Betterware de México SAPI de CV美股招股说明书(2026-08-25版)

Betterware de México, S.A.P.I. de C.V. This prospectus relates to the offer and sale or other disposition, from time to time, by the selling security holder named herein (the “SellingHolder”) of an aggregate of up to 2,241,133 of our ordinary shares, no par value, issued to the Selling Holder in connection with theTupperware Acquisition (as defined herein). We are registering the offer and sale of the securities described above to satisfy certain registrationrights we have granted to the Selling Holder in connection with the Tupperware Acquisition. The Selling Holder may offer the securities fromtime to time as described in the section entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing marketprices or at privately negotiated prices. We will not receive any proceeds from the sale of the ordinary shares by the Selling Holder pursuant to this prospectus. We will pay theexpenses in connection with the preparation of this prospectus and associated with the sale of securities pursuant to this prospectus. Ourregistration of the securities covered by this prospectus does not mean that either the Selling Holder will issue, offer or sell, as applicable, anyof the securities. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. The ordinary shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “BWMX.” On August 21, 2026, the closingprice of the ordinary shares was $16.05 per share. Investing in our securities involves risks. See“Risk Factors”beginning on page7 and in any applicable prospectus supplement. None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securitiesor determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The date of this prospectus is August 25, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiTRADEMARKSiiMARKET AND INDUSTRY DATAiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY4THE OFFERING6RISK FACTORS7USE OF PROCEEDS10DIVIDEND POLICY11CAPITALIZATION11UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION12DESCRIPTION OF SECURITIES19SELLING HOLDER22PLAN OF DISTRIBUTION23EXPENSES25ENFORCEABILITY OF CIVIL LIABILITY25LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF CERTAIN INFORMATION BY REFERENCE26INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormF-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”)using a “shelf’ registration process. Under this shelf registration process, the Selling Holder may, from time to time, issue, offer and sell, asapplicable, any combination of the securities described in this prospectus in one or more offerings. The Selling Holder may use the shelfregistration statement to sell or otherwise dispose of up to an aggregate of 2,241,133 of our ordinary shares from time to time through anymeans described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Holder offer and sell maybe provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the ordinary shares being offeredand the terms of the offering the Selling Holder may, from time to time, issue, offer and sell or otherwise dispose of, as applicable, anycombination of the securities described in this prospectus in one or more offerings. Any document incorporated by reference in this prospectus and any prospectus supplement may also add, update or change informationincluded in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of thisprospectus to the extent that a statement contained in such prospectus supplement or incorporated by reference modifies or supersedes suchstatement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement sosuperseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained or incorporated byreference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See“Where You Can Find MoreInformation.” Neither we nor the Selling Holder have authorized anyone to provide any information or to make any representations other than those containedin this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Holder takeno responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is anoffer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer,salesperso