SecProbe.io

CORRESP
 1
 filename1.htm

 BRB
Foods Inc.

 Rua
Doutor Eduardo de Souza Aranha

 387
– Conjunto 151

 São
Paulo, SP, Brazil, 04543-121

 August
7, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 Washington,
D.C. 20549

 Attn:
Sarah Sidwell

 Re: BRB
Foods Inc. (the "Company")

 Registration
Statement on Form S-1

 File
No. 333-276557 (the "Registration Statement")

 Ladies
and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. (Eastern Time) on August 11,
2025, or as soon thereafter as practicable.

 Please
contact Mitchell L. Lampert, Esq. of Robinson & Cole LLP, U.S. securities law counsel of the Company, at (203) 462-7559, to provide
notice of effectiveness, or if you have any questions or concerns regarding the foregoing.

 Very
 truly yours,

 BRB
 Foods Inc.

 By:
 /s/
 Paulo R. Bonifacio

 Name:
 Paulo
 R. Bonifacio

 Title:
 Chief
 Executive Officer

 cc:
Mitchell L. Lampert, Esq.

CORRESP
 1
 filename1.htm

 August
7, 2025

 VIA
EDGAR

 Securities
and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549-3561
Attn: Sarah Sidwell and Erin Purnell

 Re:
 BRB
 Foods Inc.
 Registration Statement on Form S-1
 Initially filed January 17, 2024, as amended
 File No. 333-276557

 Ladies
and Gentlemen:

 Pursuant
to Rule 461, as amended, the undersigned, as the representative of the prospective underwriters of the proposed offering by BRB Foods
Inc. (the "Company"), hereby join the Company's request that the effectiveness of the above-referenced Registration
Statement (the "Registration Statement") be accelerated so that the Registration Statement will become effective at 4:00
p.m., Eastern Time, on August 11, 2025, or as soon thereafter as is practicable, or at such other time as the Company or its counsel,
Robinson & Cole LLP, may request by telephone that such Registration Statement be declared effective.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated
July 17, 2025, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

 The
undersigned, as the representative of the prospective underwriters of the proposed offering, advise on behalf of the underwriters that
the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Alexander Capital L.P.

 By:
 /s/
 Jonathan Gazdak

 Name:
 Jonathan Gazdak

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BRB Foods Inc .

 Rua Doutor Eduardo de Souza Aranha

 387 – Conjunto 151, Sao Paulo, SP 04543-121

 VIA EDGAR

 July 16, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 Washington, D.C. 20549

 Re:
 BRB
 Foods Inc.

 Amendment No. 11 to Registration Statement on Form S-1

 File No. 333-276557

 Filed on July 1, 2025

 Dear Ms. Sidwell:

 BRB Foods Inc. (the
" Company ," " we ," " our " or " us ") hereby transmits the Company's
response to the comments of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange
Commission (the " Commission ") with respect to the Company's submission of its Amendment No. 11 to Registration
Statement on Form S-1 on July 1, 2025 as set forth in the Staff's letter dated July 11, 2025 (the " Comment Letter ").
Concurrently with filing of this letter, the Company is filing an Amendment No. 12 to Registration Statement on Form S-1 (the " Amended
Registration Statement "), which includes changes to reflect responses to the Staff's comments.

 For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

 Amendment No. 11 to Registration Statement
on Form S-1

 Summary, page 4

 1.
 We note
 your response to our prior comment 6. Please update your Summary section to reflect the updates made to the discussion of your strategic
 planning.

 Response: We respectfully advise
the Staff that we have revised the Summary section on page 4 of the Amended Registration Statement to reflect the updates made to the
discussion of our strategic planning, consistent with the disclosures included elsewhere in the Amended Registration Statement.

 Risks Factors, page 11

 2.
 We note
 your response to our prior comment 3 and partially reissue. Where you discuss market share, customers and vendors, revise to specifically
 address any challenges associated with the suspension of sales and the obstacles you could face when you attempt to reenter the market.
 We note risk factors regarding customer and vendor reliance on pages 13 and 14, respectively.

 Response: We respectfully advise
the Staff that we have further revised the risk factor titled " We have paused sales of our products since the second quarter
of 2024, and there is no assurance that we will be able to successfully re-enter the market or regain customer and/or vendor relationships. "
on page 12 of the Amended Registration Statement to more specifically address the challenges we may face in reengaging with customers
and vendors, such as the potential loss of shelf space, supply chain disruptions, and renegotiation of commercial terms. Additionally,
we have revised the Business section on page 67 of the Amended Registration Statement to specifically address the challenges associated
with our product sales suspension, including the potential loss of market share and customer and vendor relationships. These revisions
discuss how our product sales suspension may have impacted our historical market position and outline obstacles we may face in reestablishing
customer relationships, distribution networks and vendor agreements upon market reentry.

 Use of Proceeds, page 41

 3.
 We note
 your disclosure that you intend to use up to 10% of the net proceeds for "potential strategic investments in unaffiliated entities
 or joint ventures." Please provide the information required by Instruction 6 to Item 504 of Regulation S-K.

 Response: We respectfully advise
the Staff that we have revised the Use of Proceeds section on page 41 of the Amended Registration Statement to include information
required by Instruction 6 to Item 504 of Regulation S-K. Specifically, we have clarified that up to 10% of the net proceeds may be used
to make strategic investments in unaffiliated entities or joint ventures in the packaged foods, logistics and supply chain sectors. We
have also disclosed that, as of the date of the prospectus, we have neither identified any specific acquisition targets nor are we currently
engaged in any related negotiations or agreements.

