BBB Foods Inc-A美股招股说明书(2026-05-29版)

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 selling shareholders identified in thisprospectus supplement are offering an additional 12,604,174 of our Class A common shares. The Class A common shares offered by the sellingshareholders are issuable upon conversion of 12,604,174 Class C common shares held by them. We will not receive any proceeds from the sale of Class Acommon shares by the selling shareholders. Our Class A common shares are listed and trade on the New York Stock Exchange under the symbol “TBBB.” On May 28, 2026, the lastreported sale price of our Class A common shares on the New York Stock Exchange was US$32.73. The public offering price will be US$32.50 per ClassA common share, which was determined through negotiations among us, the selling shareholders and the lead underwriters in this offering. We have three classes of common shares: Class A common shares, Class B common shares and Class C common shares. The rights of theholders of each class of our common shares are identical, except with respect to voting, conversion, preemptive rights and transfer restrictions applicable toour Class B common shares and conversion and transfer restrictions applicable to our Class C common shares. Each Class A common share is entitled toone vote. Each Class B common share is entitled to 15 votes and is convertible into one Class A common share automatically upon transfer, subject tocertain exceptions. Each Class C common share is entitled to one vote and is convertible into one Class A common share in certain circumstances,including automatically upon certain transfers and the expiry of the transfer restrictions that apply to our Class C common shares. The transfer restrictionsapplicable to our Class C common shares expire on August 6, 2026 and after such date existing holders of Class C common shares may elect to dispose oftheir holdings as converted Class A common 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 a single class on all mattersunless otherwise required by law and subject to certain exceptions set forth in our memorandum and articles of association. Holders of Class B commonshares are entitled to preemptive rights to purchase additional Class B common shares in the event that additional Class A common shares are issued, uponthe same economic terms and at the same 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 for sale 150,000 Class A commonshares as a selling shareholder. In addition, in connection with this offering, Bolton Partners Ltd., as holder of our Class B common shares, will exercise inpart its preemptive rights under our memorandum and articles 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 our outstandingcommon shares prior to this offering and the related preemptive rights subscription. Following this offering and the related preemptive rights subscription,Bolton Partners Ltd. will beneficially own approximately 45.0% of the combined voting power of and an 11.1% economic interest in our outstandingcommon shares, assuming no exercise of the underwriters’ option to purchase additional Class A common shares from us, and therefore has significantinfluence over matters 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 the risks and uncertaintiesdescribed under “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report (as defined herein), filed with the U.S. Securities andExchange Commission (the “SEC”) on April 2, 2026, incorporated by reference herein, and under “Risk Factors” beginning on page S-32 of thisprospectus supplement, before you invest 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) (1)See “Underwriting” for a description of all compensation payable to the underwriters.(2)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 A common shares from us within 30days from the date of this prospectus supplement at the public offering price, less underwriting discounts and commissions. J.P. Morgan Morgan Stanley Scotiabank The date of this prospectus