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 ~~February~~March 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 ~~February~~March 81, 2021, regarding the ~~acquisition~~corporate reorganization of ~~Biosev~~the ~~S.A.~~Cosan ~~by Raízen~~Group.

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: ~~February~~March 82, 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 ~~February~~March 81, 2021, regarding the ~~acquisition~~corporate reorganization of ~~Biosev~~the ~~S.A.~~Cosan ~~by Raízen~~Group.

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: ~~CSAN3~~RLOG3), in(“Cosan ~~compliance~~Log”), and ~~with~~Cosan ~~the~~Limited ~~provisions~~(NYSE: ofCZZ) ~~CVM~~(“CZZ” ~~Instruction 358/02~~and, ~~and~~together inwith ~~continuity~~Cosan ~~with the~~and ~~Notice~~Cosan toLog, the ~~Market of January 28~~“Companies”), controlling ~~2021,~~shareholder ~~informs~~of ~~its~~Cosan ~~shareholders~~ and ~~market~~Cosan Log, in ~~general~~addition ~~that~~to ~~its~~the ~~jointly~~Material ~~controlled~~Facts ~~company RAÍZEN~~released ~~ENERGIA~~by ~~S.A.,~~Cosan aon ~~category~~July B3, ~~publicly-held~~2020, ~~corporation~~July ~~(“RESA”)~~ 7, ~~together with Raízen Combustíveis~~2020, ~~S.A.~~December ~~(“RCSA”)~~4, ~~(and~~2020, ~~combined~~December ~~with RESA~~17, ~~“Raízen” or “Company”)~~2020, onand ~~the date~~January ~~hereof~~22, ~~has~~2021 ~~entered~~and ~~into~~as a ~~certain~~response ~~acquisition~~to ~~agreement~~the ~~(“Agreement”)~~requirement ~~with~~letter ~~Biosev~~of SCVM/B3 No.A. ~~(“Biosev”)~~248/2021 ~~and~~of ~~Hédera~~February ~~Investimentos~~24, ~~e Participações S.A. (“Hédera”)~~2021, inhereby ~~its~~inform ~~capacity~~their asshareholders and the ~~controlling~~market ~~shareholder~~in ofgeneral ~~Biosev~~that, ~~among~~on ~~other~~this ~~parties~~date, ~~pursuant~~a toBoard ~~which~~of ~~Raízen~~Directors ~~has~~meeting ~~agreed,~~was onheld ~~the terms~~ and ~~subject~~they toresolved ~~the~~upon ~~conditions set forth therein, to acquire up to 100% (one hundred percent) of~~ the ~~equity~~following ofmatters: ~~Biosev (“Transaction”).~~

~~In summary,~~(i) due to the ~~Transaction~~merger ~~consists~~of inCosan aLog ~~business~~into ~~combination~~Cosan ~~involving~~(“Cosan anLog ~~exchange~~Merger”) and the end of ~~shares,~~the ~~with~~term ~~issuance~~to ofexercise ~~3.5%~~the ofwithdrawal ~~Raízen’s~~rights guaranteed to Cosan Log shareholders, pursuant to articles ~~Preferred~~252, ~~Shares~~paragraph 2 and an137, ~~amount~~paragraph ~~paid~~1, inof ~~cash~~the ~~(R$~~Brazilian ~~3.6~~Corporation ~~billion~~Law, which ended on February 23, 2021 (“Withdrawal Rights”) towithout ~~refinance~~any ~~part~~shareholder ofexercising ~~Hédera’s~~their ~~debt~~intent inon anwithdrawing ~~efficient~~from ~~way.~~Cosan Log, Cosan’s capital stock ~~Thus~~increase was confirmed, ~~after~~through the ~~conclusion~~issuance of ~~the~~31,025,350 ~~Transaction~~(thirty one million, ~~Raízen's~~twenty ~~leverage~~five thousand, ~~measured~~three byhundred ~~Net~~and ~~Debt/EBITDA~~fifty) new ~~ratio~~common Cosan shares, ~~will~~by bea ~~preserved~~total subscription price of R$638,374,501.48 (six hundred and thirty eight million, three hundred Inand ~~addition~~seventy four thousand, ~~there~~five ~~will~~hundred beand anone ~~issuance~~reais ofand ~~1.49%~~forty ofeight ~~Redeemable~~cents), ~~Shares~~corresponding atto aR$20.58 ~~symbolic~~(twenty ~~value~~reais and anfifty eight ~~Earn-out~~cents) ~~with~~per share (“Capital Increase”). Due to the ~~objective~~Capital Increase, common shares of Cosan to be attributed ~~divide~~to ~~the~~Cosan ~~sugar~~Log’s ~~and~~shareholders, ~~ethanol~~in ~~prices~~replacement ~~variation.~~of ~~Both~~the ~~Redeemable~~common ~~Shares~~shares ~~and~~they ~~Earnout~~hold issued by Cosan Log, will ~~cease~~have the same rights attributed to ~~exist~~the common Cosan shares previously existent, and will fully take part in aall ~~Raízen's~~benefits, ~~liquidity event~~including dividends, thin capitalization and other revenues that may be declared by Cosan as ~~detailed~~of ~~below.~~the Cosan Log Merger;

~~STRATEGIC~~(ii) ~~RATIONALE~~ the –date ~~SUGAR~~hereof, &March ~~RENEWABLES~~1st, 2021, was confirmed as the date of effectiveness of the amendment to article 5 of Cosan’s bylaws, to reflect the new value of the capital stock of R$6,365,852,559.62 (six billion, three hundred and sixty five million, eight hundred and fifty two reais and sixty two cents), divided into 468,517,733 (four hundred and sixty eight million, five hundred and seventeen thousand, seven hundred and thirty three) common, nominative, non-par shares, considering the cancellation of shares held on treasury by Cosan, as approved by the Board of Directors on a meeting held on February 5, 2021; and

