to IFRS to align with the basis of accounting used by
New Lavoro. For more information on the US GAAP to IFRS conversion of TPB SPAC’s balance sheet, please see 4. TPB SPAC IFRS Conversion
and Presentation Adjustments.



The historical financial statements of TPB SPAC
have been translated into and are presented in Brazilian Reais for the purposes of presentation in the unaudited pro forma condensed combined
financial information using the following exchange rates:



| | · | at the period end exchange rate as of June 30, 2022, of US$1.00 to R$5.2380 for the balance sheet;
| | - | --------------------------------------------------------------------------------------------------



| | · | the average exchange rate for the period from July 1, 2021, through June 30, 2022, of US$1.00
to R$5.2440 for the statement of operations for the period ending on that date.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------





11







As the Lavoro Group and TPB SPAC have different
fiscal year ends, in order to meet the SEC’s pro forma requirements of combining operating results for an annual period that ends
within 93 days of the end of the Lavoro Group’s latest annual fiscal year ended June 30, 2022, the TPB SPAC's financial results
for the year ended June 30, 2022, have been calculated by taking (i) TPB SPAC's results for the year ended December 31,
2021, minus the TPB SPAC’s results for the period from February 8, 2021 (inception) to June 30, 2021, plus (ii) the
TPB SPAC’s results for the six months ended June 30, 2022.



Included in the shares outstanding and weighted
average shares outstanding as presented in the unaudited pro forma condensed combined financial statements are an aggregate of 3.4 million
New Lavoro Class A Ordinary Shares to be issued to the TPB SPAC public shareholders, 10.0 million New Lavoro Class A Ordinary
Shares to be issued to the PIPE Investors, 1.4 million New Lavoro Class A Ordinary Shares to be issued to the Sponsors and 96.3 million
New Lavoro Class A Ordinary Shares to be issued to the Lavoro Group shareholders.



Immediately following the consummation of the
Business Combination, TPB SPAC’s former public shareholders, the Sponsor and the current beneficial owners of the Sponsor, the PIPE
Investors, investors exercising certain forward purchase agreements and former Lavoro Group shareholders own approximately the following
percentages of New Lavoro:



|                             |  | Shares (in
 millions) |       |  | % | 
|---------------------------- |  | --------------------- | ----- |  | - | 
|Lavoro shareholders (1)      |  |                       | 96.4  |  |   | 
|TPB SPAC public shareholders |  |                       | 3.4   |  |   | 
|PIPE Investors               |  |                       | 10.0  |  |   | 
|Sponsors (2)                 |  |                       | 1.4   |  |   | 
|Total shares (3)             |  |                       | 111.2 |  |   | 



| | (1) | Excludes equity awards to be issued under the New Lavoro Equity Plan and an aggregate of up to approximately
2 million Class A Ordinary Shares reserved for issuance under the Lavoro Share Plan. To the extent equity awards are issued after
Closing under the New Lavoro Equity Plan, shareholders will experience dilution resulting from the impact of new equity to be reserved
pursuant to the rollover of the existing company compensation plan, which is expected to total approximately 2 million shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Excludes 3,006,050 Founder Shares subject to vesting pursuant to the terms of the Amendment to the Sponsor
Letter Agreement following the consummation of the Business Combination (Vesting Founder Shares) and 54,613 Founder Shares that were not
vested and will only be vested upon the registration of certain shares of New Lavoro. Refer to Note 1 Vesting Founder Shares for
discussion of the vesting conditions.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | As noted in Note 5 adjustment BB the Private Placement Warrants, Public Warrants, and Vesting Founder
Shares of New Lavoro are out of the money and therefore, not included based on an assumed share price of $10 of New Lavoro for the purposes
of this pro forma financial information.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The pro forma adjustments related to the Business
Combination and the PIPE Investment do not have an income tax effect as they are either (i) incurred by legal entities that are not
subject to a corporate income tax, or (ii) permanently nondeductible or nontaxable based on the laws of the relevant jurisdiction.





12







Accounting for the Business Combination



The Business Combination will be accounted for
as a capital reorganization in accordance with IFRS. Under this method of accounting, TPB SPAC will be treated as the “acquired”
company for financial reporting purposes, and the Lavoro Group will be the accounting “acquirer”. This determination was primarily
based on the assumption that:



| | · | Lavoro’s current shareholders will hold a majority of the voting power of New Lavoro post Business
combination;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | Lavoro's operations will substantially comprise the ongoing operations of New Lavoro;
| | - | -------------------------------------------------------------------------------------



| | · | Pursuant to the Business Combination Agreement, Lavoro's current shareholders will have the ability to
nominate the majority of the members of the governing body of New Lavoro; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Lavoro's senior management will comprise the senior management of the New Lavoro, including the CEO and
CFO.
| | - | ------------------------------------------------------------------------------------------------------------



Another determining factor was that TPB SPAC does
not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will
be accounted for as a capital reorganization, within the scope of IFRS 2. The net assets of TPB SPAC will be stated at historical cost,
with no goodwill or other intangible assets recorded. Any excess of the fair value of the deemed equity interest issued by the Lavoro
Group over the fair value of TPB SPAC’s identifiable net assets acquired represents compensation for the service of a stock exchange
listing for its shares and is expensed as incurred. The unaudited pro forma condensed combined financial information assumes that TPB
SPAC Warrants would be expected to be accounted for as liabilities in accordance with IAS 32 following consummation of the Business Combination
and, accordingly, would be subject to ongoing mark-to-market adjustments through the statement of profit or loss.



