BBB Foods (TBBB) CEO Kamal Hatoum reports 17.6% beneficial ownership stake

Rhea-AI Filing Summary

BBB Foods Inc. insiders Bolton Partners Ltd. and CEO Kamal Anthony Hatoum have disclosed significant beneficial ownership of the company’s Class A common shares. Hatoum is deemed to beneficially own 22,953,917 Class A Shares, representing 17.6% of the class, while Bolton Partners reports beneficial ownership of 22,680,583 Class A Shares, or 17.4%.

The filing explains that all Class C Shares will automatically convert into Class A Shares on a one-for-one basis on August 6, 2026, and Class B Shares will become convertible into Class A Shares on the same ratio, which causes the reporting persons to exceed the five percent threshold. Bolton Partners currently holds Class B Shares, Class C Shares, and options exercisable within sixty days, while Hatoum directly holds Class A Shares and controls Bolton Partners.

The document also describes a Liquidity Lock-Up Period lasting until August 6, 2026, during which holders of Class B and Class C Shares face transfer restrictions, as well as registration rights and pre-emptive rights granted to Class B holders. Recent transactions include Bolton Partners’ June 1, 2026 sale of 150,000 Class C Shares (converted into Class A upon sale) and purchase of 10,000 Class B Shares at $32.50 per share through pre-emptive rights.

Key Figures

Hatoum beneficial ownership: 22,953,917 Class A Shares (17.6%) Bolton Partners beneficial ownership: 22,680,583 Class A Shares (17.4%) Class A Shares outstanding: 77,938,244 Class A Shares +5 more

8 metrics

Hatoum beneficial ownership 22,953,917 Class A Shares (17.6%) Percent of Class A Shares beneficially owned as reported in Schedule 13D

Bolton Partners beneficial ownership 22,680,583 Class A Shares (17.4%) Percent of Class A Shares beneficially owned as reported in Schedule 13D

Class A Shares outstanding 77,938,244 Class A Shares Outstanding following offering described in May 29, 2026 prospectus

Class B Shares outstanding 5,210,000 Class B Shares Outstanding following offering and exercise of pre-emptive rights

Class C Shares outstanding 37,414,531 Class C Shares Outstanding following the offering referenced in Item 5

Underwritten offering price $32.50 per share Price for June 1, 2026 Class C sale and Class B purchase by Bolton Partners

Lock-up end and conversion date August 6, 2026 End of Liquidity Lock-Up Period and conversion timing for Class B and Class C Shares

Options held by Bolton Partners 5,025,000 options for Class A Shares Options exercisable within sixty days as of the filing date

Key Terms

Liquidity Lock-Up Period, registration rights, pre-emptive rights, beneficially owned, +2 more

6 terms

Liquidity Lock-Up Period financial

"a "Liquidity Lock-Up Period" is in force for a period commenced on the date of expiry of the 180-day initial lock-up period"

registration rights financial

"holders of the Issuer's Class B Shares and Class C Shares have customary registration rights for the resale of the Class A Shares"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

pre-emptive rights financial

"the holders of Class B Shares are entitled to pre-emptive rights to subscribe for such new securities"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

beneficially owned financial

"The aggregate number and percentage of Class A Shares beneficially owned by each Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

underwritten offering financial

"sold 150,000 Class C Shares ... in an underwritten offering at a price of $32.50 per share"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

memorandum and articles of association regulatory

"as described in the Issuer's memorandum and articles of association (the "M&A")"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

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

Add on Google Not now

Available on EDGAR 06/17/2026 - 04:50 PM Accepted by SEC EDGAR 06/17/2026 - 04:49 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

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)

Kamal Anthony Hatoum
Av. Pdte. Masaryk 8, Polanco V Secc, Miguel Hidalgo
Mexico City, O5, 11560
14243927437

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G0896C103

1

Name of reporting person

Bolton Partners Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,680,583.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,680,583.00

11

Aggregate amount beneficially owned by each reporting person

22,680,583.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): G0896C103

1

Name of reporting person

Kamal Anthony Hatoum

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 273,334.00
8	Shared Voting Power 22,953,917.00
9	Sole Dispositive Power 273,334.00
10	Shared Dispositive Power 22,953,917.00