 Unaudited Consolidated Financial Statements
for the Three Months Ended March 31, 2025, page F-2

 4.
 Please
 revise to clearly label the interim financial statements as "unaudited." Include that label on each of the primary financial
 statements and the first page of the notes to financial statements. In addition, correct the footnote at the bottom of pages F-2
 through F-7 to state that the notes are an integral part of these "unaudited" consolidated financial statements.

 Response: We respectfully advise
the Staff that we have revised the Amended Registration Statement to clearly label the interim financial statements as "unaudited."
This label now appears on the face of each of the primary interim financial statements and on the first page of the notes to the interim
financial statements. Further, we have revised the footnote on the bottom of pages F-2 through F-7 of the Amended Registration Statement
to state that the notes are an integral part of these "unaudited" consolidated financial statements.

 5.
 Please
 revise to label each column of the corrected financial information as "restated" as appropriate throughout the filing,
 including in the interim financial statements. For example, on the interim balance sheet on page F-2, the column for the year ended
 December 31, 2024 should be marked as "restated." Additionally, please include all disclosures required by ASC 250-10-50-7.

 Response: We respectfully advise
the Staff that we have revised our financial statements and related disclosures throughout the filing to clearly label each applicable
column of corrected financial information as "restated", including on the interim balance sheet on page F-2 of the Amended
Registration Statement and in all other relevant tables where restated amounts are presented. Further, we have included all disclosures
required under ASC 250-10-50-7.

 6.
 We note
 your response to our prior comment 14 and revised disclosures for the related restatement. However we note from your disclosure in
 the notes to the financial statements that the deferred offering costs related to legal and consulting services of $1,025,195 are
 currently presented as amortizable intangible assets as of March 31, 2025 and December 31, 2024 and 2023. Please revise to appropriately
 describe and classify these deferred offering costs. The comment applies to both sets of the financial statements.

 Response : We respectfully advise
the Staff that we have revised our financial statement presentation and related disclosures to reclassify deferred offering costs of
$1,025,195 as a separate line item within "Other Assets" in the consolidated balance sheets as of March 31, 2025, and December
31, 2024 and 2023. These amounts were previously presented as "Intangible assets". Further, we have revised the notes to
the consolidated financial statements to clarify the nature, classification, and accounting treatment of these deferred offering costs,
including related updates to Note 4 – Main Accounting Practices – Consolidated Financial Statements on pages F-16 and F-49
of the Amended Registration Statement.

 Statement of Changes to Shareholders'
Equity, page F-5

 7.
 We note
 that your Statement of Changes to Shareholders' Equity includes a rollforward of the year ended December 31, 2024 and the period
 ended March 31, 2025. In accordance with Rule 8-03(a)(5) and Rule 3-04 of Regulation S-X, please revise to include a rollforward
 of the comparative year-to-date period which would reflect the activity during the time between December 31, 2023 and March 31, 2024.

 Response: We respectfully advise
the Staff that we have revised our Unaudited Consolidated Statement of Changes to Shareholders' Equity, included on page F-5 of
the Amended Registration Statement, to include a rollforward for the comparative year-to-date period ended March 31, 2024. This presentation
reflects the changes in shareholders' equity from December 31, 2023 to March 31, 2024 and is consistent with the requirements of
Rule 8-03(a)(5) and Rule 3-04 of Regulation S-X.

 2

 Audited Financial Statements for the Year
Ended December 31, 2024

 Notes to the Audited Financial Statements

 Note 4. Main Accounting Practices

 Consolidated Financial Statements Restated,
page F-47

 8.
 We note your disclosure that you have updated
 the disclosures and footnotes related to intangible assets regards to financial statements of fiscal year ended as of December 31,
 2024 and 2023, and recorded a GAAP adjustment of USD 1,166,238 and USD 1,140,815 respectively. Please revise to include all disclosures
 required by ASC 250-10-50-7. This guidance includes disclosure of the amount of the adjustment
 for each financial statement line item that
 was affected in the restatement as well as loss per share amounts, and should be shown for both 2024 and 2023. Please revise accordingly.

 Response: We respectfully advise
the Staff that we have revised the disclosures in the notes to the consolidated financial statements to include information required
by ASC 250-10-50-7.

 Part II

 Item 16. Exhibits and Financial Statement
Schedules., page II-3

 9.
 We note
 that you have redacted information from Exhibits 10.1, 10.2, 10.3 and 10.4, but that the identification key you provide on page II-4
 does not indicate that these exhibits contain redactions. Please revise.

 Response: We respectfully advise
the Staff that we have revised the Exhibit Index on page II-4 of the Amended Registration Statement to indicate that Exhibits 10.1, 10.2,
10.3 and 10.4 contain redacted information.

 We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

 Sincerely,

 /s/
 Paulo R. Bonifacio

 Paulo R. Bonifacio
 Chief Executive Officer, President and Director

 cc:
 Mitchell L. Lampert, Esq.
 Robinson & Cole LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 11, 2025

Paulo Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 Conjunto 151
Sao Paulo, SP, Brazil 04543-121

 Re: BRB Foods Inc.
 Amendment No. 11 to Registration Statement on Form S-1
 File No. 333-276557
 Filed on July 1, 2025
Dear Paulo Bonifacio:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 2, 2025
letter.

