BBB Foods (NYSE: TBBB) updates Class C share lock-up expiry

Rhea-AI Filing Summary

BBB Foods Inc. filed an amended annual report on Form 20-F/A to fix a typo in its previously filed 2025 annual report. The amendment clarifies that the liquidity lock-up period for the company’s Class C common shares expires on August 6, 2026, instead of July 8, 2026 as previously stated. The company also refiled CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act. All other disclosures from the original filing remain unchanged.

Key Figures

Class A shares outstanding: 62,141,441 shares Class B shares outstanding: 5,200,000 shares Class C shares outstanding: 49,393,697 shares +3 more

6 metrics

Class A shares outstanding 62,141,441 shares Class A common shares outstanding for the 2025 reporting period

Class B shares outstanding 5,200,000 shares Class B common shares outstanding for the 2025 reporting period

Class C shares outstanding 49,393,697 shares Class C common shares outstanding for the 2025 reporting period

Corrected Class C lock-up expiry August 6, 2026 Newly clarified expiration date of liquidity lock-up period

Original filing year-end December 31, 2025 Fiscal year end covered by the original Form 20-F

Amendment filing date May 21, 2026 Date the Form 20-F/A was filed with the SEC

Key Terms

liquidity lock-up period, Form 20-F/A, Section 302 of the Sarbanes-Oxley Act of 2002, Section 906 of the Sarbanes-Oxley Act of 2002, +1 more

5 terms

liquidity lock-up period financial

"The Original Filing inadvertently included July 8, 2026, as the expiration date of the liquidity lock-up period applicable to the Class C common shares"

Form 20-F/A regulatory

"This Amendment No. 1 on Form 20-F/A amends the Annual Report on Form 20-F for the year ended December 31, 2025"

Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"includes, as Exhibits 12.1 and 12.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"as Exhibits 13.1 and 13.2, the certifications of the Chief Executive Officer and the Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002"

Inline XBRL technical

"Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/21/2026 - 09:45 PM Learn about SEC filing dates

FAQ

What change does BBB Foods (TBBB) make in this Form 20-F/A amendment?

BBB Foods updates a date in its 2025 annual report. The amendment corrects the stated expiration of the liquidity lock-up period for Class C common shares and refiles executive certifications, without changing financial or other substantive disclosures.

What is the corrected liquidity lock-up expiration date for BBB Foods Class C shares?

The corrected expiration date for the liquidity lock-up period on BBB Foods’ Class C common shares is August 6, 2026. The original annual report mistakenly listed July 8, 2026, and this amendment replaces each incorrect reference with the accurate date.

Does the BBB Foods (TBBB) Form 20-F/A amendment change any 2025 financial results?

The amendment does not change any 2025 financial results. It is described as being filed solely to correct a typographical error regarding the Class C lock-up expiration date and to include updated Sarbanes-Oxley executive certifications.

How many BBB Foods Class A, B, and C shares were outstanding for 2025?

For the period covered by the 2025 annual report, BBB Foods reports 62,141,441 Class A common shares, 5,200,000 Class B common shares, and 49,393,697 Class C common shares outstanding, providing a breakdown of its capital structure at year-end.

What additional certifications are included in BBB Foods’ Form 20-F/A?

The amendment adds CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act. These exhibits cover management’s responsibilities for disclosure controls and the accuracy of financial reporting as part of the updated annual report package.

0001978954falseFY0001978954tbbb:ClassCCommonSharesMember2025-12-3100019789542025-01-012025-12-310001978954tbbb:ClassACommonSharesMember2025-12-310001978954dei:BusinessContactMember2025-01-012025-12-310001978954tbbb:ClassBCommonSharesMember2025-12-31xbrli:shares

As filed with the U.S. Securities and Exchange Commission on May 21, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025  

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41954

BBB Foods Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Av. Presidente Masaryk 8, Polanco V Sección, Miguel Hidalgo,

Mexico City, Mexico 11560

(Address of principal executive offices)

Eduardo Pizzuto Espinosa, Tel. + 52 (55) 1102 1202. E-mail: ir@tiendas3b.com

Av. Presidente Masaryk 8, Polanco V Sección, Miguel Hidalgo, Mexico City, Mexico 11560

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Shares	TBBB	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

	Class A Common Shares	62,141,441
	Class B Common Shares	5,200,000
	Class C Common Shares	49,393,697

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 Yes  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  Accelerated filer  Non-accelerated filer  Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.



†The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.



Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b).



Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  International Financial Reporting Standards as issued
by the International Accounting Standards Board  Other 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 Item 17  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes  No

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this “Amendment No. 1”) amends the Annual Report on Form 20-F for the year ended December 31, 2025 of BBB Foods Inc. (the “Company”), as originally filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2026 (the “Original Filing”).

This Amendment is being filed solely to correct a typographical error in the Original Filing. The Original Filing inadvertently included July 8, 2026, as the expiration date of the liquidity lock-up period applicable to the Class C common shares on pages 59, F-22, F-40 and F-41.

The correct date for the expiration of the liquidity lock-up period applicable to the Class C common shares is August 6, 2026, and each such incorrect reference to “July 8, 2026” is hereby deemed amended and replaced with the words “August 6, 2026”.

Pursuant to Rule 12b-15 under the U.S. Securities Exchange Act of 1934, as amended, this Amendment No. 1 also includes, as Exhibits 12.1 and 12.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and, as Exhibits 13.1 and 13.2, the certifications of the Chief Executive Officer and the Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, this Amendment No. 1 does not modify, amend or update the Original Filing (including, without limitation, the financial or other information contained therein). This Amendment No. 1 does not reflect any events that have occurred on or after the date of the Original Filing.

ITEM 19. EXHIBITS

The exhibits filed with this amendment to the annual report are listed in the exhibit index below.

EXHIBIT INDEX

Item		Description
12.1		Certification of Chief Executive Officer, pursuant to Rule 13-a14(a) (17 CFR 240.13a-12(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))
12.2		Certification of Chief Financial Officer pursuant to Rule 13-a14(a) (17 CFR 240.13a-12(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))
13.1*		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Chapter 63, Section 1350
13.2*		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Chapter 63, Section 1350
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

BBB Foods Inc.

(Registrant)

/s/ K. Anthony Hatoum

(Signature)

/s/ Eduardo Pizzuto Espinosa

(Signature)

Date: May 21, 2026