Form SCHEDULE 13D/A BETTERWARE DE MEXICO, Filed by: Campalier, S.A. de C.V.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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BETTERWARE DE MEXICO, S.A.P.I. DE C.V (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
Luis Campos Avenida Acueducto 6075A-Int. Local 4, Zapopan, Jalisco, O5, 45116 52 (33) 2303-8510 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Campalier, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,278,497.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
51.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Based on 39,485,053 Ordinary Shares outstanding as of August 31, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Luis German Campos Orozco | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,278,497.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Based on 39,485,053 Ordinary Shares outstanding as of August 31, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
BETTERWARE DE MEXICO, S.A.P.I. DE C.V | |
| (c) | Address of Issuer's Principal Executive Offices:
Cruce Carretera Gdl-Ameca Huaxtla Km 5, El Arenal,
MEXICO
, 45350. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends the statement on Schedule 13D originally jointly filed with the U.S. Securities and Exchange Commission (the "SEC") by Campalier, S.A. de C.V., a Mexican sociedad anonima de capital variable ("Campalier"), and Luis German Campos Orozco, a Mexico citizen ("Mr. Campos" and, together with Campalier, the "Reporting Persons") on February 28, 2022 (the "Original 13D," as amended by Amendment No. 1, filed on July 11, 2022, the "Schedule 13D"), relating to the Ordinary Shares of the Issuer.
This Amendment No. 2 amends and supplements Item 5 of the Schedule 13D with respect to Reporting Persons, as set forth below. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, each of the Reporting Persons may be deemed to have beneficial ownership of 20,278,497 Ordinary Shares, representing 51.36% of the outstanding Ordinary Shares. Each of the Reporting Persons may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 20,278,497 Ordinary Shares. | |
| (b) | The Ordinary Shares beneficially owned by the Reporting Persons as a percentage of the outstanding Ordinary Shares of the Issuer presented in this Statement is based upon 39,485,053 Ordinary Shares outstanding as of August 31, 2026. | |
| (c) | Schedule I hereto sets forth all transactions with respect to the Ordinary Shares effected by the Reporting Persons in the past 60 days. All of such transactions were effected through open market purchases. On July 6, 2026, the trust that held 19,597,829 Ordinary Shares beneficially owned by Mr. Campos was dissolved, and all such Ordinary Shares reverted to Campalier. No consideration was paid in connection with such reversion, and it did not change the aggregate number of Ordinary Shares beneficially owned by the Reporting Persons. Except as reported herein, the Reporting Persons have not effected any other transactions in Ordinary Shares during the past 60 days.
On June 2, 2026, the Issuer completed the acquisition of the operating assets of Tupperware Latin America (the "Tupperware Acquisition") and, in connection therewith, issued 2,241,133 Ordinary Shares as partial consideration. Immediately following the Tupperware Acquisition, the total number of outstanding Ordinary Shares of the Issuer was 39,485,053. The decrease in the percentage of outstanding Ordinary Shares beneficially owned by the Reporting Persons since Amendment No. 1 to the Schedule 13D is attributable to the increase in the number of outstanding Ordinary Shares resulting from the issuance of Ordinary Shares in the Tupperware Acquisition, and not to any sale or other disposition of Ordinary Shares by the Reporting Persons. | |
| 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.
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