SCHEDULE 13G/A: Major Shareholders Amend SEC Filing to Detail BBB Foods Inc. Ownership Structure Post-Internal Share Redistribution

A group of affiliated entities, including QS Management Ltd., QS 3B Aggregator Inc., Quilvest Capital Partners SA, and Bemberg Capital, have filed an amended Schedule 13G to update their beneficial ownership of BBB FOODS INC's Class A Common Shares following an internal redistribution of Class C Common Shares.

Summary

• The filing is an Amendment No. 1 to Schedule 13G for BBB FOODS INC, detailing beneficial ownership of Class A Common Shares.
• The reporting persons include QS Management Ltd., QS 3B, Inc., QS BBB Inc., QS T3B Inc., QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Direct SI 2, Quilvest Capital Partners SA, QS Finance Ltd., BC PRIVATE EQUITY, and Bemberg Capital.
• As of December 31, 2024, QS Management Ltd. and QS 3B Aggregator Inc. each beneficially owned 21,525,261 Class A Common Shares, representing 35.7% of the class.
• QS Direct SI 2 S.C.A., SICAR, in liquidation, and QS Direct SI 2 each beneficially owned 508,716 Class A Common Shares, representing 1.3% of the class.
• Quilvest Capital Partners SA and Bemberg Capital, as ultimate controlling entities, each beneficially owned an aggregate of 22,033,977 Class A Common Shares, representing 36.3% of the class.
• The beneficial ownership percentages are calculated based on 38,709,677 Class A Common Shares outstanding as of March 31, 2024, plus the Class C Common Shares held by the reporting person, treated as converted to Class A Common Shares.
• On December 20, 2024, QS 3B, Inc., QS BBB Inc., and QS T3B, Inc. distributed 11,358,798 Class C Common Shares to their limited partners.
• All remaining Class C Common Shares held by QS 3B, QS BBB, and QS T3B were transferred to QS 3B Aggregator Inc., an affiliate under common management and with the same ultimate beneficial owner.
• No new Class C Common Shares were acquired by QS 3B Aggregator or any other reporting person other than through these described internal transactions subsequent to the initial Schedule 13G filing.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and internal share redistribution, providing transparency without indicating positive or negative sentiment regarding the issuer's performance or outlook.

Positives

• The filing provides clear transparency regarding the beneficial ownership structure of BBB FOODS INC's Class A Common Shares.
• The significant ownership stake held by a group of affiliated entities (36.3% by Quilvest Capital Partners SA and Bemberg Capital) indicates a stable, long-term investment interest.

Negatives

• The document does not present any explicit negative information regarding BBB FOODS INC or the reporting entities' investment.

Risks

• The document does not explicitly mention any current issues or potential future challenges for BBB FOODS INC. The risks are inherent to the company's operations, not detailed in this ownership filing.

Future Outlook

NA

Management Comments

• Remi Masse, Director of QS Management Ltd., signed the filing, certifying the information is true, complete, and correct.
• Jean-Francois Le Ruyet, Director of QS Management Ltd., also signed the filing, certifying the information is true, complete, and correct.
• Rosalie Bacou, Permanent representative of QS Direct SI 2 (acting as liquidator for QS Direct SI 2 S.C.A., SICAR, in liquidation) and Manager of QS Direct SI 2, signed the filing.
• Alexis Meffre, CEO of Quilvest Capital Partners SA, signed the filing.
• Adrien de Boisanger, Director of BC PRIVATE EQUITY and Executive Chairman of Bemberg Capital, signed the filing.
• Olga Ovcharova, Director of BC PRIVATE EQUITY, signed the filing.
• The filing notes that the amendment is to report beneficial ownership as of December 31, 2024, following the internal redistribution and transfer of Class C Common Stock, and clarifies that no new shares were acquired by the reporting persons other than through these described transactions.

Industry Context

This filing is a routine disclosure of beneficial ownership and does not provide specific industry context or trends for BBB FOODS INC beyond its capital structure.

Related Party Transactions

• On December 20, 2024, QS 3B, Inc., QS BBB Inc., and QS T3B, Inc. distributed 11,358,798 Class C Common Shares to their limited partners.
• All remaining Class C Common Shares held by QS 3B, QS BBB, and QS T3B were transferred to QS 3B Aggregator Inc., an affiliate under common management and with the same ultimate beneficial owner.

Stakeholder Impact

• Shareholders: Provides updated transparency on the beneficial ownership structure of BBB FOODS INC, clarifying the significant stake held by the Quilvest Capital Partners and Bemberg Capital group. This confirms the stability of a major shareholder group.

Next Steps

• The Joint Filing Agreement, dated February 11, 2025, confirms the agreement among the undersigned to file this Schedule 13G.

Key Dates

Keywords

SEC filing, Schedule 13G, Beneficial Ownership, BBB FOODS INC, Class A Common Shares, Class C Common Shares, Quilvest Capital Partners, Bemberg Capital, Share Redistribution, Institutional Ownership