In connection to the Business Combination, the
Sponsor was issued a certain number of Vesting Founder Shares and Unvested Founder Shares which are entitled to receive a certain number
of New Lavoro Class A Ordinary Shares if certain conditions are met (See note 1 above). Such shares are deemed to have been issued
in exchange for listing services provided by the Sponsor (i.e., facilitating the Company being listed on the NASDAQ) and are therefore
equity-classified as per IFRS 2 Share-based payment.



4. TPB SPAC IFRS Conversion and Presentation Adjustments



The historical financial information of TPB SPAC
has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited
pro forma condensed combined financial information. The only adjustment required to convert TPB SPAC’s financial statements from
U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify TPB SPAC’s
Ordinary Shares subject to redemption from temporary equity under US GAAP to non-current financial liabilities under IFRS.



Further, as part of the preparation of the unaudited
pro forma condensed combined financial information, TPB SPAC’s historical financial information was converted from U.S. dollars
to Brazilian Reais in accordance with the presentation of the Lavoro Group’s historical financial information, as discussed in “3.
Basis of Presentation.”





13







US GAAP to IFRS conversion of TPB SPAC’s Balance Sheets
as of June 30, 2022



TPB
SPAC’s financial statements have been prepared in accordance with US GAAP and are converted to IFRS as follows:



|                                                                                                                                  |  | As of June 30, 2022  |        
|--------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | -------
|                                                                                                                                  |  | Historical US GAAP   |        
|                                                                                                                                  |  |                      |        
|                                                                                                                                  |  | (in Brazilian Reais) |        
|ASSETS                                                                                                                            |  |                      |        
|Current assets:                                                                                                                   |  |                      |        
|Cash                                                                                                                              |  |                      | 5,890  
|Prepaid expenses                                                                                                                  |  |                      | 2,269  
|Total current assets                                                                                                              |  |                      | 8,159  
|Investments held in Trust Account                                                                                                 |  |                      | 945,220
|Total assets                                                                                                                      |  |                      | 953,379
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                              |  |                      |        
|Current liabilities:                                                                                                              |  |                      |        
|Accounts payable                                                                                                                  |  |                      | 5,318  
|Accrued expenses                                                                                                                  |  |                      | 4,911  
|Note Payable - Related Party                                                                                                      |  |                      | 5,238  
|Total current liabilities                                                                                                         |  |                      | 15,467 
|Deferred underwriting commissions in connection with the Initial Public Offering                                                  |  |                      | 33,066 
|Derivative warrant liabilities                                                                                                    |  |                      | 10,588 
|Class A ordinary shares, $0.0001 par value; 18,036,299 shares subject to possible redemption at $10.00 per share redemption value |  |                      | —      
|Total Liabilities                                                                                                                 |  |                      | 59,121 
|Commitments and contingencies                                                                                                     |  |                      |        
|Class A ordinary shares, $0.0001 par value; 18,036,299 shares subject to possible redemption at $10.00 per share redemption value |  |                      | 944,741
|Shareholders’ Equity                                                                                                              |  |                      |        
|Preference shares                                                                                                                 |  |                      | —      
|Class A ordinary shares                                                                                                           |  |                      | —      
|Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,509,074 shares issued and outstanding                 |  |                      | 2      
|Additional paid-in capital                                                                                                        |  |                      | —      
|Accumulated deficit                                                                                                               |  |                      | (50,485
|Total Shareholders' Equity                                                                                                        |  |                      | (50,483
|Total liabilities and stockholders' equity                                                                                        |  |                      | 953,379



(a)   To
reclassify and present redeemable ordinary shares of TPB SPAC as other liabilities under IFRS, as shareholders have the right to require
TPB SPAC to redeem the ordinary shares and TPB SPAC has an irrevocable obligation to deliver cash or another financial instrument for
such redemption.