Amendment No. 11 to Registration Statement on Form S-1
Summary, page 4

1. We note your response to our prior comment 6. Please update your Summary
section
 to reflect the updates made to the discussion of your strategic
planning.
Risk Factors, page 11

2. We note your response to our prior comment 3 and partially reissue.
Where you
 discuss market share, customers and vendors, revise to specifically
address any
 challenges associated with the suspension of sales and the obstacles you
could face
 when you attempt to reenter the market. We note risk factors regarding
customer and
 vendor reliance on pages 13 and 14, respectively.
 July 11, 2025
Page 2

Use of Proceeds, page 41

3. We note your disclosure that you intend to use up to 10% of the net
proceeds for
 "potential strategic investments in unaffiliated entities or joint
ventures." Please
 provide the information required by Instruction 6 to Item 504 of
Regulation S-K.
Unaudited Consolidated Financial Statements for the Three Months Ended March
31, 2025,
page F-2

4. Please revise to clearly label the interim financial statements as
unaudited. Include
 that label on each of the primary financial statements and the first
page of the notes to
 financial statements. In addition, correct the footnote at the bottom of
pages F-2
 through F-7 to state that the notes are an integral part of these
unaudited
 consolidated financial statements.
5. Please revise to label each column of the corrected financial
information as "restated"
 as appropriate throughout the filing, including in the interim financial
statements. For
 example, on the interim balance sheet on page F-2, the column for the
year ended
 December 31, 2024 should be marked as "restated." Additionally, please
include all
 disclosures required by ASC 250-10-50-7.
6. We note your response to our prior comment 14 and revised disclosures
for the related
 restatement. However we note from your disclosure in the notes to the
financial
 statements that the deferred offering costs related to legal and
consulting services of
 $1,025,195 are currently presented as amortizable intangible assets as
of March 31,
 2025 and December 31, 2024 and 2023. Please revise to appropriately
describe and
 classify these deferred offering costs. The comment applies to both sets
of the
 financial statements.
Statement of Changes to Shareholders' Equity, page F-5

7. We note that your Statement of Changes to Shareholders Equity
includes a
 rollforward of the year ended December 31, 2024 and the period ended
March 31,
 2025. In accordance with Rule 8-03(a)(5) and Rule 3-04 of Regulation
S-X, please
 revise to include a rollforward of the comparative year-to-date period
which would
 reflect the activity during the time between December 31, 2023 and March
31, 2024.
Audited Financial Statements for the Year Ended December 31, 2024
Notes to the Audited Financial Statements
Note 4. Main Accounting Practices
Consolidated Financial Statements Restated, page F-47

8. We note your disclosure that you have updated the disclosures and
footnotes related to
 intangible assets regards to financial statements of fiscal year ended
as of
 December 31, 2024 and 2023, and recorded a GAAP adjustment of USD
1,166,238
 and USD 1,140,815 respectively. Please revise to include all disclosures
required by
 ASC 250-10-50-7. This guidance includes disclosure of the amount of the
adjustment
 for each financial statement line item that was affected in the
restatement as well as
 loss per share amounts, and should be shown for both 2024 and 2023.
Please revise
 accordingly.
 July 11, 2025
Page 3

Part II
Item 16. Exhibits and Financial Statement Schedules., page II-3

9. We note that you have redacted information from Exhibits 10.1, 10.2,
10.3 and 10.4,
 but that the identification key you provide on page II-4 does not
indicate that these
 exhibits contain redactions. Please revise.
 Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at
202-551-3454 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Mitchell Lampert
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BRB Foods Inc .

 Rua Doutor Eduardo de Souza Aranha

 387 – Conjunto 151, Sao Paulo, SP 04543-121

 VIA EDGAR

 July 1, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 Washington, D.C. 20549

 Re:
 BRB
 Foods Inc.

 Amendment No. 10 to Registration Statement on Form S-1

 File No. 333-276557

 Filed on May 13, 2025

 Dear Ms. Sidwell:

 BRB Foods Inc. (the
" Company ," " we ," " our " or " us ") hereby transmits the Company's
response to the comments of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange
Commission (the " Commission ") with respect to the Company's submission of its Amendment No. 10 to Registration
Statement on Form S-1 on May 13, 2025 as set forth in the Staff's letter dated June 2, 2025 (the " Comment Letter ").
Concurrently with filing of this letter, the Company is filing an Amendment No. 11 to Registration Statement on Form S-1 (the " Amended
Registration Statement "), which includes changes to reflect responses to the Staff's comments.

 For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

 Amendment No. 10 to Registration Statement
on Form S-1

 Summary, page 2

 1.
 You state
 on page 2 that the increased monetary policy rate "meant an increase in the cost of working capital financing, which also reduced
 the availability of credit lines, and significantly increased financial expenses from US$1,466,976 in fiscal year 2023, to US$1,172,087
 in fiscal year 2024." This change appears to reflect a decrease in financial expenses. Please revise.

 Response: We respectfully advise
the Staff that we have revised the disclosure on page 2 of the Amended Registration Statement to clarify that financial expenses decreased
from fiscal year 2023 to fiscal year 2024, while continuing to represent a significant component of the Company's cost.

