United States securities and exchange commission logo
January 17, 2024
Eduardo Pizzuto
Chief Financial Officer
BBB Foods Inc.
R o Danubio 51
Col. Cuauht moc
Mexico City, Mexico 06500
Re: BBB Foods Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted December
27, 2023
CIK No. 0001978954
Dear Eduardo Pizzuto:
We have reviewed your amended draft registration statement and have
the following
comment(s).
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1. We note your response
to prior comment 3. Please revise to state in the prospectus
summary that Bolton
Partners Ltd. will beneficially own approximately 45% of the
company's voting power
and that Bolton Partners Ltd. will "have significant influence
over matters requiring
shareholder approval" as a result.
Eduardo Pizzuto
FirstName
BBB FoodsLastNameEduardo Pizzuto
Inc.
Comapany
January 17,NameBBB
2024 Foods Inc.
January
Page 2 17, 2024 Page 2
FirstName LastName
High rotation of our inventory to generate significant negative Operating
Working Capital, page
8
2. We note your response to prior comment 8 and your revised disclosure.
We note
additional disclosures on pages F-9, F-30, and F-66 that state
negative working capital is a
source of cash flows. Please revise as appropriate.
Non-IFRS Financial Measures and Key Operating Metrics
Non-IFRS Financial Measures, page 22
3. We note your response to prior comment 9 and your revised disclosure
to include the
comparable IFRS measure. Please tell us why you believe current
assets, as opposed
to working capital computed with IFRS amounts, is the most directly
comparable IFRS
measure to operating working capital or revise accordingly.
Additionally, please tell us
why you believe net loss, as opposed to net loss margin, is the most
directly comparable
IFRS measure to EBITDA Margin and Adjusted EBITDA Margin or revise
accordingly.
4. We note your response to prior comment 10. You state that under the
new definition,
working capital "includes short-term debt and the current portion of
total lease liabilities."
However, by adding these amounts back to operating working capital,
they are excluded
from the measure as if they do not exist. Please revise to disclose
what a measure of
current assets and liabilities that excludes both cash and current
debt/leases is supposed to
tell investors and explain why it is useful. For example, you state it
measures your short-
term liquidity but it is unclear how this measures your short-term
liquidity given that it
excludes a portion of your current liabilities. You also state it
allows you to evaluate your
ability to generate cash from daily operations, but the measure is
based on balance sheet
amounts rather than cash flow. As previously requested, please tell us
how your
presentation - which portrays a measure of working capital as if cash
and current
debt/leases do not exist - complies with Item 10(e)(1)(ii)(A) of
Regulation S-K which
generally prohibits excluding charges or liabilities that required or
will require cash
settlement from non-GAAP liquidity measures.
5. We note your response to prior comment 11 and are continuing to
evaluate it. Please tell
us how your presentation of EBITDA - which adjusts net loss to
eliminate the normal,
recurring, cash operating expense related to your leases - complies
with non-GAAP C&DI
100.01.
6. We note your response to prior comment 12 that you believe the actual
cash payments
are a more accurate and transparent presentation of the actual direct
cash lease
expense. We continue to believe the expense incurred rather than the
cash payment
amounts are appropriate because you present Adjusted EBITDA as a
performance
measure. Should you wish to present a non-IFRS performance measure
that includes the
full expense of your leases, please revise accordingly.
Eduardo Pizzuto
FirstName
BBB FoodsLastNameEduardo Pizzuto
Inc.
Comapany
January 17,NameBBB
2024 Foods Inc.
January
Page 3 17, 2024 Page 3
FirstName LastName
Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Todd Crider