GIC Private Limited, Singapore’s sovereign wealth manager, filed Amendment No. 2 to Schedule 13G disclosing its position in BBB Foods Inc. (TBBB) as of 30 Jun 2025.
The fund reports beneficial ownership of 5,807,487 Class A shares, representing 9.36 % of the 62,048,108 shares outstanding. GIC holds sole voting/dispositive power over 4,744,096 shares and shared voting/dispositive power over 1,063,391 shares with the Monetary Authority of Singapore. The filing states the shares are held for investment purposes only, with no intent to influence control.
The document does not reveal purchase dates, prices or prior stake size, leaving the direction of recent ownership changes unclear. However, the presence of a large, long-term institutional holder above the 5 % threshold underscores increased liquidity and potential confidence in the issuer.
Positive
None.
Negative
None.
Insights
TL;DR: Passive 9.36 % stake by GIC highlights strong institutional interest but offers limited directional insight; near-term fundamental impact neutral.
Materiality: Exceeding 5 % makes GIC an important shareholder, warranting investor attention. Yet the 13G framework signals a passive, non-activist stance, so governance implications are minor. Liquidity & sentiment: A sovereign fund’s 5.8 M-share position can deepen the float and reassure other institutions about BBB Foods’ investment profile. Still, absent data on entry timing, it is unclear whether the position reflects recent accumulation or historical holdings. Risk considerations: Concentration risk is low—the stake is below the 10 % short-swing threshold. Any future shift to a 13D filing or >10 % level would be more impactful.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
BBB FOODS INC
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
G0896C103
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
G0896C103
1
Names of Reporting Persons
GIC Private 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
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,744,096.00
6
Shared Voting Power
1,063,391.00
7
Sole Dispositive Power
4,744,096.00
8
Shared Dispositive Power
1,063,391.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,807,487.00
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)
9.36 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Percent of class represented by amount in Row (9) is based on 62,048,108 Class A Common Shares outstanding, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 29, 2025.
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:
GIC Private Limited ("GIC")
(b)
Address or principal business office or, if none, residence:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
(c)
Citizenship:
Singapore
(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:
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have 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, shared power to dispose or direct the disposition, is set forth in the following tables:
Reporting Person
GIC Private Limited
No. of Securities Beneficially Owned
5,807,487
Percent of Class (3)
9.36%
Sole Voting Power (1), (2)
4,744,096
Shared Voting Power (1), (2)
1,063,391
Sole Dispositive Power (1), (2)
4,744,096
Shared Dispositive Power (1), (2)
1,064,391
(1) GIC is a fund manager and only has 2 clients - the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 4,744,096 securities beneficially owned by it. GIC shares power to vote and dispose of 1,063,391 securities beneficially owned by it with MAS.
GIC is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. The GoS disclaims beneficial ownership of such shares.
(2) GIC disclaims membership in a group.
(3) Based on 62,048,108 Class A Common Shares outstanding, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 29, 2025.
(b)
Percent of class:
9.36 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,744,096
(ii) Shared power to vote or to direct the vote:
1,063,391
(iii) Sole power to dispose or to direct the disposition of:
4,744,096
(iv) Shared power to dispose or to direct the disposition of:
1,063,391
Item 5.
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.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
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