BBB Foods Inc. has a group of investment entities led by Quilvest-related vehicles reporting beneficial ownership of its equity under a Schedule 13G/A. As of June 30, 2026, the group beneficially owned an aggregate of 2,299,502 Class C Common Shares, each automatically convertible in certain circumstances into one Class A Common Share.
For reporting purposes, these Class C shares are treated as converted into Class A, resulting in deemed ownership of about 3.5% of BBB Foods’ Class A Common Shares. This calculation uses 62,638,444 Class A shares outstanding as of May 28, 2026, plus each reporting person’s Class C shares. All voting and dispositive powers are reported as shared rather than sole.
Positive
None.
Negative
None.
Key Figures
Aggregate Class C shares held:2,299,502 sharesQS 3B Aggregator Class C holding:2,246,409 sharesQS Direct SI 2 S.C.A., SICAR holding:53,093 shares+3 more
6 metrics
Aggregate Class C shares held2,299,502 sharesClass C Common Shares beneficially owned by reporting persons as of June 30, 2026
QS 3B Aggregator Class C holding2,246,409 sharesClass C Common Shares beneficially owned by QS 3B Aggregator Inc. as of June 30, 2026
QS Direct SI 2 S.C.A., SICAR holding53,093 sharesClass C Common Shares beneficially owned by QS Direct SI 2 S.C.A., SICAR, in liquidation, as of June 30, 2026
Deemed ownership percentage (QS 3B & QS Management)3.5%Deemed Class A Common Share ownership for QS 3B Aggregator Inc. and QS Management Ltd.
Deemed ownership percentage (QSD & QSD SI)0.1%Deemed Class A Common Share ownership for QS Direct SI 2 S.C.A., SICAR, in liquidation and QS Direct SI 2
Shares outstanding baseline62,638,444 sharesIssuer's Class A Common Shares outstanding as of May 28, 2026, used for percentage calculations
Key Terms
beneficially owned, Class C Common Shares, automatically convertible, Societe Anonyme, +1 more
5 terms
beneficially ownedfinancial
"the reporting persons beneficially owned an aggregate of 2,299,502 of the Issuer's Class C Common Shares"
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.
Class C Common Sharesfinancial
"beneficially owned an aggregate of 2,299,502 of the Issuer's Class C Common Shares"
automatically convertiblefinancial
"Each of the Issuer's Class C Common Shares is automatically convertible, under certain circumstances"
Societe Anonymefinancial
"Quilvest Capital Partners SA, a Luxembourg Societe Anonyme ("QCP SA")"
shared voting powerfinancial
"Shared Voting Power 2,246,409.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
FAQ
What percentage of BBB Foods Inc. (TBBB) shares does the Quilvest group report owning?
The Quilvest-related reporting persons may be deemed to beneficially own 3.5% of BBB Foods’ Class A Common Shares. This is based on treating their 2,299,502 Class C shares as converted, using 62,638,444 Class A shares outstanding as of May 28, 2026.
How many BBB Foods Inc. (TBBB) shares are beneficially owned by QS 3B Aggregator Inc.?
QS 3B Aggregator Inc. beneficially owned 2,246,409 Class C Common Shares as of June 30, 2026. For percentage calculations, these are treated as Class A shares, corresponding to 3.5% of the Class A Common Shares using the disclosed share-count methodology.
What is the total Class C Common Share holding reported in this BBB Foods (TBBB) Schedule 13G/A amendment?
The reporting persons collectively beneficially owned 2,299,502 Class C Common Shares as of June 30, 2026. Each Class C share is automatically convertible, under certain circumstances, into one Class A Common Share for calculation purposes.
What BBB Foods (TBBB) share count is used to compute the reported ownership percentages?
Ownership percentages are based on 62,638,444 Class A Common Shares outstanding as of May 28, 2026, plus each reporting person’s Class C shares treated as converted into Class A solely for this calculation.
Do the Quilvest-related entities have sole or shared power over their BBB Foods (TBBB) holdings?
The filing states they have 0 shares with sole voting or dispositive power, and shared voting and dispositive power over all shares they beneficially own, as described in the ownership section.
Which entities are part of the group reporting BBB Foods Inc. (TBBB) ownership?
The group includes QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Management Ltd., QS Direct SI 2, Quilvest Capital Partners SA and Bemberg Capital, linked through advisory, general partner and share-ownership relationships.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
BBB FOODS INC
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
G0896C103
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0896C103
1
Names of Reporting Persons
QS 3B Aggregator Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,246,409.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,246,409.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,246,409.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,246,409 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.
SCHEDULE 13G
CUSIP Number(s):
G0896C103
1
Names of Reporting Persons
QS Direct SI 2 S.C.A., SICAR, in liquidation
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
53,093.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
53,093.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,093.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 53,093 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.
