| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
BBB FOODS INC (Name of Issuer) |
Class A Common Shares (Title of Class of Securities) |
G0896C103 (CUSIP Number) |
12/31/2024 (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 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,525,261.00 | ||||||||
| 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) 35.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Items 6 and 8: 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.
Item 11: 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) 21,525,261 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 No. | G0896C103 |
| 1 | Names of Reporting Persons QS 3B, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons QS BBB 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons QS T3B 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,525,261.00 | ||||||||
| 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) 35.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Items 6 and 8: 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.
Item 11: 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) 21,525,261 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 No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 508,716.00 | ||||||||
| 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) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Items 6 and 8: 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.
Item 11: 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) 508,716 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 No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 508,716.00 | ||||||||
| 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) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Items 6 and 8: 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.
Item 11: 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) 508,716 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 No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,033,977.00 | ||||||||
| 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) 36.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Items 6 and 8: 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.
Item 11: 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) 22,033,977 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 No. | G0896C103 |
| 1 | Names of Reporting Persons QS Finance 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons BC PRIVATE EQUITY | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,033,977.00 | ||||||||
| 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) 36.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Items 6 and 8: 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.
Item 11: 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) 22,033,977 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: Rio Danubio 51, Piso 2, MIGUEL HIDALGO, Mexico City, Mexico, 06500 | |
| Item 2. | ||
| (a) | Name of person filing: QS Management Ltd.
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
QS 3B, Inc.
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
QS BBB Inc.
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
QS T3B, Inc.
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
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 Direct SI 2
22, rue des Bruyeres
L - 1274 Howald
Citizenship: Luxembourg
Quilvest Capital Partners SA
9 allee Scheffer, L-2520 Luxembourg
Citizenship: Luxembourg
QS Finance Ltd.
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
BC PRIVATE EQUITY (previously named BC Europe)
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: (a) Amount Beneficially Owned:
As of the close of business on December 31, 2024, the reporting persons beneficially owned an aggregate of 22,033,977 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 December 31, 2024:
(i) QS 3B, Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B"), beneficially owned zero (0) 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 zero (0) 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 zero (0) of the Issuer's Class C Common Shares;
(iv) QS 3B Aggregator Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B Aggregator"), beneficially owned 21,525,261 of the Issuer's Class C Common Shares; and
(v) 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 508,716 of the Issuer's Class C Common Shares.
QS Finance Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS Finance"), is the owner of all outstanding Class C shares of each of QS 3B, QS BBB and QS T3B and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B, QS BBB and QS T3B.
BC PRIVATE EQUITY (previously named BC Europe), a Luxembourg Societe Anonyme ("BPE"), is the owner of all outstanding shares of QS Finance and may be deemed to have shared voting control and investment discretion over securities owned by QS 3B, QS BBB and QS T3B.
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 QS3B, QS BBB, QS T3B and 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 QS3B, QS BBB, QS T3B and 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 QS Direct SI 2 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 each of QCP SA and BPE 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, QS Finance, BPE or Bemberg Capital as to beneficial ownership of the securities owned by QS 3B, QS BBB, QS T3B, QS 3B Aggregator or QSD, as the case may be. | |
| (b) | Percent of class: As of the close of business on December 31, 2024, QS Management may be deemed to have beneficially owned 21,525,261 of the Issuer's Class A Common Shares or 35.7% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QS 3B may be deemed to have beneficially owned zero (0) of the Issuer's Class A Common Shares or 0.0% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QS BBB may be deemed to have beneficially owned zero (0) of the Issuer's Class A Common Shares or 0.0% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QS T3B may be deemed to have beneficially owned zero (0) of the Issuer's Class A Common Shares or 0.0% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QS Finance and BPE each may be deemed to have beneficially owned zero (0) of the Issuer's Class A Common Shares or 0.0% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QS 3B Aggregator may be deemed to have beneficially owned 21,525,261 of the Issuer's Class A Common Shares or 35.7% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QSD may be deemed to have beneficially owned 508,716 of the Issuer's Class A Common Shares or 1.3% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QSD SI may be deemed to have beneficially owned 508,716 of the Issuer's Class A Common Shares or 1.3% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above).
As of the close of business on December 31, 2024, QCP SA and Bemberg Capital each may be deemed to have beneficially owned 22,033,977 of the Issuer's Class A Common Shares or 36.3% 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) 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) 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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comments accompanying signature:
On December 20, 2024, QS 3B, Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B"), QS BBB Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS BBB"), and QS T3B, Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS T3B") distributed an aggregate of 11,358,798 shares of Class C Common Stock to their limited partners, and all remaining shares of Class C Common Stock held by each such reporting person were transferred to QS 3B Aggregator Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B Aggregator"), an affiliate of each such reporting person, under common management with each of them and with the same ultimate beneficial owner. This Amendment No. 1 to Schedule 13G is being filed to report the number of shares that may be deemed to be beneficially owned by each reporting person as of December 31, 2024, the end of the calendar quarter in which the above-described transactions were effected. For the avoidance of doubt, subsequent to the date of filing of the initial Schedule 13G, no shares of Class C Common Stock were acquired by QS 3B Aggregator or any other reporting person other than through the above-described transactions.
Exhibit
Information |
Exhibit I: Joint Filing Agreement, dated as of February 11, 2025, by and among QS Management Ltd., QS 3B, Inc., QS BBB Inc., QS T3B, Inc., QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Direct SI 2, Quilvest Capital Partners SA, QS Finance Ltd., BC PRIVATE EQUITY and Bemberg Capital. |