Form SCHEDULE 13G/A BBB FOODS INC Filed by: QS Management Ltd.

August 14, 2026 12:16 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

BBB FOODS INC

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP No.

Names of Reporting Persons

QS 3B Aggregator Inc.

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,246,409.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,246,409.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,246,409.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

3.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,246,409 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.

Names of Reporting Persons

QS Direct SI 2 S.C.A., SICAR, in liquidation

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 53,093.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 53,093.00

Aggregate Amount Beneficially Owned by Each Reporting Person

53,093.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

0.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 53,093 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.

Names of Reporting Persons

QS Management Ltd.

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,246,409.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,246,409.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,246,409.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

3.5 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

Names of Reporting Persons

QS Direct SI 2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 53,093.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 53,093.00

Aggregate Amount Beneficially Owned by Each Reporting Person

53,093.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

0.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 53,093 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.

Names of Reporting Persons

Quilvest Capital Partners SA

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,299,502.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,299,502.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,299,502.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

3.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,299,502 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.

Names of Reporting Persons

Bemberg Capital

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,299,502.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,299,502.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,299,502.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

3.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: 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. The percentage is based on (x) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, plus (y) 2,299,502 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:

Av. Pdte. Masaryk 8, Polanco V Secc, Miguel Hidalgo, Mexico City, Mexico, 11560

Item 2.

(a)

Name of person filing:

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 Management Ltd. Craigmuir Chambers, Road Town, Tortola, British Virgin Islands Citizenship: British Virgin Islands 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 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.:

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:

As of the close of business on June 30, 2026, the reporting persons beneficially owned an aggregate of 2,299,502 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 June 30, 2026: (i) QS 3B Aggregator Inc., a company limited by shares incorporated under the laws of the British Virgin Islands ("QS 3B Aggregator"), beneficially owned 2,246,409 of the Issuer's Class C Common Shares; and (ii) 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 53,093 of the Issuer's Class C Common Shares. 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 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 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 QSD 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 QCP SA 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 or Bemberg Capital as to beneficial ownership of the securities owned by QS 3B Aggregator or QSD, as the case may be.

(b)

Percent of class:

As of the close of business on June 30, 2026, QS 3B Aggregator and QS Management each may be deemed to have beneficially owned 2,246,409 of the Issuer's Class A Common Shares or 3.5% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). As of the close of business on June 30, 2026, QSD and QSD SI each may be deemed to have beneficially owned 53,093 of the Issuer's Class A Common Shares or 0.1% of the Issuer's Class A Common Shares outstanding (see Item 4(a) above). As of the close of business on June 30, 2026, QCP SA and Bemberg Capital each may be deemed to have beneficially owned 2,299,502 of the Issuer's Class A Common Shares or 3.5% 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) 62,638,444 of the Issuer's Class A Common Shares outstanding as of May 28, 2026, as reported in the Issuer's prospectus supplement filed on May 29, 2026, 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:

(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

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.

QS 3B Aggregator Inc.

Signature:	/s/ Remi Masse
Name/Title:	Director of QS Management Ltd.
Date:	08/06/2026

QS Direct SI 2 S.C.A., SICAR, in liquidation

Signature:	/s/ Olga Ovcharova
Name/Title:	Permanent representative of QS Direct SI 2, itself acting as liquidator
Date:	08/06/2026

QS Management Ltd.

Signature:	/s/ Remi Masse
Name/Title:	Director
Date:	08/06/2026

QS Direct SI 2

Signature:	/s/ Olga Ovcharova
Name/Title:	Manager
Date:	08/06/2026

Quilvest Capital Partners SA

Signature:	/s/ Alexis Meffre
Name/Title:	CEO
Date:	08/06/2026

Bemberg Capital

Signature:	/s/ Adrien de Boisanger
Name/Title:	Executive Chairman
Date:	08/06/2026

Exhibit Information

Exhibit I: Joint Filing Agreement, dated as of August 6, 2026, by and among QS 3B Aggregator Inc., QS Direct SI 2 S.C.A., SICAR, in liquidation, QS Management Ltd., QS Direct SI 2, Quilvest Capital Partners SA and Bemberg Capital.

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Form SCHEDULE 13G/A BBB FOODS INC Filed by: QS Management Ltd.

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