SCHEDULE 13G
CUSIP Number(s):
G0896C103
1
Names of Reporting Persons
QS Management Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,246,409.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,246,409.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,246,409.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,246,409 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.
SCHEDULE 13G
CUSIP Number(s):
G0896C103
1
Names of Reporting Persons
QS Direct SI 2
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
53,093.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
53,093.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,093.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 53,093 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.
SCHEDULE 13G
CUSIP Number(s):
G0896C103
1
Names of Reporting Persons
Quilvest Capital Partners SA
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
2,299,502.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,299,502.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,299,502.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,299,502 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.
SCHEDULE 13G
CUSIP Number(s):
G0896C103
1
Names of Reporting Persons
Bemberg Capital
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
2,299,502.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,299,502.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,299,502.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,299,502 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.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BBB FOODS INC
(b)
Address of issuer's principal executive offices:
Av. Pdte. Masaryk 8, Polanco V Secc, Miguel Hidalgo, Mexico City, Mexico, 11560
Item 2.
(a)
Name of person filing:
QS 3B Aggregator Inc.
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
QS Direct SI 2 SCA SICAR, in liquidation
22, rue des Bruyeres, 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 Bruyeres, L - 1274 Howald
Citizenship: Luxembourg
Quilvest Capital Partners SA
9 allee Scheffer, L-2520 Luxembourg
Citizenship: Luxembourg
Bemberg Capital
9 allee Scheffer, L-2520 Luxembourg
Citizenship: Luxembourg
(b)
Address or principal business office or, if none, residence:
See Item 2(a) above.
(c)
Citizenship:
See Item 2(a) above.
(d)
Title of class of securities:
Class A Common Shares
(e)
CUSIP No.:
G0896C103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), 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 associations 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)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on June 30, 2026, the reporting persons beneficially owned an aggregate of 2,299,502 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 June 30, 2026:
(i) QS 3B Aggregator Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B Aggregator"), beneficially owned 2,246,409 of the Issuer's Class C Common Shares; and
(ii) QS Direct SI 2 S.C.A., SICAR, in liquidation, a Luxembourg investment company in risk capital in the form of a Societe en Commandite par Actions ("QSD"), beneficially owned 53,093 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 (1) the investment adviser to QS 3B Aggregator, (2) the sole director of QS 3B Aggregator and (3) the owner of all outstanding Class M shares of QS 3B Aggregator, and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B Aggregator.
QS Direct SI 2, a Luxembourg Societe a responsabilite limitee ("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 Societe Anonyme ("QCP SA"), is the owner of all outstanding shares of QS Management and QSD and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B Aggregator and QSD.
Bemberg Capital, a Luxembourg Societe Anonyme ("Bemberg Capital"), is the owner of all outstanding shares of QCP SA and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B Aggregator and QSD.
The foregoing should not be construed in and of itself as an admission by QS Management, QSD SI, QCP SA or Bemberg Capital as to beneficial ownership of the securities owned by QS 3B Aggregator or QSD, as the case may be.
(b)
Percent of class:
As of the close of business on June 30, 2026, QS 3B Aggregator and QS Management each may be deemed to have beneficially owned 2,246,409 of the Issuer's Class A Common Shares or 3.5% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on June 30, 2026, QSD and QSD SI each may be deemed to have beneficially owned 53,093 of the Issuer's Class A Common Shares or 0.1% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on June 30, 2026, QCP SA and Bemberg Capital each may be deemed to have beneficially owned 2,299,502 of the Issuer's Class A Common Shares or 3.5% 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) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, 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 the 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 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit I.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
QS 3B Aggregator Inc.
Signature:
/s/ Remi Masse
Name/Title:
Director of QS Management Ltd.
Date:
08/06/2026
QS Direct SI 2 S.C.A., SICAR, in liquidation
Signature:
/s/ Olga Ovcharova
Name/Title:
Permanent representative of QS Direct SI 2, itself acting as liquidator
Date:
08/06/2026
QS Management Ltd.
Signature:
/s/ Remi Masse
Name/Title:
Director
Date:
08/06/2026
QS Direct SI 2
Signature:
/s/ Olga Ovcharova
Name/Title:
Manager
Date:
08/06/2026
Quilvest Capital Partners SA
Signature:
/s/ Alexis Meffre
Name/Title:
CEO
Date:
08/06/2026
Bemberg Capital
Signature:
/s/ Adrien de Boisanger
Name/Title:
Executive Chairman
Date:
08/06/2026
Exhibit Information
Exhibit I: Joint Filing Agreement, dated as of August 6, 2026, by and among QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Management Ltd., QS Direct SI 2, Quilvest Capital Partners SA and Bemberg Capital.
