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Correspondence 0001193125-24-026427 from BBB FOODS INC (TBBB) (CIK 0001978954) (TBBB)

BBB FOODS INC (TBBB) (CIK 0001978954)
Date: Feb. 7, 2024 · CIK: 0001978954 · Accession: 0001193125-24-026427

AI Filing Summary & Sentiment

File numbers found in text: 333-276589

Date
February 7, 2024
Author
Vice President
Form
CORRESP
Company
BBB FOODS INC (TBBB) (CIK 0001978954)

Letter

February 7, 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:

Mr. Scott Stringer

Mr. Lyn Shenk

Ms. Rucha Pandit

Mr. Dietrich King

Re: BBB Foods Inc.

Registration Statement on Form F-1

File No. 333-276589

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, BofA Securities, Inc., Scotia Capital (USA) Inc., and UBS Securities LLC, 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 8, 2024, or as soon as possible thereafter.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, we wish to advise you that, as of the date hereof, approximately 2,600 copies of the prospectus dated February 2, 2024 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

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/ Enrique Vilatela Prado

Name:

Enrique Vilatela Prado

Title:

Vice President

[Signature Page to Request for Acceleration]

Very truly yours,

As representative of the several underwriters

MORGAN STANLEY & CO. LLC

By:

/s/ Lulica Batista Rocha

Name:

Lulica Batista Rocha

Title:

Executive Director

[Signature Page to Request for Acceleration]

Very truly yours,

As representative of the several underwriters

BOFA SECURITIES, INC.

By:

/s/ R. Gregg Nabhan

Name:

R. Gregg Nabhan

Title:

Chairman Americas Equity Capital Markets

[Signature Page to Request for Acceleration]

Very truly yours,

As representative of the several underwriters

SCOTIA CAPITAL (USA) INC.

By:

/s/ John Cronin

Name:

John Cronin

Title:

Managing Director

[Signature Page to Request for Acceleration]

Very truly yours,
As representative of the several underwriters

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 February 7, 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:

Mr. Scott Stringer

Mr. Lyn Shenk

Ms. Rucha Pandit

Mr. Dietrich King

Re:
 BBB Foods Inc.

Registration Statement on Form F-1

File No. 333-276589

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, BofA Securities, Inc., Scotia Capital (USA) Inc., and UBS
Securities LLC, 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 8, 2024, or as soon as possible thereafter.

 Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act, we wish to advise you that, as of the date hereof, approximately 2,600 copies of the prospectus dated February 2, 2024 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and
others.

 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/ Enrique Vilatela Prado

Name:

Enrique Vilatela Prado

Title:

Vice President

 [Signature Page to
Request for Acceleration]

Very truly yours,

As representative of the several underwriters

MORGAN STANLEY & CO. LLC

By:

 /s/ Lulica Batista Rocha

Name:

Lulica Batista Rocha

Title:

Executive Director

 [Signature Page to
Request for Acceleration]

Very truly yours,

As representative of the several underwriters

BOFA SECURITIES, INC.

By:

 /s/ R. Gregg Nabhan

Name:

R. Gregg Nabhan

Title:

Chairman Americas Equity Capital Markets

 [Signature Page to
Request for Acceleration]

Very truly yours,

As representative of the several underwriters

SCOTIA CAPITAL (USA) INC.

By:

 /s/ John Cronin

Name:

John Cronin

Title:

Managing Director

 [Signature Page to
Request for Acceleration]

Very truly yours,

As representative of the several underwriters

UBS SECURITIES LLC

By:

 /s/ William McArthur

Name:

William McArthur

Title:

Managing Director

By:

 /s/ Alejandra Anzaldo

Name:

Alejandra Anzaldo

Title:

Associate Director

 [Signature Page to
Request for Acceleration]