TBBB BBB Foods Inc

As filed with the U.S. Securities and Exchange Commission on February 5, 2025.

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

BBB Foods Inc.

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands (State or Other Jurisdiction of Incorporation or Organization)	5411 (Primary Standard Industrial Classification Code Number)	N/A (I.R.S. Employer Identification No.)

Av. Presidente Masaryk 8

Polanco V Sección, Miguel Hidalgo

Mexico City, Mexico 11560

+52 (55) 1102-1200

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

Cogency Global Inc.

122 East 42nd Street, 18th floor

New York, NY 10168

+1 (212) 947-7200

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

Copies to:

S. Todd Crider Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 + 1 (212) 455-2000	Jorge U. Juantorena Manuel Silva Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 +1 (212) 225-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-284668

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form F-1, both promulgated under the U.S. Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form F-1 (File No. 333-284668) of BBB Foods Inc. (the “Registrant”), including the exhibits thereto, which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on February 5, 2025, are incorporated by reference into this Registration Statement (the “Prior Registration Statement”).

The Registrant is filing this Registration Statement for the sole purpose of increasing the number of Class A common shares to 24,150,000 shares offered by the selling shareholders, which represents an increase of 4,025,000 with respect to the number of Class A common shares reflected in the Prior Registration Statement, and which includes 3,150,000 Class A common shares that are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s Class A common shares. The additional shares that are being registered for sale are in an amount and at a price that together represents no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
5.01		Opinion of Conyers Dill & Pearman, British Virgin Islands counsel to the registrant as to the validity of the Class A common shares
23.01		Consent of PricewaterhouseCoopers, S.C.
23.02		Consent of Conyers Dill & Pearman (included in Exhibit 5.01)
24.01*		Powers of attorney (included on signature page to the registration statement)
107		Filing Fee Table

 

* Previously filed.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-284668 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for those set forth in the exhibit index set forth herein, which are filed herewith.

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SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico, on February 5, 2025.

 

BBB Foods Inc.
By:	/s/ K. Anthony Hatoum
	Name: K. Anthony Hatoum
	Title: Chief Executive Officer and Chairman
By:	/s/ Eduardo Pizzuto
	Name: Eduardo Pizzuto
	Title: Chief Financial Officer and Investor
	Relations Officer

 

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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 5, 2025.

 

Name		Title
By:	/s/ K. Anthony Hatoum		Chief Executive Officer and Chairman
	Name: K. Anthony Hatoum		(principal executive officer)
By:	/s/ Eduardo Pizzuto		Chief Financial Officer and Investor Relations
	Name: Eduardo Pizzuto		(principal financial officer and principal accounting officer)
By:	*		Director
	Name: Nicole Reich
By:	*		Director
	Name: Dan Gertsacov
By:	*		Director
	Name: Jean-François Le Ruyet
By:	*		Director
	Name: Alexander Fuster
By:	*		Director
	Name: Juan Pablo Cappello
By:	*		Director
	Name: Sami Khouri
By:	*		Director
	Name: Alexis Meffre
By:	*		Director
	Name: Stephanie Martinez
*By:	/s/ Eduardo Pizzuto
	Name: Eduardo Pizzuto
	Title: Attorney-in-Fact

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, New York, on February 5, 2025.

 

COGENCY GLOBAL INC.
By:		/s/ Colleen A. De Vries
Name:		Colleen A. De Vries
Title:		Senior Vice President

 

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Matter No.: 960368

+1 284 852 1119

Anton.Goldstein@conyers.com

BBB Foods Inc.

Commerce House

Wickhams Cay 1

P.O. Box 3140

Road Town, Tortola

VG1110

British Virgin Islands

 

Date: February 5, 2025

 

 

Dear Sir/ Madam,

 

Re: Registration Statement on Form F-1 of BBB Foods Inc. (the “Company”)

 

We have acted as special British Virgin Islands legal counsel to the Company in connection with its filing of a Registration Statement on Form F-1, as so amended at the time of effectiveness, including by the registration statement filed on Form F-1/MEF (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) with the U.S. Securities and Exchange Commission (the “Commission”) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of up to 21,000,000 class A common shares without par value of the Company (the “Class A Shares”) to be sold by certain shareholders of the Company (including, for the avoidance of doubt, those who have become shareholders following the exercise of stock options) (the “Selling Shareholders”) (the “Firm Secondary Sale”) and up to 3,150,000 Class A Shares related to the exercise of an over-allotment option granted to the underwriters by the Selling Shareholders (the “Greenshoe Secondary Sale” and, together with the Firm Secondary Sale, the “Secondary Sale”), which are being offered by the Selling Shareholders as detailed in the Registration Statement.

For the purposes of giving this opinion, we have examined the following documents:

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We have assumed:

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We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands. This opinion is issued solely for the purposes of filing the Registration Statement and the offering of the Class A Shares by the Selling Shareholders as described in the Registration Statement and is not to be relied upon by any person in respect of any other matter.

On the basis of and, subject to the foregoing, we are of the opinion that:

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Except as explicitly stated herein, we make no comment with respect to any representations or warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name therein. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of any facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 

 

Yours faithfully,

 

Conyers Dill & Pearman

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of our report dated April 30, 2024 relating to the financial statements, which appears in Amendment No. 1 to the Registration Statement on Form F-1 (No. 333-284668) of BBB Foods Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 1 to the Registration Statement on Form F-1 (No. 333-284668) incorporated by reference in this Registration Statement.

 

/s/ PricewaterhouseCoopers, S.C.
Mexico City, Mexico
February 5, 2025

 

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Exhibit 107

Calculation of Filing Fee Tables

Form F-1

(Form Type)

BBB Foods Inc.

(Exact Name of Registrant as Specified in Its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to be Paid

Equity

Class A common shares, no par value

Rule 457(c)

4,025,000(1)

$28.25(2)

$

113,706,250

$0.00015310

$

17,408.43

–

–

–

–

Fees Previously Paid

–

–

–

–

–

–

–

–

–

–

–

–

Total Offering Amounts

$28.25

$

113,706,250

$0.00015310

$

17,408.43

–

–

–

–

Total Fees Previously Paid

–

–

–

–

–

–

–

–

Total Fee Offsets

–

–

–

–

–

–

–

–

Net Fee Due

–

-

–

$

17,408.43

–

–

–

–

__________________

(1) The 4,025,000 Class A common shares being registered in this Registration Statement are in addition to the 20,125,000 Class A common shares registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-284668).

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the U.S. Securities Act of 1933, as amended, based on $28.25 per Class A common share, the public offering price to be set forth on the cover page of the Registrant’s final prospectus dated February 5, 2025 and filed pursuant to Rule 424(b)(1), relating to the Registrant’s Registration Statement on Form F-1 (File No. 333-284668). A registration fee was previously paid in connection with such Registration Statement.

 

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