BBB Foods Inc-A美股招股说明书(2026-05-27版)

PRELIMINARY PROSPECTUSSUPPLEMENT(To Prospectus dated May 27, 2026) 13,304,174Class A common shares BBB Foods Inc. (incorporated in the British Virgin Islands) We are offering 700,000 of our Class A common shares, no par value, being sold in this offering. The sellingshareholders identified in this prospectus supplement are offering an additional 12,604,174 of our Class A common shares.The Class A common shares offered by the selling shareholders are issuable upon conversion of 12,604,174 Class Ccommon shares held by them. We will not receive any proceeds from the sale of Class A common shares by the sellingshareholders. Our Class A common shares are listed and trade on the New York Stock Exchange under the symbol “TBBB.”On May 26, 2026, the last reported sale price of our Class A common shares on the New York Stock Exchange wasUS$34.39. The public offering price will be determined through negotiations among us, the selling shareholders and theunderwriters in this offering and therefore the recent market price used throughout this prospectus supplement may not beindicative of the public offering price. We have three classes of common shares: Class A common shares, Class B common shares and Class Ccommon shares. The rights of the holders of each class of our common shares are identical, except with respect to voting,conversion, preemptive rights and transfer restrictions applicable to our Class B common shares and conversion and transferrestrictions applicable to our Class C common shares. Each Class A common share is entitled to one vote. Each Class Bcommon share is entitled to 15 votes and is convertible into one Class A common share automatically upon transfer, subjectto certain exceptions. Each Class C common share is entitled to one vote and is convertible into one Class A common sharein certain circumstances, including automatically upon certain transfers and the expiry of the transfer restrictions that applyto our Class C common shares. The transfer restrictions applicable to our Class C common shares expire on August 6, 2026and after such date existing holders of Class C common shares may elect to dispose of their holdings as converted Class Acommon shares. Class B common shares and Class C common shares are not listed on any stock exchange and are notpublicly traded. Holders of Class A common shares, Class B common shares and Class C common shares vote together as asingle class on all matters unless otherwise required by law and subject to certain exceptions set forth in our memorandumand articles of association. Holders of Class B common shares are entitled to preemptive rights to purchase additional ClassB common shares in the event that additional Class A common shares are issued, upon the same economic terms and at thesame price, in order to maintain such holder’s proportional ownership and voting interest. Bolton Partners Ltd., a vehicle affiliated with our founder, Chairman and Chief Executive Officer, is offering forsale 150,000 Class A common shares as a selling shareholder. In addition, in connection with this offering, Bolton PartnersLtd., as holder of our Class B common shares, will exercise in part its preemptive rights under our memorandum andarticles of association to subscribe 10,000 Class B common shares at the public offering price. Bolton Partners Ltd.beneficially owned approximately 45.2% of the combined voting power of and an 11.3% economic interest in ouroutstanding common shares prior to this offering and the related preemptive rights subscription. Following this offering andthe related preemptive rights subscription, Bolton Partners Ltd. will beneficially own approximately 45.0% of the combinedvoting power of and an 11.1% economic interest in our outstanding common shares, assuming no exercise of theunderwriters’ option to purchase additional Class A common shares from us, and therefore has significant influence overmatters requiring shareholder approval. For further information, see “Principal Shareholders.” Investing in our Class A common shares involves a high degree of risk. You should carefully consider therisks and uncertainties described under “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report (asdefined herein), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2026, incorporatedby reference herein, and under “Risk Factors” beginning on page S-32 of this prospectus supplement, before youinvest in our Class A common shares. Public offering priceUnderwriting discounts and commissionsProceeds to us (before expenses)Proceeds to the selling shareholders (before expenses)(1)(1)(1)(2) See “Underwriting” for a description of all compensation payable to the underwriters.Assumes no exercise of the underwriters’ option to purchase additional Class A common shares. We have granted the underwriters the right to purchase up to an aggregate of 1,995,626 additional Class Acommon shares from us within 30 days from the date of this