 2.
 Please
 revise to prominently disclose in this section that your sales have been suspended since the second quarter of 2024. Please clearly
 state where your financial performance has been impacted by this suspension. For example, your discussion of net losses for the year
 ended December 31, 2024 does not reference such suspension. Further, please include a summary of the factors that led to a decrease
 in net revenue from US$10,054,390 in FY 2023 to $40,463 in 2024.

 Response: We respectfully advise the Staff that we have revised the disclosures
on pages 46, 47 and 49 of the Amended Registration Statement to (i) prominently disclose that the Company's sales have been suspended
since the second quarter ended June 30, 2024, (ii) clarify the impact of the suspension on the Company's financial performance,
including its net revenue for the year ended December 31, 2024, and (iii) summarize the key factors that contributed to the decline in
net revenue from US$10,054,390 in fiscal year 2023 to US$40,463 in fiscal year 2024.

 Risk Factors

 Risks Related to Our Business and Industry,
page 11

 3.
 Please
 revise to add risk factor disclosure discussing the fact that your sales have been suspended since the second quarter of 2024. Where
 you discuss market share, customers and vendors, revise to specifically address any challenges associated with the suspension of
 sales and the obstacles you could face when you attempt to reenter the market.

 Response: We respectfully advise the Staff that we have included the risk factor
titled " We have paused sales of our products since the second quarter of 2024 and there is no assurance that we will be able
to successfully re-enter the market or regain customer and/or vendor relationships. " on page 12 of the Amended Registration
Statement to address the fact that our sales have been suspended since the second quarter of 2024, specifically addressing challenges
associated with our suspension of sales and the obstacles we may face when we attempt to reenter the market.

 Inflation and certain measures by the Brazilian
government to curb inflation may adversely

 affect us., page 29

 4.
 Please
 update your inflation risk factor to reflect the inflation information as of a more recent date. For example, we note language that
 "[w]e expect that the Selic rate will not decrease further in 2024".

 Response: We respectfully advise the Staff that we have revised the inflation
risk factor beginning on page 30 of the Amended Registration Statement to reflect more current macroeconomic information, including updated
Selic rate changes through June 2025 and to clarify our inability to accurately forecast inflation levels and Selic rate changes.

 Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Operational Strategy and Logistics, page 45

 5.
 Noting
 that your pause on sales will extend, at a minimum, into the third quarter of 2025, please expand your disclosure to more fully describe
 the decision to suspend sales of your prior three products, the actions you have taken during this time period to grow and continue
 your business, and the reason for the continued pause on sales.

 Response: We respectfully advise the Staff that we have included relevant disclosures
in the MD&A section on pages 46 and 47 of the Amended Registration Statement, to more fully describe our decision to suspend sales
of our prior three products, the actions we have taken during this period and the reasons for the continued pause on sales.

 Strategic Planning, page 50

 6.
 Please
 update the bullet points summarizing your "pillars" for strategic planning, to reflect the pause in sales starting in
 the second quarter of 2024. For example, but not limited to, you state you have 2,500 points of sale, but you currently are not conducting
 sales.

 Response: We respectfully advise the Staff that we have revised the bullet points
summarizing our "pillars" for strategic planning on page 52 of the Amended Registration Statement to reflect the suspension
of sales beginning in the second quarter of 2024. The revised disclosures are intended to more accurately convey our current commercial
status regarding the ongoing sales pause and align with our current "pillars" for strategic planning.

 2

 Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Results of Operations for the Years Ended
December 31, 2024 and 2023, page 54

 7.
 Please
 revise the disclosures in the table, and throughout the MD&A section, to present expenses and losses in parentheses to appropriately
 reflect them as negative amounts.

 Response: We respectfully advise the Staff that we have revised the disclosures
in the table on page 59 of the Amended Registration Statement and throughout the MD&A section of the Amended Registration Statement
to present expenses and losses in parenthesis to appropriately reflect them as negative amounts

 Liquidity and Capital Resources

 Liquidity, page 55

 8.
 We note
 you disclose on page 56 that your current working capital is sufficient for your present requirements. We also note your disclosure
 on page 11 related to substantial doubt about your ability to continue as a going concern, and that your balance sheet reflects a
 working capital deficit. Please revise your disclosure to remove inconsistencies.

 Response: We respectfully advise the Staff that we have revised the disclosures
on page 60 of the Amended Registration Statement to eliminate inconsistencies between our working capital deficit and going concern analysis.
Specifically, we have removed language suggesting that our working capital is sufficient for our present requirements, in order to more
accurately reflect our financial condition and align with our audited financial statements and related disclosures.

 Cash Flows, page 56

 9.
 Please
 revise the amount of cash provided by operating activities for the year ended December 31, 2024 in the table and the following paragraph
 to reconcile it with the amount from the statement of cash flows on page F-9. Also, revise the direction of the amounts for the net
 cash provided by (used in) financing activities in the table appropriately.

 Response:
 We respectfully advise the Staff that we have revised the table and
the accompanying paragraph on page 61 of the Amended Registration Statement to reconcile the amount of cash provided by operating
activities for the year ended December 31, 2024 with the amount presented in the statement of cash flows on page reconcile with the amount
from the statement of cash flows included on page F-39 of the Amended Registration Statement. Further, we have corrected the directional
presentation of the amounts of net cash provided by (used in) financing activities in the table on page 61 of the Amended Registration
Statement to appropriately reflect cash inflows and outflows.

