UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934

For the month of ~~January~~ February 2021

Commission File Number: 1-33659

COSAN LIMITED

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Av. Brigadeiro Faria Lima, 4100, – 16^th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

TABLE OF CONTENTS

ITEM 1. Material fact, filed by Cosan S.A. with the Brazilian Securities Commission on ~~January~~February 228, 2021, regarding the ~~shareholders'~~acquisition ~~approval~~ of ~~the~~Biosev ~~corporate~~S.A. ~~restructuring~~by ~~of the Cosan Group~~Raízen.

SIGNATURE

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

Date: ~~January~~February 258, 2021

COSAN LIMITED


By:	/s/ Marcelo Eduardo Martins
	Name:	Marcelo Eduardo Martins
	Title:	Chief Financial and Investor Relations Officer

Item 1

Material fact, filed by Cosan S.A. with the Brazilian Securities Commission on ~~January~~February 228, 2021, regarding the ~~shareholders'~~acquisition ~~approval~~ of ~~the~~ ~~corporate~~Biosev ~~restructuring~~S.A. ofby ~~the Cosan Group~~Raízen.

COSAN S.A. Publicly Held Company Corporate Taxpayer (CNPJ) No. 50.746.577/0001-15 NIRE 35.300.177.045 | CVM Code No 19836 COSAN LOGÍSTICA S.A. Publicly Held Company Corporate Taxpayer (CNPJ) No. 17.346.997/0001-39 NIRE 35.300.447.581 | CVM Code No 23485 COSAN LIMITED Foreign Company Company Taxpayer (CNPJ) No. 08.887.330/0001-52

Publicly-held Company

CNPJ/ME n° 50.746.577/0001-15

NIRE 35.300.177.045

CVM Code nº 19836

MATERIAL FACT

Cosan S.A. (~~B3: CSAN3) (~~“Cosan”)~~, Cosan~~ ~~Logística S.A.~~ (B3: ~~RLOG3~~CSAN3) ~~(“Cosan Log”)~~, ~~and~~in ~~Cosan~~compliance ~~Limited~~with ~~(NYSE:~~the ~~CZZ)~~provisions ~~(“CZZ” and,~~of ~~together~~CVM ~~with~~Instruction ~~Cosan~~358/02, and ~~Cosan~~in ~~Log,~~continuity with the ~~“Companies”),~~Notice ~~controlling~~to ~~shareholder~~the Market of ~~Cosan~~January ~~and~~28, ~~Cosan Log~~2021, ~~in addition~~informs toits ~~the~~shareholders ~~Material~~and ~~Facts~~market ~~released~~in bygeneral ~~Cosan~~that onits ~~July~~jointly 3,controlled ~~2020,~~company RAÍZEN ~~July~~ENERGIA 7S.A., ~~2020,~~a ~~December~~category 4,B ~~2020,~~publicly-held ~~and~~corporation ~~December~~(“RESA”) 17, ~~2020,~~together ~~hereby inform~~with ~~their~~Raízen ~~shareholders~~Combustíveis S.A. (“RCSA”) (and ~~the~~combined ~~market~~with inRESA, ~~general~~“Raízen” ~~that~~or ~~they~~“Company”), ~~have~~on ~~approved~~the date athereof, ~~their~~has ~~respective~~entered ~~extraordinary~~into ~~shareholders’ meetings,~~a ~~held~~certain onacquisition ~~this~~agreement ~~date~~ (“~~Shareholders’ Meetings~~Agreement”), ~~the~~with ~~corporate~~Biosev ~~restructuring~~S.A. ~~proposed by the Companies,~~(“Biosev”) ~~which~~and ~~consists~~Hédera ofInvestimentos ae ~~merger~~Participações ofS.A. ~~companies~~(“Hédera”), ~~under~~in ~~common~~its ~~control,~~capacity as ~~provided~~the ~~for~~controlling shareholder byof ~~art. 264~~Biosev, ~~paragraph~~among ~~4th~~other parties, ofpursuant ~~Law~~to ~~No.~~which ~~6,404,~~Raízen ~~dated of~~has ~~December 15~~agreed, ~~1976~~on ~~(“Brazilian~~the ~~Corporation~~terms ~~Law”),~~and ~~pursuant~~subject to ~~which~~the ~~CZZ~~conditions set ~~and~~forth ~~Cosan~~therein, ~~Log~~to ~~were~~acquire ~~merged~~up ~~into~~to ~~Cosan~~ 100% (~~“CZZ~~one ~~Merger”~~hundred ~~and~~percent) ~~“Cosan~~of ~~Log~~the ~~Merger”~~equity ~~respectively~~of ~~and,~~Biosev ~~jointly, the~~ (“Transaction”).

