Form SC 13G - Statement of Beneficial Ownership by Certain Investors

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

BBB Foods Inc.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G0896C103

(CUSIP Number)

September 30, 2024

(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)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

---

---

1	NAME OF REPORTING PERSON
	QS 3B, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			12,954,645(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			12,954,645(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,954,645
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	25.1%(2)
12	TYPE OF REPORTING PERSON
	CO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 12,954,645 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.

---

1	NAME OF REPORTING PERSON
	QS BBB Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			13,107,000(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			13,107,000(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,107,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	25.3%(2)
12	TYPE OF REPORTING PERSON
	CO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 13,107,000 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.

---

1	NAME OF REPORTING PERSON
	QS T3B Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			6,822,414 (1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			6,822,414 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,822,414
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	15.0%(2)
12	TYPE OF REPORTING PERSON
	CO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 6,822,414 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.

---

1	NAME OF REPORTING PERSON
	QS Direct SI 2 S.C.A., SICAR, in liquidation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			508,716(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			508,716(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	508,716
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%(2)
12	TYPE OF REPORTING PERSON
	PN

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 508,716 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.

---

1	NAME OF REPORTING PERSON
	QS Management Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			32,884,059(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			32,884,059(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,884,059
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	45.9%(2)
12	TYPE OF REPORTING PERSON
	OO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 32,884,059 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.

---

1	NAME OF REPORTING PERSON
	QS Direct SI 2
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			508,716(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			508,716(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	508,716
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%(2)
12	TYPE OF REPORTING PERSON
	OO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 508,716 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.

---

1	NAME OF REPORTING PERSON
	Quilvest Capital Partners SA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			33,392,775(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			33,392,775(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,392,775
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	46.3%(2)
12	TYPE OF REPORTING PERSON
	OO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 33,392,775 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.

---

1	NAME OF REPORTING PERSON
	QS Finance Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			32,884,059(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			32,884,059(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,884,059
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	45.9%(2)
12	TYPE OF REPORTING PERSON
	OO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 32,884,059 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.

---

1	NAME OF REPORTING PERSON
	BC Europe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			32,884,059(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			32,884,059(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,884,059
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	45.9%(2)
12	TYPE OF REPORTING PERSON
	OO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 32,884,059 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.

---

1	NAME OF REPORTING PERSON
	Bemberg Capital
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-
		6	SHARED VOTING POWER
			33,392,775(1)
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			33,392,775(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,392,775
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	46.3%(2)
12	TYPE OF REPORTING PERSON
	OO

________________________

(1)	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.
(2)	Based on (x) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, plus (y) 33,392,775 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.

---

Item 1.
	(a)	Name of Issuer:
		BBB Foods Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Issuer”).
	(b)	Address of Issuer’s Principal Executive Offices:
		BBB Foods Inc. Rio Danubio 51, Piso 2 Mexico City 06500, Mexico
Item 2.
	(a)	Name of Person Filing:
	(b)	Address of Principal Business Office:
	(c)	Citizenship:
		QS 3B, Inc. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands
		QS BBB Inc. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands
		QS T3B, Inc. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands
		QS Direct SI 2 SCA SICAR, in liquidation 22, rue des Bruyères L - 1274 Howald Citizenship: Luxembourg   QS Management Ltd. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands
		QS Direct SI 2 22, rue des Bruyères L - 1274 Howald Citizenship: Luxembourg   Quilvest Capital Partners SA 9 allée Scheffer, L-2520 Luxembourg Citizenship: Luxembourg
		QS Finance Ltd. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands
		BC Europe 9 allée Scheffer, L-2520 Luxembourg Citizenship: Luxembourg
		Bemberg Capital 9 allée Scheffer, L-2520 Luxembourg Citizenship: Luxembourg
	(d)	Title of Class of Securities:
		Class A common shares, par value $0.01 per share (“Class A Common Shares”)
	(e)	CUSIP Number:
		G0896C103

---

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

		(a)	□	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
		(b)	□	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)	□	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)	□	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
		(e)	□	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)	□	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)	□	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
		(h)	□	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)	□	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)	□	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

