TBBB BBB Foods Inc

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SCHEDULE 13G
Under the Securities Exchange Act of 1934

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)	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.

		(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).

(a)	Amount Beneficially Owned:

(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.

(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(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

(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

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

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