11

Aggregate amount beneficially owned by each reporting person

22,953,917.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Shares
(b)	Name of Issuer: BBB Foods Inc.
(c)	Address of Issuer's Principal Executive Offices: Av. Pdte. Masaryk 8, Polanco V Secc, Miguel Hidalgo, Mexico City, MEXICO , 11560.
Item 1 Comment: This Schedule 13D (the "Schedule 13D") relates to the Class A Common Shares ("Class A Shares") of BBB Foods Inc. (the "Issuer"). On August 6, 2026, all Issuer Class C Common Shares ("Class C Shares") shall automatically convert into Class A Shares on a one-for-one basis, and all Issuer Class B Common Shares ("Class B Shares") will become convertible into Class A Shares on a one-for-one basis. As a result, as of June 6, 2026, the Reporting Persons (as defined below) are deemed to beneficially own more than five percent of the outstanding Class A Shares.
Item 2.	Identity and Background
(a)	Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons". This statement is filed on behalf of: i. Bolton Partners Ltd., a British Virgin Islands corporation; and ii. Kamal Anthony Hatoum, a citizen of the United States of America. The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit 99.1. Kamal Anthony Hatoum is the sole control person of Bolton Partners Ltd.
(b)	The principal business address of Mr. Hatoum is PO Box 3140, Wickams Cay 1, Road Town, Tortola, VG1110, British Vigin Islands. The principal business address of Bolton Partners Ltd. is PO Box 3140, Wickams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands.
(c)	The principal business of Bolton Partners Ltd. is to serve as a holding vehicle for the securities reported on this Schedule 13D. The principal business of Mr. Hatoum is serving as the Chairman and Chief Executive Officer of the Issuer and as the controlling person of Bolton Partners.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 2(a) above.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 3. Each Reporting Person either purchased or received as compensation (including in the form of grants under the Issuer's equity incentive plans) the Class A Shares beneficially owned by it or him reported in this Schedule 13D, as applicable.
Item 4.	Purpose of Transaction
	The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons own the securities reported herein for investment purposes. The Reporting Persons intend to review on a continuing basis their investment in the Issuer and may from time to time increase or decrease their investment in the Issuer depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. In his capacity as Chairman and Chief Executive Officer of the Issuer, Mr. Hatoum may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, as an officer and director of the Issuer, Mr. Hatoum is entitled to receive compensation from the Issuer, including being granted equity awards with respect to Issuer securities from time to time under the terms of the Issuer's equity incentive plans. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although, the Reporting Person, at any time and from time to time, may review, reconsider and change their position and/or purpose and/or develop such plans and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in Items 2 and 3 are hereby incorporated by reference into this Item 5. Calculation of the percentage of Class A Shares beneficially owned is based on: (i) 77,938,244 Class A Shares outstanding following the offering described by the Issuer in its Prospectus filed with the Securities and Exchange Commission on May 29, 2026, (ii) 5,210,000 Class B Shares outstanding following the offering described above and the exercise by Bolton Partners Ltd. of its pre-emptive rights in connection with such offering, (iii) 37,414,531 Class C Shares outstanding following the offering described above, and taking into account any Class A Shares to be acquired by the Reporting Persons within sixty days, as applicable. The above takes into account the automatic conversion of the Class C Shares on August 6, 2026 as described above. The aggregate number and percentage of Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of the date hereof, Bolton Partners Ltd. directly holds 5,210,000 Class B Shares, 12,445,583 Class C Shares, and 5,025,000 options exercisable within sixty days for Class A Shares. As of the date hereof, Mr. Hatoum directly holds 273,334 Class A Shares. Class A Shares are entitled to one vote per share, while Class B Shares are entitled to 15 votes per share. Class B Shares convert automatically into Class A Shares on a one-for-one basis upon: (i) sale into the public market; (ii) any transfer, whether or not for value (except for certain permitted transfers as described in the Issuer's memorandum and articles of association (the "M&A")); and (iii) at such time as the number of issued and outstanding Class B Shares represents less than 1.0% of the aggregate number of common shares of the Issuer. To the extent not converted earlier, on August 6, 2026, Class B Shares will be convertible into Class A Shares at any time at the holder's option. Class C Shares shall automatically convert into Class A Shares on a one-for-one basis on August 6, 2026. The beneficial ownership figures given above exclude equity awards of the Issuer that do not vest or become exercisable for Class A Shares within 60 days. As the controlling person of Bolton Partners, Mr. Hatoum may be deemed to beneficially own the Class A Shares beneficially owned by Bolton Partners. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Class A Shares.
(b)	The information contained in rows 7 through 10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b).
(c)	Except as set forth in this Schedule 13D and below, none of the Reporting Persons has effected any transaction in Class A Shares in the past 60 days except: (i) on June 1, 2026, Bolton Partners Ltd. sold 150,000 Class C Shares (which were converted into Class A Shares immediately upon their sale) in an underwritten offering at a price of $32.50 per share and (ii) on the same date, Bolton Partners Ltd. exercised its preemptive rights in respect of the issuance of new Class A Shares by the Company in the aforementioned underwritten offering to purchase 10,000 Class B Shares at a price of $32.50 per share.
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Shares reported herein as beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. MEMORANDUM AND ARTICLES OF ASSOCIATION Lock-up Provisions Pursuant to the terms of the M&A, a "Liquidity Lock-Up Period" is in force for a period commenced on the date of expiry of the 180-day initial lock-up period relating to the Issuer's initial public offering and ending 24 months after such date (i.e., August 6, 2026), during which the holders of Class B Shares and Class C Shares may not directly or indirectly offer, sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Class B Shares or Class C Shares (or grant or enter into any option, warrant, convertible security, hedging arrangement or other transaction relating thereto), except for certain permitted transfers described in the M&A. Registration Rights For so long as the Liquidity Lock-up Period is in effect, pursuant to the terms of the Issuer's M&A, holders of the Issuer's Class B Shares and Class C Shares have customary registration rights for the resale of the Class A Shares into which the Class B Shares and Class C Shares held by them are convertible. Class A Shares covered by a registration statement will be eligible for sales in the public market upon the expiration, or their release from the terms of, the lock-up provisions set forth in the M&A. The foregoing description of the M&A and its terms does not purport to be complete and is qualified in its entirety by reference to such document, which is filed herewith as Exhibit A and is incorporated by reference in its entirety. Pre-emptive Rights Pursuant to the terms of the M&A, upon the issuance by the Issuer of any new equity securities (other than certain exempted securities), the holders of Class B Shares are entitled to pre-emptive rights to subscribe for such new securities in such proportions as necessary to maintain their proportional ownership and voting interests in the shares of the Issuer. Any new securities issued to the holders of Class B Shares pursuant to such pre-emptive rights are to be issued in the form of Class B Shares, unless any holder of Class B Shares elects to receive such new securities in the form of the class of securities being issued by the Issuer that gave rise to such right of pre-emption. Any offer of new securities must be made to the holders of Class B Shares at a price and on such other terms and conditions no less favorable than such new securities are proposed to be offered to other persons. Exempted securities not subject to such pre-emptive rights include, among others, equity securities issued pursuant to employee equity plans, equity securities issued as consideration for mergers, acquisitions or similar transactions, equity securities issued in connection with pro rata share dividends or distributions and equity securities issued pursuant to any bona fide shareholder rights plan adopted by the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement by and among the Reporting Persons Exhibit A - Memorandum and Articles of Association of the Issuer (incorporated by reference to Exhibit 1.1 of the Issuer's Annual Report on Form 20-F on April 2, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bolton Partners Ltd.