---

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount Beneficially Owned:

As of the close of business on September 30, 2024, the reporting persons beneficially owned an aggregate of 33,392,775 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 September 30, 2024:

(i)	QS 3B, Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“QS 3B”), beneficially owned 12,954,645 of the Issuer’s Class C Common Shares;

(ii)	QS BBB Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“QS BBB”), beneficially owned 13,107,000 of the Issuer’s Class C Common Shares;

(iii)

QS T3B, Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“QS T3B”), beneficially owned 6,822,414 of the Issuer’s Class C Common Shares, which together with the Issuer’s Class C Common Shares beneficially owned by QS 3B and QS BBB represented 32,884,059 of the Issuer’s Class C Common Shares; and

(iv)	QS Direct SI 2 S.C.A., SICAR, in liquidation, a Luxembourg investment company in risk capital in the form of a Société en Commandite par Actions (“QSD”), beneficially owned 508,716 of the Issuer’s Class C Common Shares.

QS Management Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (“QS Management”), is the investment adviser to QS 3B, QS BBB and QS T3B and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B, QS BBB and QS T3B.

QS Direct SI 2, a Luxembourg Société à responsabilité limitée (“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.

Quilvest Capital Partners SA, a Luxembourg Société 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, QS BBB, QS T3B and QSD.

QS Finance Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (“QS Finance”), is the owner of all outstanding Class C shares of each of QS 3B, QS BBB and QS T3B and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B, QS BBB and QS T3B.

BC Europe, a Luxembourg Société Anonyme (“BCE”), is the owner of all outstanding shares of QS Finance and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B, QS BBB and QS T3B.

Bemberg Capital, a Luxembourg Société Anonyme (“Bemberg Capital”), is the owner of all outstanding shares of each of QCP SA and BC Europe and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B, QS BBB, QS T3B, and QSD.

The foregoing should not be construed in and of itself as an admission by QS Management, QSD SI, QCP SA, QS Finance, BCE Europe or Bemberg Capital as to beneficial ownership of the securities owned by QS 3B, QS BBB, QS T3B or QSD, as the case may be.

(b) Percent of Class:

As of the close of business on September 30, 2024, QS 3B may be deemed to have beneficially owned 12,954,645 of the Issuer’s Class A Common Shares or 25.1% of the Issuer’s Class A Common Shares outstanding (see Item 4(a) above).

As of the close of business on September 30, 2024, QS BBB may be deemed to have beneficially owned 13,107,000 of the Issuer’s Class A Common Shares or 25.3% of the Issuer’s Class A Common Shares outstanding (see Item 4(a) above).

As of the close of business on September 30, 2024, QS T3B may be deemed to have beneficially owned 6,822,414 of the Issuer’s Class A Common Shares or 15.0% of the Issuer’s Class A Common Shares outstanding (see Item 4(a) above).

As of the close of business on September 30, 2024, QS Management, QS Finance and BC Europe each may be deemed to have beneficially owned 32,884,059 of the Issuer’s Class A Common Shares or 45.9% of the Issuer’s Class A Common Shares outstanding (see Item 4(a) above).

As of the close of business on September 30, 2024, QCP SA and Bemberg Capital each may be deemed to have beneficially owned 33,392,775 of the Issuer’s Class A Common Shares or 46.3% of the Issuer’s Class A Common Shares outstanding (see Item 4(a) above).

As of the close of business on September 30, 2024, QSD SI may be deemed to have beneficially owned 508,716 of the Issuer’s Class A Common Shares or 1.3% 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) 38,709,677 of the Issuer’s Class A Common Shares outstanding as of March 31, 2024, as reported in the Issuer’s Form 20-F filed on April 30, 2024, 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 such 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 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following □.

Item 6. Ownership of More than Five 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.

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of November 7, 2024, by and among QS 3B, Inc., QS BBB Inc., QS T3B, Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Management Ltd., QS Direct SI 2, Quilvest Capital Partners SA, QS Finance Ltd., BC Europe and Bemberg Capital.

---

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: November 7, 2024

QS 3B, Inc.

