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
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File numbers found in text: 333-276589
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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]