~~Withdrawal~~In summary, ~~Rights~~the Transaction consists in a business combination involving an exchange of shares, with issuance of 3.5% of Raízen’s Preferred Shares and ~~Consummation~~an amount paid in cash (R$ 3.6 billion) to refinance part of Hédera’s debt in an efficient way. Thus, after the ~~Cosan~~conclusion ~~Log~~of ~~Merger~~the ~~before~~Transaction, B3Raízen's leverage, measured by Net Debt/EBITDA ratio, will be preserved. In addition, there will be an issuance of 1.49% of Redeemable Shares at a symbolic value and an Earn-out with the objective to divide the sugar and ethanol prices variation. Both Redeemable Shares and Earnout will cease to exist in a Raízen's liquidity event, as detailed below.

~~Cosan Log shall publish on “Sistema~~STRATEGIC ~~Empresas.NET”~~RATIONALE ~~and~~– inSUGAR ~~its~~& Investor Relations website (ri.cosanlogistica.com), on the date hereof, a Notice to Shareholders with information regarding the exercise of Withdrawal Rights (as defined below) by the shareholders of Cosan Log (B3: RLOG3) who did not attend to Extraordinary Shareholders’ Meeting held on January 22, 2021 and chose to withdraw from Cosan Log. The term for exercising this right will end on February 23, 2021.RENEWABLES

~~Cosan~~The ~~Log’s management understands~~Transaction ~~that~~has ~~the~~a ~~Transaction~~strategic ~~shall~~fit ~~only~~into beRaízen’s ~~concluded~~long ifterm ~~the~~business ~~value~~plan ~~directed~~based toon ~~the~~strengthening ~~Withdrawal~~further ~~Rights~~its ~~(as~~leadership ~~defined below) of Cosan Log shareholders’~~position doon ~~not~~the ~~harm~~energy ~~Cosan~~transition ~~Log’s~~providing ~~financial stability. The highest value to exercise~~ the ~~Withdrawal~~most ~~Rights~~efficient, ~~which~~cleaner ~~shall~~and berenewable ~~the book value of Cosan Log’s shares at market prices~~energy, ~~calculated~~while ~~based~~being onaccretive ~~Cosan~~within ~~Log~~Company’s ~~market value appraisal report, prepared~~ byhighest ~~Apsis~~financial ~~Consultoria Empresarial Ltda~~discipline., toHighlights ~~all shareholders~~ of ~~common~~combined ~~Cosan Log’s shares that choose to exercise their Withdrawal Rights, must be equivalent to R$1,600,000,000.00 (one billion and six hundred million reais).~~operations:

The Transaction will not result in withdrawal rights for Cosan’s shareholders (B3: CSAN3).

2019/20 crop year figures^*	Raízen	Biosev	Combined Operations
mILLS (UNIT)	26	9	35
Crushing Capacity (mln tons)	73	32	105
Sugar Production (mln tons)	3,791	1,163	4,954
Ethanol PRODUCTION (mln liters)	2,498	1,346	3,844
Electricity Production (thousand MWh)	2,200	800	3,000
EBITDA ex-IFRS16 (R$ bln)	R$ 3.4	R$ 1.8	R$ 5.2
CAPEX (R$ bln)	R$ 2.8	R$ 1.2	R$ 4.0

