Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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BBB Foods Inc. (Name of Issuer) |
Class A Common Shares (Title of Class of Securities) |
G0896C103 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
QS Management Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,232,447.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Items 6 and 8: Based on the number of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares only for purposes of computing the percentage ownership of the reporting person. Item 11: Based on (x) 62,048,108 of the Issuer's 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 (y) 11,232,447 of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares for the purpose of this calculation.
SCHEDULE 13G
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| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
QS 3B Aggregator Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,232,447.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Items 6 and 8: Based on the number of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares only for purposes of computing the percentage ownership of the reporting person. Item 11: Based on (x) 62,048,108 of the Issuer's 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 (y) 11,232,447 of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares for the purpose of this calculation.
SCHEDULE 13G
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| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
QS Direct SI 2 S.C.A., SICAR, in liquidation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
265,463.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Items 6 and 8: Based on the number of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares only for purposes of computing the percentage ownership of the reporting person. Item 11: Based on (x) 62,048,108 of the Issuer's 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 (y) 265,463 of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares for the purpose of this calculation.
SCHEDULE 13G
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| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
QS Direct SI 2 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
265,463.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Items 6 and 8: Based on the number of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares only for purposes of computing the percentage ownership of the reporting person. Item 11: Based on (x) 62,048,108 of the Issuer's 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 (y) 265,463 of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares for the purpose of this calculation.
SCHEDULE 13G
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| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
Quilvest Capital Partners SA | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,497,910.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Items 6 and 8: Based on the number of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares only for purposes of computing the percentage ownership of the reporting person. Item 11: Based on (x) 62,048,108 of the Issuer's 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 (y) 11,497,910 of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares for the purpose of this calculation.
SCHEDULE 13G
|
| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
Bemberg Capital | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,497,910.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Items 6 and 8: Based on the number of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares only for purposes of computing the percentage ownership of the reporting person. Item 11: Based on (x) 62,048,108 of the Issuer's 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 (y) 11,497, 910 of the Issuer's Class C Common Shares beneficially owned by the reporting person, which are treated as converted into Class A Common Shares for the purpose of this calculation.
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
BBB Foods Inc. |
| (b) | Address of issuer's principal executive offices:
Av. Pdte. Masaryk 8, Polanco V SECC, Miguel Hidalgo, Mexico City, Mexico, 11560 |
| Item 2. | |
| (a) | Name of person filing:
QS Management Ltd. Craigmuir Chambers, Road Town, Tortola British Virgin Islands Citizenship: British Virgin Islands QS 3B Aggregator Inc. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands QS Direct SI 2 S.C.A., SICAR, in liquidation 22, rue des Bruyeres L - 1274 Howald Citizenship: Luxembourg QS Direct SI 2 22, rue des Bruyeres L - 1274 Howald Citizenship: Luxembourg Quilvest Capital Partners SA 9 allee Scheffer, L-2520 Luxembourg Citizenship: Luxembourg Bemberg Capital 9 allee Scheffer, L-2520 Luxembourg Citizenship: Luxembourg |
| (b) | Address or principal business office or, if none, residence:
See Item 2(a) above. |
| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
Class A Common Shares |
| (e) | CUSIP No.:
G0896C103 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on March 31, 2025, the reporting persons beneficially owned an aggregate of 11,497,910 of the Issuer's Class C Common Shares, par value $0.01 per share ("Class C Common Shares"). Each of the Issuer's Class C Common Shares is automatically convertible, under certain circumstances, into one of the Issuer's Class A Common Shares. Specifically, as of the close of business on March 31, 2025: (i) QS 3B Aggregator Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B Aggregator"), beneficially owned 11,232,447 of the Issuer's Class C Common Shares; (ii) QS Direct SI 2 S.C.A., SICAR, in liquidation, a Luxembourg investment company in risk capital in the form of a Societe en Commandite par Actions ("QSD"), beneficially owned 265,463 of the Issuer's Class C Common Shares; (iii) QS Management Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS Management"), is (1) the investment adviser to QS 3B Aggregator, (2) the sole director of QS 3B Aggregator and (3) the owner of all outstanding Class M shares of QS 3B Aggregator, and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B Aggregator; (iv) QS Direct SI 2, a Luxembourg Societe a responsabilite limitee ("QSD SI"), is the general partner and the liquidator of QSD and may be deemed to have shared voting control and investment discretion over securities owned by QSD; (v) Quilvest Capital Partners SA, a Luxembourg Societe Anonyme ("QCP SA"), is the owner of all outstanding shares of QS Management and QS Direct SI 2 and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B Aggregator and QSD; and (vi) Bemberg Capital, a Luxembourg Societe Anonyme ("Bemberg Capital"), is the owner of all outstanding shares of QCP SA and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B Aggregator and QSD. The foregoing should not be construed in and of itself as an admission by QS Management, QSD SI, QCP SA or Bemberg Capital as to beneficial ownership of the securities owned by QS 3B Aggregator or QSD, as the case may be. |
| (b) | Percent of class:
As of the close of business on March 31, 2025, QS Management may be deemed to have beneficially owned 11,232,447 of the Issuer's Class A Common Shares or 15.3% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). As of the close of business on March 31, 2025, QS 3B Aggregator may be deemed to have beneficially owned 11,232,447 of the Issuer's Class A Common Shares or 15.3% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). As of the close of business on March 31, 2025, QSD may be deemed to have beneficially owned 265,463 of the Issuer's Class A Common Shares or 0.4.% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). As of the close of business on March 31, 2025, QSD SI may be deemed to have beneficially owned 265,463 of the Issuer's Class A Common Shares or 0.4% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). As of the close of business on March 31, 2025, QCP SA and Bemberg Capital each may be deemed to have beneficially owned 11,497,910 of the Issuer's Class A Common Shares or 15.6% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). The above percentages are based on (a) the number of the Issuer's Class C Common Shares beneficially owned by each reporting person, which are treated as converted into Class A Common Shares only for purposes of this calculation; divided by (b)(x) 62,048,108 of the Issuer's 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 (y) the number of the Issuer's Class C Common Shares beneficially owned by such reporting person, which are treated as converted into Class A Common Shares only for purposes of this calculation. %
|
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
0 | |
| (ii) Shared power to vote or to direct the vote:
All shares beneficially owned by such person as described in Item 4(b) above | |
| (iii) Sole power to dispose or to direct the disposition of:
0 | |
| (iv) Shared power to dispose or to direct the disposition of:
All shares beneficially owned by such person as described in Item 4(b) above | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit I | |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit I: Joint Filing Agreement, dated as of May 12, 2025, by and among QS Management Ltd., QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Direct SI 2, Quilvest Capital Partners and Bemberg Capital. |