~~The~~(iii) ratification of ~~Transaction~~the approval of the corporate restructuring by the Companies’ General Meetings, held on January 22, 2021 (“General ~~has~~Meetings”), which consists of a ~~strategic~~merger ~~fit~~of ~~into~~companies ~~Raízen’s~~under ~~long~~common ~~term~~control, ~~business~~as ~~plan~~provided ~~based~~for onby ~~strengthening~~art. ~~further~~264, ~~its~~paragraph ~~leadership~~4th, of ~~position~~Law No. 6,404, dated of December 15, 1976 (“Brazilian Corporation Law”), pursuant to which CZZ and Cosan onLog were merged into Cosan (“CZZ Merger” and “Cosan Log Merger” respectively and, jointly, the ~~energy~~“Transaction”), ~~transition~~shall ~~providing~~remain valid and effective from the ~~most~~date ~~efficient~~of its approval in the Meetings, ~~cleaner~~without prejudice to any acts carried out by CZZ and ~~renewable~~Cosan ~~energy~~Log up to this date, ~~while~~which ~~being~~shall ~~accretive~~be ~~within~~validated ~~Company’s~~by Cosan for all legal purposes, ~~highest~~as ~~financial~~the ~~discipline.~~legal ~~Highlights~~successor of ~~combined~~the ~~operations:~~merged companies.

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

Effectiveness of the exchange of the Cosan Log shares

*According ~~All~~to the previously disclosed timeline, ~~figures~~as ~~reported~~of the trading session of March 8, 2021, the shares issued by ~~Raízen~~Cosan Log (B3: RLOG3) will stop being traded in B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and, ~~Biosev~~from this date, ~~respectively~~the shareholders which hold shares issued by Cosan Log by the end of the trading session on March 5, 2021 may negotiate with the shares issued by Cosan (B3: CSAN3) which will be received based upon he exchange ratio of one (1) share of Cosan for each 3.943112 shares issued by Cosan Log held on ~~their~~March ~~annual~~5, ~~Earnings~~2021. ~~Releases~~On March 10, 2021, the shares issued by Cosan given to Cosan Log shareholders based upon the exchange ratio will be visible on the B3 system.

~~SUMMARY~~Effectiveness of the exchange of OFthe ~~THE~~CZZ ~~TRANSACTION~~shares

AsOn March 5, 2021, CZZ shares will stop being traded in the New York Stock Exchange (“NYSE”) and, as of March 8, 2021, Cosan’s American Depositary Shares (“ADSs”) will be traded on a “When-Issued” basis on NYSE, under the symbol “CSAN WI”, ~~Transaction~~CUSIP No. “22113B 103”, ~~Raízen~~whose regular trading is expected to commence on March 11, 2021. On such date, the holders of Class A shares issued by CZZ will: receive ADSs from Cosan and holders of Class B shares issued by CZZ will receive Cosan shares based upon the exchange ratio of one (1) ADS (considering that each ADS represents one common share of Cosan) issued by Cosan for each 0.772788 Class A share issued by CZZ.

~~(i) issue~~JP Morgan Chase, the depositary agent of ~~new~~Cosan’s ~~shares~~ADS program granted Cosan’s request and has agreed to ~~Hédera,~~waive asthe acancellation ~~result~~fee for ADSs cancellations completed during the initial period of afifteen ~~capital~~(15) ~~increase,~~calendar ~~divided~~days ~~into~~from ~~two~~the ~~different~~first ~~classes~~issuance of ~~preferred~~Cosan’s ~~shares with~~ADSs ~~distinct~~in ~~characteristics,~~connection aswith ~~follows:~~the CZZ Merger.

·The ~~3.5000%~~Companies ofwill ~~the~~keep ~~capital~~their ~~stock~~shareholders and ofthe ~~Raízen~~market asin ~~non-voting~~general ~~and~~updated ~~non-redeemable~~on ~~shares~~any ~~(“Preferred~~progress ~~Shares”);~~regarding ~~and~~the Transaction.

·São ~~1.4999%~~Paulo, ofMarch ~~the~~1, ~~capital stock of Raízen as redeemable at a symbolic price and non-voting shares (“Redeemable Shares”); and~~2021.

(ii) pay R$ 3.6 billion as cash consideration for new Biosev shares, at the closing date of the Transaction (“Closing”), subject to certain statutory preemptive rights (the “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.

Following the fifth (5th) anniversary of the Closing date, Raízen may be required to pay an additional contingent cash consideration (“Earn-out”) to Hédera, limited to R$ 350 million. Such amount will depend on certain targets based on sugar and ethanol market prices, as defined in the Agreement. In case of a liquidity event by then, such as an IPO of the Company, the Earn-out structure is automatically canceled with no additional obligation for Raízen.

POST TRANSACTION SHAREHOLDER STRUCTURE

* The stock participation percentages represented in this structure chart are mathematically rounded.

** After the redemption of the (Temporary) Shares, participation in the total capital of Shell and Cosan will increase respectively to 48.25%.

PREFERRED SHARES AND REDEEMABLE SHARES

Both the Preferred Shares and 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 6th, 7th, 8th and 9th anniversaries of the Closing date, Raízen will have a Call Option to buy those shares at market price. In six months after the 9th 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 (10th) 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

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

~~This~~No ~~material fact~~Offer ~~statement does not constitute an offer of securities for sale in Brazil~~ or ~~any~~Solicitation 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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