SCHEDULE 13G/A: Investment Group Discloses Significant 15.6% Stake in BBB Foods Inc. Class A Shares

A group of investment entities, ultimately controlled by Bemberg Capital and Quilvest Capital Partners SA, has disclosed a combined beneficial ownership of 15.6% of BBB Foods Inc.'s Class A Common Shares, primarily through convertible Class C shares.

Summary

• This filing is an Amendment No. 2 to Schedule 13G for BBB Foods Inc., detailing beneficial ownership of its Class A Common Shares.
• The reporting persons include QS Management Ltd., QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Direct SI 2, Quilvest Capital Partners SA, and Bemberg Capital.
• As of March 31, 2025, the reporting persons collectively beneficially owned an aggregate of 11,497,910 of the Issuer's Class C Common Shares.
• These Class C Common Shares are automatically convertible into Class A Common Shares and are treated as such for the purpose of calculating beneficial ownership percentages.
• Quilvest Capital Partners SA and Bemberg Capital each beneficially own 11,497,910 Class A Common Shares equivalent, representing 15.6% of the Issuer's Class A Common Shares outstanding.
• QS Management Ltd. and QS 3B Aggregator Inc. each beneficially own 11,232,447 Class A Common Shares equivalent, representing 15.3% of the class.
• QS Direct SI 2 S.C.A., SICAR, in liquidation, and QS Direct SI 2 each beneficially own 265,463 Class A Common Shares equivalent, representing 0.4% of the class.
• The percentages are calculated based on 62,048,108 Class A Common Shares outstanding as of April 25, 2025 (as reported in the Issuer's Form 20-F filed on April 29, 2025), plus the respective Class C Common Shares beneficially owned by each reporting person treated as converted.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would indicate a positive or negative sentiment regarding the company's performance or outlook.

Positives

• NA

Negatives

• NA

Risks

• NA

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The filing details a hierarchical ownership and control structure among the reporting entities: Bemberg Capital owns all outstanding shares of Quilvest Capital Partners SA, which in turn owns all outstanding shares of QS Management Ltd. and QS Direct SI 2. QS Management Ltd. acts as the investment adviser, sole director, and owner of Class M shares for QS 3B Aggregator Inc. QS Direct SI 2 is the general partner and liquidator of QS Direct SI 2 S.C.A., SICAR, in liquidation. This structure indicates a group of related parties exercising shared voting and dispositive power over the reported shares.

Stakeholder Impact

• Shareholders: Provides transparency regarding significant beneficial ownership by a group of investment entities, which can influence market perception and potential future corporate actions.

Key Dates

Keywords

BBB Foods Inc., Schedule 13G, beneficial ownership, Class A Common Shares, Class C Common Shares, QS Management Ltd., QS 3B Aggregator Inc., Quilvest Capital Partners SA, Bemberg Capital, SEC filing, ownership disclosure