 Independent Auditor's Report on Consolidated
Financial Statements, page F-2

 10.
 We note your disclosure on page 11 that your
 independent registered public accounting firm included an explanatory paragraph concerning substantial doubt about your ability to
 continue as a going concern in its report of your financial statements for the years ended December 31, 2024 and 2023. Please have
 your auditor
 revise its report to comply with paragraph
 12 of AS 2415.

 Response:
 In response to the Staff's comments, the Company's auditor
has revised its audit report on page F-32 of the Amended Registration Statement in order to comply with the paragraph 12 of AS 2415.

 11.
 Please
 have your auditor revise its audit report to state the year the auditor began serving consecutively as the company's auditor
 to comply with paragraph 10b of AS 3101.

 Response: In response to the Staff's comments, the Company's auditor
has revised its audit report on page F-32 of the Amended Registration Statement, which includes the disclosure of the year the auditor
began serving consecutively as the Company's auditor in compliance paragraph 10b of AS 3101.

 Income Statement, page F-6

 12.
 Please
 present earnings per share amounts here and on page F-34 rounded to the nearest cent (i.e., using only two decimal points) in order
 not to imply a greater degree of precision than exists.

 Response: We respectfully advise the Staff that we have revised relevant disclosures
on pages F-4 and F-36 of the Amended Registration Statement to present earning per share amount rounded to the nearest cent, consistent
with the Staff's guidance.

 3

 Statement of Cash Flows, page F-9

 13.
 Please
 revise the labels appropriately. In this regard, it appears "(=) Cash flows from investing activities" represents cash
 flows used in or provided by operating activities. Similarly, "(=) Net cash from operating activities" appears to represent
 cash flows used in investing activities.

 Response: We respectfully advise the Staff that we have revised the labels in
our statement of cash flows included on page F-39 of the Amended Registration Statement to correctly identify the cash flow categories.

 Note 13. Intangible Assets, page F-20

 14.
 Please
 provide us more detail as to the nature of the Other Operational Intangible asset of $2,191,433 at December 31, 2024. As part of
 your response please provide us the authoritative literature you relied upon when capitalizing this amount. In this regard, please
 note that Staff Accounting Bulletin Topic 5.A indicates that specific incremental costs directly attributable to a proposed or actual
 offering of securities may properly be deferred and charged against the gross proceeds of the offering. However, management salaries
 or other general and administrative expenses may not be allocated as costs of the offering. Please advise or revise accordingly.

 Response:
 We respectfully advise the Staff that we have updated the disclosures
on page F-50 of the Amended Registration Statement accordingly and recorded a GAAP adjustment of US$1,166,238. In accordance with Staff
Accounting Bulletin Topic 5, specific incremental costs directly attributable to a proposed or actual offering of securities may properly
be deferred and charged against the gross proceeds of the offering. The Company recorded expenses related to legal and consulting services
directly attributable to its IPO process amounting to USD 1,025,195, which have been properly deferred. Separately, expenses related to
research and development ("R&D") in the amount of USD 1,166,238 were expensed as incurred in accordance ASC 730. An adjustment
of US$1,166,238 was made as a GAAP adjustment because the Company's local books are maintained under IFRS Per IAS 38 guidance, companies
are required to capitalize and amortize development expenditures. However, for GAAP purposes, R&D costs were expenses as incurred,
consistent with ASC 730.

 Exhibit 23.1

 Consent of Independent Registered Public Accounting
Firm, page X-23

 15.
 Please
 provide a consent with a conformed signature of the name of the accounting firm providing the consent.

 Response:
 We respectfully advise the Staff that we have filed a consent with a confirmed signature of Russell Bedford GM Auditores
Independentes S/S, the name of the accounting firm providing the consent, as Exhibit 23.1 to the Amended Registration Statement .

 4

 We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

 Sincerely,

 /s/
 Paulo R. Bonifacio

 Paulo R. Bonifacio
 Chief Executive Officer, President and Director

 cc:
 Mitchell L. Lampert, Esq.
 Robinson & Cole LLP

 5

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 2, 2025

Paulo Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 Conjunto 151
Sao Paulo, SP, Brazil 04543-121

 Re: BRB Foods Inc.
 Amendment No. 10 to Registration Statement on Form S-1
 File No. 333-276557
 Filed on May 13, 2025
Dear Paulo Bonifacio:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our September
16, 2024 letter.

Amendment No. 10 to Registration Statement on Form S-1
Summary, page 2

1. You state on page 2 that the increased monetary policy rate "meant an
increase in the
 cost of working capital financing, which also reduced the availability
of credit lines,
 and significantly increased financial expenses from US$1,466,976 in
fiscal year 2023,
 to US$1,172,087 in fiscal year 2024." This change appears to reflect a
decrease in
 financial expenses. Please revise.
2. Please revise to prominently disclose in this section that your sales
have been
 suspended since the second quarter of 2024. Please clearly state where
your financial
 performance has been impacted by this suspension. For example, your
discussion of
 June 2, 2025
Page 2

 net losses for the year ended December 31, 2024 does not reference such
suspension.
 Further, please include a summary of the factors that led to a decrease
in net revenue
 from US$10,054,390 in FY 2023 to $40,463 in 2024.
Risk Factors
Risks Related to Our Business and Industry, page 11

3. Please revise to add risk factor disclosure discussing the fact that
your sales have been
 suspended since the second quarter of 2024. Where you discuss market
share,
 customers and vendors, revise to specifically address any challenges
associated with
 the suspension of sales and the obstacles you could face when you
attempt to re-
 enter the market.
Inflation and certain measures by the Brazilian government to curb inflation
may adversely
affect us., page 29