~~After~~* ~~the thirty (30) days term for the~~All ~~exercise~~figures ofreported ~~the withdrawal rights~~ by ~~dissenting~~Raízen ~~shareholders of Cosan Log, pursuant to articles 252, paragraph 2~~ and ~~137~~Biosev, ~~paragraph 1~~respectively, ofon the Brazilian Corporation law (“Withdrawal Rights”), Cosan’s Board of Directors will hold a meeting to (i) confirm the value of the capital stock increase and the amount of shares issued within the Cosan Log Merger; (ii) confirm the date in which the amendment made to article 5 and the consolidation of Cosan bylaws will become effective; and (iii) resolve upon other matters that, due to their ~~relevance~~annual ~~and~~Earnings ~~connection with the Transaction, have to be resolved upon (“Cosan’s Board of Directors Meeting”)~~Releases.

~~After the referred meeting of Cosan’s~~SUMMARY ~~Board~~OF ofTHE Directors, the Companies will disclose a joint Material Fact, informing: (i) the consummation of the Cosan Log Merger before B3, which shall be the cut-off date when the shareholders that hold, by the end of the trading session, shares issued by Cosan Log will receive shares issued by Cosan, in replacement of their shares issued by Cosan Log, according to the Cosan Log’s Exchange Ratio (“Cut-Off Date”); (ii) the final date for trading the shares issued by CZZ and Cosan Log in NYSE (NYSE: CZZ) and in B3 (B3: RLOG3), respectively (“Final Trading Date”); and (iii) the date when the credit of new Cosan shares will be made for CZZ and Cosan Log shareholders (“Shares’ Credit Date”).TRANSACTION

WeAs ~~present~~of ~~below~~ the ~~timeline that must~~ beTransaction, ~~followed~~Raízen ~~if the Withdrawal Rights are not exercised by Cosan Log’s dissenting shareholders~~will:

	Date
Consummation date of the Cosan Log Merger before B3 and the Bookkeeping Agent	March 5, 2021
Cut-Off Date (after the end of the trading session)	March 5, 2021
Final Trading Date in B3	March 8, 2021
Shares’ Credit Date of Cosan Shares for Cosan Log shareholders	March 10, 2021

(i) issue new shares to Hédera, as a result of a capital increase, divided into two different classes of preferred shares with distinct characteristics, as follows:

We· ~~present~~3.5000% ~~bellow~~of the ~~timeline~~capital ~~that~~stock ~~must be~~of ~~followed~~Raízen ifas ~~the~~non-voting ~~Withdrawal~~and ~~Rights~~non-redeemable ~~are~~shares ~~exercised~~(“Preferred byShares”); ~~Cosan Log’s dissenting shareholders:~~and

	Date
Dissenting shareholders payment date	March 2, 2021
Consummation date of the Cosan Log Merger before B3 and the Bookkeeping Agent	March 5, 2021
Cut-Off Date (after the end of theh trading session)	March 5, 2021
Final Trading Date in B3	March 8, 2021
Shares’ Credit Date	March 10, 2021

1.4999% of the capital stock of Raízen as redeemable at a symbolic price and non-voting shares (“Redeemable Shares”); and

~~Issuance~~(ii) pay R$ 3.6 billion as cash consideration for new Biosev shares, at the closing date of ~~American~~the ~~Depositary~~Transaction ~~Shares~~(“Closing”), subject to certain statutory preemptive rights (the “~~ADSs~~Cash Consideration”). The proceeds will ultimately be used by Biosev to partially repay its existing financial debt as Biosev will be transferred to Raízen free of the existing net debt, as well as with a normalized working capital position, immediately after Closing. The Cash Consideration will be subject to a customary price adjustment mechanism based on variations of the net debt and working capital positions, as well as certain other adjustments.

