BBB Foods Inc. Underwriting Agreement
This filing details the underwriting agreement between BBB Foods Inc., the selling shareholders, and the underwriters, including J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Banco BTG Pactual S.A., Santander US Capital Markets LLC, and Scotia Capital (USA) Inc. The agreement concerns the sale of an aggregate of 700,000 Class A common shares by BBB Foods Inc. and 12,604,174 Class A common shares by selling shareholders. An additional 1,995,626 Class A common shares may be sold at the underwriters' option. The shares are being offered under a registration statement on Form F-3ASR. The agreement outlines the terms of the offering, representations and warranties of the Company, and conditions for the purchase and sale of the shares. The closing date for the transaction is set for June 1, 2026.