4. Please update your inflation risk factor to reflect the inflation
information as of a more
 recent date. For example, we note language that "[w]e expect that the
Selic rate will
 not decrease further in 2024".
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Operational Strategy and Logistics, page 45

5. Noting that your pause on sales will extend, at a minimum, into the
third quarter of
 2025, please expand your disclosure to more fully describe the decision
to suspend
 sales of your prior three products, the actions you have taken during
this time period
 to grow and continue your business, and the reason for the continued
pause on sales.
Strategic Planning, page 50

6. Please update the bullet points summarizing your "pillars" for strategic
planning, to
 reflect the pause in sales starting in the second quarter of 2024. For
example, but not
 limited to, you state you have 2,500 points of sale, but you currently
are not
 conducting sales.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Years Ended December 31, 2024 and 2023, page 54

7. Please revise the disclosures in the table, and throughout the MD&A
section, to
 present expenses and losses in parentheses to appropriately reflect them
as negative
 amounts.
Liquidity and Capital Resources
Liquidity, page 55

8. We note you disclose on page 56 that your current working capital is
sufficient for
 your present requirements. We also note your disclosure on page 11
related to
 substantial doubt about your ability to continue as a going concern, and
that your
 balance sheet reflects a working capital deficit. Please revise your
disclosure to
 remove inconsistencies.
 June 2, 2025
Page 3
Cash Flows, page 56

9. Please revise the amount of cash provided by operating activities for
the year ended
 December 31, 2024 in the table and the following paragraph to reconcile
it with the
 amount from the statement of cash flows on page F-9. Also, revise the
direction of the
 amounts for the net cash provided by (used in) financing activities in
the table
 appropriately.
Independent Auditor's Report on Consolidated Financial Statements, page F-2

10. We note your disclosure on page 11 that your independent registered
public
 accounting firm included an explanatory paragraph concerning substantial
doubt
 about your ability to continue as a going concern in its report of your
financial
 statements for the years ended December 31, 2024 and 2023. Please have
your auditor
 revise its report to comply with paragraph 12 of AS 2415.
11. Please have your auditor revise its audit report to state the year the
auditor began
 serving consecutively as the company's auditor to comply with paragraph
10b of AS
 3101.
Income Statement, page F-6

12. Please present earnings per share amounts here and on page F-34 rounded
to the
 nearest cent (i.e., using only two decimal points) in order not to imply
a greater degree
 of precision than exists.
Statement of Cash Flows, page F-9

13. Please revise the labels appropriately. In this regard, it appears "(=)
Cash flows from
 investing activities" represents cash flows used in or provided by
operating activities.
 Similarly, "(=) Net cash from operating activities" appears to represent
cash flows
 used in investing activities.
Note 13. Intangible Assets, page F-20

14. Please provide us more detail as to the nature of the Other Operational
Intangible asset
 of $2,191,433 at December 31, 2024. As part of your response please
provide us the
 authoritative literature you relied upon when capitalizing this amount.
In this regard,
 please note that Staff Accounting Bulletin Topic 5.A indicates that
specific
 incremental costs directly attributable to a proposed or actual offering
of securities
 may properly be deferred and charged against the gross proceeds of the
offering.
 However, management salaries or other general and administrative
expenses may not
 be allocated as costs of the offering. Please advise or revise
accordingly.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm, page X-23

15. Please provide a consent with a conformed signature of the name of the
accounting
 firm providing the consent.

 Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
 June 2, 2025
Page 4

matters. Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at
202-551-3454 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Mitchell Lampert
</TEXT>
</DOCUMENT>

CORRESP
1
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BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

September 23, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Inc.

Amendment No. 5 to Registration Statement on Form S-1

File No. 333-276557

Filed on August 30, 2024

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 5 to Registration
Statement on Form S-1 on August 30, 2024 as set forth in the Staff’s letter dated September 16, 2024 (the “Comment Letter”).
Concurrently with filing of this letter, the Company is filing an Amendment No. 6 to Registration Statement on Form S-1 (the “Amended
Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

From S-1/A Filed August 30, 2024

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 43

    1.

    We note from your income statement for the three
    months ended June 30, 2024, the company did not recognize any revenues or costs of products sold. In this regard, please explain to us
    why it appears the company has ceased revenue generating activities during the most recent quarter ended June 30, 2024 and revise your
    MD&A disclosures to include discussion of any material changes in your financial condition and results of operations that have resulted
    from the ceasing these activities. The objective of the discussion and analysis is to provide material information relevant to an assessment
    of the financial condition and results of operations of your company and should focus specifically on material events and uncertainties
    known to management that are reasonably likely to cause reported financial information not to be necessarily indicative

    of future operating results or of future financial
    condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters
    that are reasonably likely based on management's assessment to have a material impact on future operations. Refer to the disclosure requirements
    of Item 303 of Regulation S-K.

Response:
We respectfully advise the Staff that our pause of revenue generating activities was a strategic decision made by the Company.
This decision was made to focus our efforts on expanding and launching a comprehensive product line across all 27 states of Brazil. This
expansion includes launching 61 new complementary products under the Knorr brand, which we have licensed from Unilever, and these 61 new
complementary products are expected to launch by the end of 2024.