~~The~~Following the ~~holders~~fifth of(5th) ~~CZZ~~anniversary ~~Class~~of Athe ~~shares~~Closing ~~will receive~~date, ~~Cosan~~Raízen ~~ADSs~~may ~~and~~be ~~holders~~required ofto ~~CZZ~~pay ~~Class~~an Badditional ~~shares~~contingent ~~will~~cash ~~receive~~consideration (“Earn-out”) ~~Cosan~~to ~~shares~~Hédera, inlimited ~~each case subject~~ to ~~the~~R$ ~~terms~~350 ~~and conditions for the CZZ Merger~~million. WeSuch ~~present~~amount ~~below~~will adepend ~~timeline~~on ~~setting~~certain ~~forth~~targets ~~the~~based ~~estimated~~on ~~dates~~sugar and ~~for:~~ethanol ~~(i) the~~market ~~final~~prices, ~~trading~~as ~~date~~defined ~~for~~in ~~CZZ shares on~~ the ~~New~~Agreement. ~~York~~In ~~Stock~~case ~~Exchange~~of ~~(“NYSE”~~a ~~and~~liquidity ~~“Final~~event ~~Trading~~by ~~Date in NYSE”~~then, ~~respectively);~~such ~~and~~as ~~(ii) the dates~~an ofIPO ~~commencement~~ of ~~trading of~~ the ~~Cosan ADSs on NYSE~~Company, the ~~both~~Earn-out onstructure ais ~~when~~automatically ~~issued~~canceled ~~basis~~with ~~and~~no onadditional aobligation ~~regular~~for ~~basis:~~Raízen.

	Estimated Date (Subject to Change)
Final Trading Date in NYSE	March 5, 2021
When Issued trading to begin for Cosan ADSs on NYSE	March 8, 2021
When Issued trading to end for Cosan ADSs on NYSE	March 10, 2021
Regular Trading of Cosan ADSs to begin	March 11, 2021

POST TRANSACTION SHAREHOLDER STRUCTURE

As* ~~indicated above, as part of the CZZ~~The ~~Merger,~~stock ~~Cosan~~participation ~~will~~percentages ~~put~~represented in ~~place~~this anstructure ~~ADSs~~chart ~~program,~~are tomathematically ~~be listed on the NYSE~~rounded. Each ADS will represent one (1) common share issued by Cosan. Following the CZZ Merger, any holder of ADSs issued by Cosan may cause such ADSs to be cancelled and to have an equal number of validly issued and allotted, fully paid-up shares issued to such holder in replacement thereof.

~~The~~** ~~depositary for Cosan’s ADSs program~~After ~~has~~the ~~agreed~~redemption toof ~~waive~~ the ~~cancellation~~(Temporary) ~~fee~~Shares, ~~for~~participation ~~cancellations~~in ~~completed during~~ the ~~period~~total capital of ~~fifteen~~Shell ~~(15)~~and ~~calendar~~Cosan ~~days~~will ~~after~~increase ~~the completion~~respectively ~~of the CZZ Merger~~to 48.25%.

~~The Companies will keep their shareholders~~PREFERRED ~~and~~SHARES ~~the~~AND ~~market~~REDEEMABLE ~~in general updated on any progress regarding the Transaction and the timelines indicated above.~~SHARES

~~São~~Both ~~Paulo,~~the Preferred ~~January~~Shares ~~22,~~and ~~2021~~the Redeemable Shares will be entitled to receive dividends pari pasu with the existing common shares.

The Preferred Shares will be subject to certain Call and Put Options. In six months after the 6^th, 7^th, 8^thand 9^th anniversaries of the Closing date, Raízen will have a Call Option to buy those shares at market price. In six months after the 9^th anniversary of the Closing date (and after the end of the call option exercise period for the Company), Hédera will have a Put Option to sell its stake, at 20% discount of market price to Raízen. All the Call and Put Options will terminate in case Raízen becomes public tradable within certain criteria set forth in the shareholders’ agreement.

Subject to certain criteria set forth in the shareholders’ agreement (as described below), the Redeemable Shares will be mandatorily redeemed for a symbolic nominal amount upon certain events set forth in the shareholders’ agreement, such as: (i) a liquidity event of the Company (such as in case Raízen becomes public tradable within certain criteria set forth in the shareholders’ agreement, or in case Raízen exercises the above-mentioned Call Option); or (ii) following the tenth (10^th) anniversary of the Closing date. In that case, the participation of Shell and Cosan in Raízen will increase respectively to 48.25%.