By: /s/ Rémi Massé

Name: Rémi Massé Title:   Director By :  /s/ Jean-Francois Le Ruyet                                                               Name :  Jean-Francois Le Ruyet Title :    Director

QS BBB Inc.

By: /s/ Rémi Massé

Name: Rémi Massé Title:   Director By :  /s/ Jean-Francois Le Ruyet                                                             Name :  Jean-Francois Le Ruyet Title :    Director

QS T3B, Inc.

By: /s/ Rémi Massé

Name: Rémi Massé Title:   Director By: /s/ Jean-Francois Le Ruyet                                                             Name:  Jean-Francois Le Ruyet Title :   Director

QS Direct SI 2 S.C.A. SICAR, in liquidation

By:   /s/ Rosalie Bacou

Name: Rosalie Bacou Title:   Permanent representative of QS Direct SI 2, itself acting as liquidator

QS Management Ltd.

By: /s/ Rémi Massé

Name: Rémi Massé Title:   Director By :  /s/ Jean-Francois Le Ruyet                                                         Name:  Jean-Francois Le Ruyet Title:    Director

QS Direct SI

By: /s/ Rosalie Bacou_____________________________________

Name: Rosalie Bacou Title:   Manager

Quilvest Capital Partners SA

By: /s/ Alexis Meffre

Name: Alexis Meffre Title:   CEO

QS Finance Ltd.

By: /s/ Rémi Massé

Name: Rémi Massé Title:   Director By: /s/ Jean-Francois Le Ruyet                                                      Name:  Jean-Francois Le Ruyet Title :   Director

BC Europe

By:  /s/ Adrien de Boisanger                                                         Name: Adrien de Boisanger Title:   Director By:  /s/Olga Ovcharova

Name: Olga Ovcharova Title:    Director

Bemberg Capital

By: /s/ Adrien de Boisanger

Name: Adrien de Boisanger Title:   Executive Chairman

EXHIBIT I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned (assuming conversion of the Class C Common Shares held by the undersigned into Class A Common Shares) of the Class A Common Shares, par value $0.01 per share, of BBB Foods Inc., a company limited by shares incorporated under the laws of the British Virgin Islands, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: November 7, 2024

QS 3B, Inc.

By: /s/ Rémi Massé

Name: Rémi Massé Title: Director   By :  /s/ Jean-Francois Le Ruyet                                                                            Name :  Jean-Francois Le Ruyet Title :  Director

QS BBB Inc.

By: /s/ Rémi Massé

Name: Rémi Massé Title: Director   By : /s/ Jean-Francois Le Ruyet                                                                             Name :  Jean-Francois Le Ruyet Title :  Director

QS T3B, Inc.

By: /s/ Rémi Massé

Name: Rémi Massé Title: Director   By: /s/ Jean-Francois Le Ruyet                                                                              Name :  Jean-Francois Le Ruyet Title :  Director

QS Direct SI 2 S.C.A. SICAR, in liquidation

By: Rosalie Bacou

Name: Rosalie Bacou Title : Permanent representative of QS Direct SI 2, itself acting as liquidator

QS Management Ltd.

By: /s/ Rémi Massé

Name: Rémi Massé Title: Director     By : /s/ Jean-Francois Le Ruyet                                                                            Name :  Jean-Francois Le Ruyet Title :  Director

QS Direct SI

By: /s/ Rosalie Bacou

Name: Rosalie Bacou Title: Manager

Quilvest Capital Partners SA

By: /s/ Alexis Meffre

Name: Alexis Meffre Title: CEO

QS Finance Ltd.

By: /s/ Rémi Massé

Name: Rémi Massé Title: Director   By: /s/ Jean-Francois Le Ruyet                                                                           Name :  Jean-Francois Le Ruyet Title :  Director

BC Europe   By: /s/ Adrien de Boisanger                                                                                 Name:  Adrien de Boisanger Title:  Director

By: /s/ Olga Ovcharova

Name: Olga Ovcharova Title: Director

Bemberg Capital

By: /s/ Adrien de Boisanger

Name: Adrien de Boisanger Title: Executive Chairman

---