Our
strategic pause in revenue generating activities was not indicative of a halt in total operations, but rather a strategic realignment
of resources aimed at expanding and enhancing our product portfolio, enabling us to offer a broader range of products that better meet
market demands. By temporarily reducing sales activities, the Company aims  to
streamline its product offerings, improve cost efficiencies, and maximize the impact of the nationwide launch of our new products.

We expect this strategic pause
in revenue generating activities will drive our long-term growth and profitability by reducing execution costs at points of sale and optimizing
logistics benefits through more efficient use of our 14 distribution centers. We believe our approach will result in improved margins
and a stronger market presence, making our Company more competitive in the national market.

Further, we have updated relevant
MD&A disclosures included in the Amended Registration Statement to include discussion of the factors influencing our financial performance
and the strategic rationale behind our recent temporary cessation of revenue generating activities.

BRB Foods Inc. Notes to Consolidated Financial
Statements

Note 16 – Convertible Note, page F-22

    2.
    Your disclosure under Note 16 indicates there is a 2023A, 2023B and 2024C Convertible  Note. Elsewhere in your filing, you indicate there is a 2023A, 2023B, 2023C and 2024 Convertible Note. Please revise this inconsistency.

Response: We respectfully advise
the Staff that we have revised disclosures in Note 16 to the financial statements included on pages F-21 and F-22 of the Amended Registration Statement to clarify there were 2023A, 2023B, 2023C and 2024 Convertible Note Offerings closed in the relevant periods.

Exhibits

Exhibit 5.1, page II-3

    3.
    We note that the legal opinion opines as to 2,500,000 shares of common stock of the Company. We further note that your registration statement indicates you are offering 2,600,000 shares of common stock, as well as an additional 390,000 shares of common stock, subject to the underwriters' option to purchase additional shares. Please have counsel revise the legal opinion to opine as to the full number of shares being registered or advise.

Response: We respectfully advise
the Staff that we have filed an updated legal opinion exhibit with the Amended Registration Statement which opines as to 2,600,000 shares
of common stock, as well as an additional 390,000 shares of common stock, subject to the underwriters’ over-allotment option, which
collectively amount to the full number of shares being registered.

    4.
    We note that counsel has opined that the shares being offering by the selling shareholders will be duly and validly issued and authorized, fully paid and non-assessable. Please have counsel revise to state that the resale shares are duly and validly issued and authorized, fully paid and non-assessable. Refer to Section II.B.2.h. of Staff Legal Bulletin No. 19.

Response: We respectfully advise
the Staff that we have filed an updated legal opinion exhibit with the Amended Registration Statement which includes counsel stating the
resale shares are duly and validly issued and authorized, fully paid, and non-assessable.

Exhibit 23.1, page 1

    5.
    Please revise your Consent of Independent Registered Public Accounting Firm exhibit, in your next amendment, to include the name of the public accounting firm.

Response: We respectfully advise
the Staff that we have filed a Consent of Independent Registered Public Accounting Firm exhibit with the Amended Registration Statement
which includes the name of the public accounting firm.

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

September 16, 2024
Bruno Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Amendment No. 5 to Registration Statement on Form S-1
File No. 333-276557
Filed on August 30, 2024
Dear Bruno Bonifacio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 13, 2024 letter.
From S-1/A filed August 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
43
We note from your income statement for the three months ended June 30, 2024, the
company did not recognize any revenues or costs of products sold. In this regard,
please explain to us why it appears the company has ceased revenue generating activities
during the most recent quarter ended June 30, 2024 and revise your MD&A disclosures to
include discussion of any material changes in your financial condition and results of
operations that have resulted from the ceasing these activities. The objective of the
discussion and analysis is to provide material information relevant to an assessment of the
financial condition and results of operations of your company and should focus
specifically on material events and uncertainties known to management that are 1.

September 16, 2024
Page 2
reasonably likely to cause reported financial information not to be necessarily indicative
of future operating results or of future financial condition. This includes descriptions and
amounts of matters that have had a material impact on reported operations, as well as
matters that are reasonably likely based on management's assessment to have a material
impact on future operations. Refer to the disclosure requirements of Item 303 of
Regulation S-K.
BRB Foods Inc. Notes to Consolidated Financial Statements
Note 16 -- Convertible Note, page F-22
2.Your disclosure under Note 16 indicates there is a 2023A, 2023B and 2024C Convertible
Note. Elsewhere in your filing, you indicate there is a 2023A, 2023B, 2023C and 2024
Convertible Note. Please revise this inconsistency.
Exhibits
Exhibit 5.1, page II-3
3.We note that the legal opinion opines as to 2,500,000 shares of common stock of the
Company. We further note that your registration statement indicates you are offering
2,600,000 shares of common stock, as well as an additional 390,000 shares of common
stock, subject to the underwriters’ option to purchase additional shares. Please have
counsel revise the legal opinion to opine as to the full number of shares being registered
or advise.
4.We note that counsel has opined that the shares being offering by the selling shareholders
will be duly and validly issued and authorized, fully paid and non-assessable. Please have
counsel revise to state that the resale shares are duly and validly issued and authorized,
fully paid and non-assessable. Refer to Section II.B.2.h. of Staff Legal Bulletin No. 19.
Exhibit 23.1, page 1
5.Please revise your Consent of Independent Registered Public Accounting Firm exhibit, in
your next amendment, to include the name of the public accounting firm.
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Mitchell Lampert

CORRESP
1
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BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

August 30, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Inc.