SHAREHOLDERS AGREEMENT

On the Closing date, Hédera and the controlling shareholders of Raízen will enter into a shareholders’ agreement to set forth customary rights and obligations of Hédera as a minority shareholder of Raízen (“SHA”), as well as the above-mentioned Call and Put Options.

The SHA shall terminate automatically in case Raízen becomes public tradable within certain criteria set forth in the SHA.

CLOSING AND MAIN CONDITIONS PRECEDENT

The Closing of the Transaction is expected to take place in the next 6 months. The consummation of the Transaction is subject to the satisfaction of certain conditions precedent set forth in the Agreement. Among other, the main conditions are:

(i)

Biosev will conduct a restructuring process of its current financial indebtedness, taking into consideration that the transaction includes only the equity with no debt, preserving Raízen’s leverage level;

(ii)

Biosev will conduct a corporate restructuring which will result in Biosev no longer being publicly traded, as well as to carve out Biosev’s equity stakes in TEAG and Crystalsev, as such assets do not encompass the transaction perimeter; and

(iii)

Approval of the Transaction by the Brazilian Antitrust Authority – CADE;

COSAN - OTHER RELEVANT INFORMATION

(i)

In continuity to the Material Fact of July 3 of 2020 and following the above-mentioned transaction, Cosan informs that Raízen’s controlling shareholders are constantly analyzing the possible listing of Raízen through an initial public offering of shares. Although the effective listing will depend on numerous conditions that may be beyond the control of Company, this will not prevent from hiring advisors and start the preparation for an eventual offer. However, our intention is to be prepared if such conditions are met and market conditions are adequate. Cosan will keep the market informed about any relevant developments regarding this topic.

(ii)

Cosan and Shell as controlling shareholders of Raízen, signed a Subscription Agreement, stipulating the procedures and circumstances in which RESA may notify its controlling shareholders (Cosan and Shell) requesting an equity contribution of up to US$ 700,000,000.00 (seven hundred million dollars), total amount to both shareholders. Under the terms of the Subscription Agreement, if Raízen reaches certain financial leverage ratios, it must convene a meeting of the company's board of directors to determine the total amount of the capital contribution that would be required. It’s important to highlight that Raízen is rated at Investment Grade supported by rigid financial discipline.

Cosan will hold a conference call on this date to present the operation and will keep the market informed of any further material information related to the Transaction.

São Paulo, February 8, 2021

Marcelo Eduardo Martins

~~Chief~~CFO ~~Financial Officer~~ and ~~Investor~~ Investor Relations Officer

NoThis ~~Offer~~material fact statement does not constitute an offer of securities for sale in Brazil or ~~Solicitation~~any other market. It is merely intended for information purposes, under the terms of the applicable regulations, and shall not, in any circumstances, be deemed or considered as an investment recommendation, an offer for sale, or a solicitation or offer for acquisition of securities of RESA.

This communication is for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Caution about Forward-Looking Statements

Statements in this communication (or in the documents it incorporates by reference) that are not historical facts or information may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Among other things, these forward looking statements may include statements regarding the transaction involving Cosan, CZZ and Cosan Log; beliefs relating to value creation as a result of a transaction involving Cosan, CZZ and Cosan Log; the expected timetable for completing the transaction; benefits and synergies of the transaction; future opportunities for the combined company; and any other statements regarding Cosan’s, CZZ’s and Cosan Log’s future beliefs, expectations, plans, intentions, financial condition or performance. In some cases, words such as “estimate,” “project,” “forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “can,” “expectation,” “could,” “will,” “would” and similar expressions, or the negative of those expressions, may identify forward-looking statements. These forward-looking statements are based on Cosan’s, CZZ’s and Cosan Log’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Cosan’s, CZZ’s and Cosan Log’s control. Forward-looking statements in this Material Fact or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Cosan, CZZ or Cosan Log to predict these events or how they may affect Cosan, CZZ or Cosan Log. Therefore, you should not rely on any of these forward-looking statements as predictors of future events. Except as required by law, neither Cosan, CZZ nor Cosan Log has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur.

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