SEC – ‘UPLOAD’ from 1/31/22 re: Federative Republic of Brazil – ‘TEXT-EXTRACT’

On:  Monday, 1/31/22, at 4:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-1255

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     30K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    12K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

January 31, 2022  

Nestor Forster, Jr.                                               
Ambassador of Brazil                                              
Embassy of Brazil                                                 
3006 Massachusetts Avenue, N.W.                                   
Washington, D.C. 20008                                            

                                                       Re: Federative Republic
of Brazil                                                                       
                                                    Registration
Statement under Schedule B                                                      
                                                        Filed January 3,
2022                                                                            
                                                           File No. 333-261972
                                                      color:white;"_
                                                     Form 18-K for
Fiscal Year Ended December 31, 2020                                             
                                                       Filed August 6,
2021                                                                            
                                                          File No. 333-06682

Dear Mr. Forster:                                                 

             We have reviewed your filings and have the following comments. In
some of our                                                                     
      comments, we may ask you to provide us with information so we may better
understand your                                                                 
disclosure.                                                       

        Please respond to this letter by amending your documents and
providing the requested                                                         
     information. If you do not believe our comments apply to your facts and
circumstances or do not                                                         
believe an amendment is appropriate, please tell us why in your   
response.                                                                       

            After reviewing any amendment to your registration statement and
the information you                                                             
     provide in response to these comments, we may have additional comments.

   Registration Statement under Schedule B and Form 18-K for Fiscal Year
Ended December 31,                                                              
2020                                                              

Cover Page                                                        

1.                                                   Please include a     
cross-reference to the detailed disclosure of the collective action clause.     
General                                                           

  2.                                                   To the extent possible,
please update all statistics and information in the registration                
                                                      statement and the Form
18-K to provide the most recent data.                                           
3.                                                   Please update, as    
necessary, to include any material developments involving political             
Nestor Forster, Jr.                                                           
FirstName                                                                       
Embassy ofLastNameNestor Forster, Jr.                                           
Brazil                                                  
Comapany                                                                        
January 31,NameEmbassy                                                          
2022       of Brazil                                    
January                                                                         
Page 2 31, 2022 Page 2                                                          
FirstName LastName                                                              
     dynamics and/or political unrest. We note, for example, reports of:
rhetoric and/or                                                                 
       concerns about, and/or investigations into, threats against Brazilian
democratic                                                                      
    institutions; demonstrations in opposition to President Bolsonaro;
departures of senior                                                            
 government officials; concerns about a coup; and concerns about
political intervention in                                                       
business matters.                                             
4.       Please update to include any material developments involving the       
investigations into                                                             
       public corruption disclosed in the Form 18-K, including, for example,
material                                                                        
developments involving allegations of corruption surrounding  
procurement of coronavirus                                                      
vaccines.                                                     
5.       We note media reports that the National Congress passed legislation    
allowing the                                                                    
       government to avoid paying billions of dollars in precatorios. Please
confirm that this                                                               
        would not qualify as a default that would be disclosed under Item 4 of
Schedule B.                                                                     
6.       Please update, as necessary, to include any material updates relating  
to COVID-19. We                                                                 
     note, for example, news reports reflecting criticism over President
Bolsonaro   s response to                                                       
 the pandemic, including reports of a Brazilian senate committee
recommending action                                                             
against the President due to the pandemic response.           
7.       To the extent material, please discuss the impact on economic growth   
of successful efforts                                                           
to attract private investment in public infrastructure.       
8.       To the extent material, please discuss any risks posed by subnational  
finances, including,                                                            
     for example, any material risks associated with debt limits, fiscal
reporting, pension                                                              
   systems, or other fiscal frameworks at the subnational level that
could pose material risks                                                       
nationally.                                                   
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

    Please contact Aaron Brodsky, attorney, at (202) 551-6538 or Michael
Coco, Office                                                                    
Chief, at (202) 551-3253 with any other questions.                              

                                                        Sincerely,

                                                         Division of
Corporation Finance                                                             
                                                       Office of
International Corporate                                                         
                                                     Finance
Nestor Forster, Jr.                                                           
Embassy of Brazil                                                               
FirstName                                                                       
January 31,LastNameNestor                                                       
2022        Forster, Jr.                        
Comapany                                                                        
Page    3      NameEmbassy of Brazil                                            
January 31, 2022 Page 3                                                         
cc:       Juan G. Gir  ldez                                                     
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		1/31/22		UPLOAD
		1/3/22		S-B,  UPLOAD
		8/6/21		18-K,  UPLOAD
		12/31/20		18-K,  18-K/A,  UPLOAD
				List all Filings