Signature:	/s/ Kamal Anthony Hatoum
Name/Title:	Kamal Anthony Hatoum
Date:	06/17/2026

Kamal Anthony Hatoum

Signature:	/s/ Kamal Anthony Hatoum
Name/Title:	Kamal Anthony Hatoum
Date:	06/17/2026

FAQ

What ownership stake in BBB Foods Inc. (TBBB) did Kamal Anthony Hatoum report?

Kamal Anthony Hatoum reported beneficial ownership of 22,953,917 Class A Shares of BBB Foods Inc., representing 17.6% of that class. This includes shares he holds directly and shares he may be deemed to own through his control of Bolton Partners Ltd.

How many BBB Foods Inc. shares does Bolton Partners Ltd. beneficially own?

Bolton Partners Ltd. reported beneficial ownership of 22,680,583 Class A Shares of BBB Foods Inc., representing 17.4% of the Class A Shares. Its position reflects holdings of Class B Shares, Class C Shares and options exercisable within sixty days, as detailed in the Schedule 13D.

How is the BBB Foods (TBBB) ownership percentage for this Schedule 13D calculated?

The ownership percentage is based on 77,938,244 Class A Shares outstanding, plus 5,210,000 Class B Shares and 37,414,531 Class C Shares, after an offering described in a May 29, 2026 prospectus, and including shares the reporting persons can acquire within sixty days.

What happens to BBB Foods’ Class B and Class C Shares on August 6, 2026?

On August 6, 2026, all Class C Shares automatically convert into Class A Shares on a one-for-one basis, and all Class B Shares become convertible into Class A Shares one-for-one. This structure affects how beneficial ownership of Class A Shares is measured for the reporting persons.

What lock-up restrictions apply to BBB Foods (TBBB) Class B and Class C Shares?

A Liquidity Lock-Up Period runs until August 6, 2026, during which holders of Class B and Class C Shares generally may not sell, pledge, short, or otherwise dispose of those shares, except for certain permitted transfers described in the company’s memorandum and articles of association.

What recent share transactions did Bolton Partners Ltd. report for BBB Foods?

On June 1, 2026, Bolton Partners Ltd. sold 150,000 Class C Shares, which converted into Class A Shares upon sale, in an underwritten offering at $32.50 per share. It also exercised pre-emptive rights to purchase 10,000 Class B Shares at $32.50 per share.

What voting rights do BBB Foods (TBBB) Class A and Class B Shares carry?

BBB Foods Class A Shares carry one vote per share, while Class B Shares carry 15 votes per share. Class B Shares convert into Class A Shares on a one-for-one basis upon certain transfers, public sales, or when Class B falls below a 1.0% threshold of total common shares.