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Correspondence 0000950170-25-012659 from BBB FOODS INC (TBBB) (CIK 0001978954) (TBBB)

BBB FOODS INC (TBBB) (CIK 0001978954)
Date: Feb. 3, 2025 · CIK: 0001978954 · Accession: 0000950170-25-012659

AI Filing Summary & Sentiment

File numbers found in text: 333-284668

Date
February 3, 2024
Author
Executive Director
Form
CORRESP
Company
BBB FOODS INC (TBBB) (CIK 0001978954)

Letter

February 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Rucha Pandit

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington D.C. 20549

Re: BBB Foods Inc.

Draft Registration Statement on Form F-1

File No. 333-284668

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Banco BTG Pactual S.A. — Cayman Branch, Santander US Capital Markets LLC, and Scotia Capital (USA) Inc., as representatives of the several underwriters, hereby join in the request of BBB Foods Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on February 5, 2025, or as soon as possible thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to the underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

[Signature Pages Follow]

Very truly yours,

As representative of the several underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ Agustin Rapetti

Name:

Agustin Rapetti

Title:

Executive Director

Very truly yours,

As representative of the several underwriters

MORGAN STANLEY & CO. LLC

By:

/s/ Lulica Batista Rocha

Name:

Lulica Batista Rocha

Title:

Managing Director

Very truly yours,

As representative of the several underwriters

BANCO BTG PACTUAL S.A. — CAYMAN BRANCH

By:

/s/ Kevin Younai

Name:

Kevin Younai

Title:

Authorized Signatory

Very truly yours,

As representative of the several underwriters

SANTANDER US CAPITAL MARKETS LLC

By:

/s/ Conrad Rubin

Name:

Conrad Rubin

Title:

Managing Director

By:

/s/ Ryan Kelley

Name:

Ryan Kelley

Title:

Managing Director

Very truly yours,
As representative of the several underwriters

Show Raw Text
CORRESP
1
filename1.htm

  CORRESP

  February 3, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission Division of Corporation Finance

  Office of Trade & Services

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: 	Ms. Rucha Pandit

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F Street, N.E.

  Washington D.C. 20549

  Re: 		BBB Foods Inc.

  Draft Registration Statement on Form F-1

  File No. 333-284668

  Request for Acceleration of Effective Date

  Ladies and Gentlemen:

  Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Banco BTG Pactual S.A. — Cayman Branch, Santander US Capital Markets LLC, and Scotia Capital (USA) Inc., as representatives of the several underwriters, hereby join in the request of BBB Foods Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on February 5, 2025, or as soon as possible thereafter.

  Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to the underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

  We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

  [Signature Pages Follow]

    Very truly yours,

    As representative of the several underwriters

    J.P. MORGAN SECURITIES LLC

    By:

    /s/ Agustin Rapetti

    Name:

    Agustin Rapetti

    Title:

    Executive Director

    Very truly yours,

    As representative of the several underwriters

    MORGAN STANLEY & CO. LLC

    By:

    /s/ Lulica Batista Rocha

    Name:

    Lulica Batista Rocha

    Title:

    Managing Director

    Very truly yours,

    As representative of the several underwriters

    BANCO BTG PACTUAL S.A. — CAYMAN BRANCH

    By:

    /s/ Kevin Younai

    Name:

    Kevin Younai

    Title:

    Authorized Signatory

    Very truly yours,

    As representative of the several underwriters

    SANTANDER US CAPITAL MARKETS LLC

    By:

    /s/ Conrad Rubin

    Name:

    Conrad Rubin

    Title:

    Managing Director

    By:

    /s/ Ryan Kelley

    Name:

    Ryan Kelley

    Title:

    Managing Director

    Very truly yours,

    As representative of the several underwriters

    SCOTIA CAPITAL (USA) INC.

    By:

    /s/ John Cronin

    Name:

    John Cronin

    Title:

    Managing Director