14







5. Transaction accounting adjustments of the Business Combination
between the TPB SPAC and Lavoro



Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Financial Position as of June 30, 2022



The pro forma notes and adjustments, based on
preliminary estimates that could change materially as additional information is obtained, are as follows:



| | A. | To reflect (i) the proceeds received from the PIPE Investment with the corresponding issuance of
10.0 million SPAC Ordinary Shares, with a nominal value of R$0.0005, at R$52.4 per share, or R$523.5 million, and (ii) the actual
redemption of 14.7 million SPAC Ordinary Shares, at approximately R$52.7 per share.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | To reflect the release of cash and investments held in the trust account, including settling a Working
Capital Loan totaling R$5.2 million.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------



| | C. | To reclassify other liabilities related to TPB SPAC Ordinary Shares subject to redemption against permanent
equity at the closing of the Business Combination.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | D. | To reflect the estimated payment in aggregate that consists of (i) TPB SPAC’s deferred underwriting
fees of R$33.1 million and (ii) transaction costs expected to be settled at the Close of the Business Combination. Expenses incurred
by the TPB SPAC are reflected as an adjustment to APIC as the Business Combination is accounted for as a capital reorganization. Therefore,
both the Retained Earnings (Deficits) and APIC of the TPB SPAC will be accounted for as the APIC of Lavoro Limited. Expenses incurred
are considered direct and incremental costs related to the Business Combination. Such costs are capitalizable and are recorded to APIC.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | E. | To reflect the capital reorganization of Lavoro Limited, as per the Business Combination Agreement, consisting
of (i) the elimination of the equity of TPB SPAC and the conversion of certain Sponsor Shares into Ordinary shares of the New Lavoro,
(ii) the derecognition of the Net investment from the Parent of Lavoro, the recognition of New Lavoro Ordinary Shares issued to existing
Lavoro shareholders, and to separately disclose the accumulated other comprehensive income of Lavoro, and (iii) in accordance with
IFRS 2, the deemed cost of the shares issued by Lavoro in excess of the net assets of the TPB SPAC, which primarily consists of cash and
marketable securities held in the trust account and certain public and private warrants liabilities, is accounted for as stock-based compensation
and reflected as an adjustment to APIC.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                          |  | (in thousands of Reais) |          
|--------------------------------------------------------- |  | ----------------------- | ---------
|Estimated deemed cost of shares issued to the TPB SPAC(1) |  |                         | 921,390  
|Net assets of the TPB SPAC as of June 30, 2022(2)         |  |                         | 1,464,322
|Less: Redemption of TPB SPAC ordinary shares              |  |                         | 768,460  
|Less: TPB SPAC transaction costs                          |  |                         | 78,958   
|Adjusted net assets of the TPB SPAC as of June 30, 2022   |  |                         | 616,904  
|IFRS 2 charge for listing services                        |  |                         | 304,486  





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| | (1) | The estimated deemed cost of shares is comprised of (i) 14,821,266
Lavoro Limited Class A Ordinary Shares, including 1,448,412 Retained Founder Shares, at a quoted market price of R$52.38 per share
as of June 30, 2022 and foreign exchange rate of US$1.00 to R$5.238, and (ii) estimated fair value of 3,006,050 Vesting Founder
Shares and 54,613 Unvested Founder Shares of R$145.1 million.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | This balance includes the PIPE Investment and is calculated
based on exchange rate as of June 30, 2022, of $1.00 to R$5.238 (see Note 3).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Profit or Loss for the year ended June 30, 2022



The pro forma notes and adjustments with respect
to the Business Combination, based on preliminary estimates that could change materially as additional information is obtained, are as
follows:



| | AA. | To reflect the elimination of interest income on marketable
securities held in the trust account.
| | --- | -------------------------------------------------------------------------------------------------



| | BB. | New Lavoro calculates the pro forma earnings (loss) per share
in accordance with IAS 33, Earnings Per Share, which requires a dual presentation of basic and diluted earnings (loss) per share. Pro
forma basic earnings (loss) per share is computed using the weighted average number of shares outstanding during the reporting period.
Pro forma diluted earnings (loss) per share represents the pro forma basic earnings (loss) per share adjusted to include the potentially
dilutive effect of the outstanding warrants assumed by New Lavoro (using the treasury stock method). The average market price of TPB
SPAC common stock is assumed to be US$10 for the purposes of this Article 11 Pro Forma and all public and private warrants are out
of the money; therefore, the approximately 6,012,099 and 4,071,507 public and private warrants, respectively, are excluded from both
the calculation of the pro forma basic and diluted earnings (loss) per share. Similarly, the Vesting Founder Shares are not considered
vested for both the basic and diluted earnings (loss) per share due to the assumed TPB SPAC's share price of US$10.00.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | CC. | To reflect the IFRS 2 stock-based compensation expenses for
the deemed listing services received by the Lavoro Group and New Lavoro from TPB SPAC, which is the difference between the costs of the
shares issued by the Lavoro Group in excess of the net assets of TPB SPAC.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | DD. | To reflect the elimination of transaction costs incurred by
TPB SPAC which qualify for capitalization as of the closing date of the Business Combination, and therefore would not be reported in
the post-Business Combination statement of profit or loss of New Lavoro.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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