Amendment No. 4 to Registration Statement on Form S-1

File No. 333-276557

Filed on August 8, 2024

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 4 to Registration
Statement on Form S-1 on August 8, 2024 as set forth in the Staff’s letter dated August 13, 2024 (the “Comment Letter”).
Concurrently with filing of this letter, the Company is filing an Amendment No. 5 to Registration Statement on Form S-1 (the “Amended
Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

Amendment No. 4 to Registration Statement on
Form S-1

General

    1.
    We note in your registration statement that a number of exhibits have not yet been filed. Please provide all missing information, including exhibits, in your next amendment, or tell us when you intend to do so. Please also confirm your understanding that the staff will need sufficient time to review this information, and we may have additional comments at that time.

Response: We respectfully
advise the Staff that we have filed the exhibits listed in the table below which were previously marked as “[t]o be filed b
amendment” in our Amendment No. 4 to the Registration Statement on Form S-1 filed with the Commission on August 8, 2024, as
exhibits to the Amended Registration Statement Further, we respectfully advise the Staff that “Ex. 99.4 – Opinion of Cescon,
Barrieu, Flesch & Barreto Advogados regarding certain Brazil legal matters” will be filed by amendment prior to seeking
effectiveness our Registration Statement on Form S-1.

Exhibit No.  Description

    5.1

    Opinion of The McCabe Law Firm PC

    8.1

    Opinion of Kherner International A. A. Ltd., Company’s
Brazil tax counsel, regarding certain Brazil tax matters

    14.1

    Code of Business Conduct and Ethics

    23.2

    Consent of The McCabe Law Firm PC (included in Exhibit 5.1)

    99.1

    Audit Committee Charter

    99.2

    Compensation Committee Charter

    99.3

    Nominating and Corporate Governance Committee Charter

Income Statement, page F-34

    2.
    We note your response to prior comment 3 but reissue our comment as we do not believe your response addresses our concerns. Please revise to disclose the number of shares used to calculate your weighted average shares outstanding on a basic and diluted basis pursuant to ASC 260-10-45 on the face of your income statement. Since you have reported net losses in each of the interim and annual periods for 2024 and 2023, the shares and EPS amounts disclosed on the face of the income statement should be the same. Your current presentation does not appear appropriate in light of your net losses and should be revised accordingly. Further, revise your notes to the consolidated financial statements to disclose the number of any securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period(s) presented. In this regard, we note the company issued had convertible notes during fiscal year 2023 and 2024. Refer to the guidance outlined in ASC 260-10-50-45.

Response: We respectfully
advise the Staff that we have revised our consolidated income statements included on pages F-4 and F-37 of the Amended
Registration Statement to disclose the numbers of shares used to calculate our weighted average shares outstanding on a basic and
diluted basis pursuant to ASC 260-10-45. Additionally, we have revised the notes to our financial statements included on pages F-31
and F-62 to disclose the number of any securities that could potentially dilute basic EPS in the future that were not included in
our computation of diluted EPS because doing so would have been antidilutive for the periods presented.

    2

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

3

August 13, 2024
Bruno Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Amendment No. 4 to Registration Statement on Form S-1
File No. 333-276557
Filed on August 8, 2024
Dear Bruno Bonifacio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 5, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
General
1.We note in your registration statement that a number of exhibits have not yet been filed.
Please provide all missing information, including exhibits, in your next amendment, or
tell us when you intend to do so. Please also confirm your understanding that the staff will
need sufficient time to review this information, and we may have additional comments at
that time.
Income Statement, page F-34
We note your response to prior comment 3 but reissue our comment as we do not
believe your response addresses our concerns. Please revise to disclose the number of
shares used to calculate your weighted average shares outstanding on a basic and diluted 2.

August 13, 2024
Page 2
basis pursuant to ASC 260-10-45 on the face of your income statement. Since you have
reported net losses in each of the interim and annual periods for 2024 and 2023, the shares
and EPS amounts disclosed on the face of the income statement should be the same. Your
current presentation does not appear appropriate in light of your net losses and should be
revised accordingly. Further, revise your notes to the consolidated financial statements to
disclose the number of any securities that could potentially dilute basic EPS in the future
that were not included in the computation of diluted EPS because to do so would have
been antidilutive for the period(s) presented. In this regard, we note the company issued
had convertible notes during fiscal year 2023 and 2024. Refer to the guidance outlined in
ASC 260-10-50-45.
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Mitchell Lampert

CORRESP
1
filename1.htm

BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

August 8, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Inc.

Amendment No. 3 to Registration Statement on Form S-1

File No. 333-276557

Filed on July 26, 2024

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 3 to Registration
Statement on Form S-1 on July 26, 2024 as set forth in the Staff’s letter dated August 5, 2024 (the “Comment Letter”).
Concurrently with filing of this letter, the Company is filing an Amendment No. 4 to Registration Statement on Form S-1 (the “Amended
Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

Amendment No. 3 to Registration Statement on
Form S-1

Summary, page 3

    1.
    We note your disclosure that you will launch 64 products in July 2024. Please update as to the status of the launch of the products throughout your registration statement.

Response: We respectfully advise
the Staff that we have revised relevant disclosures on page [3] and other relevant sections of the Amended Registration Statement to disclose
we plan to launch 64 products in the third quarter of 2024.

Consolidated Financial Statements

Consolidated Balance Sheets, page F-33

    2.
    We refer you to the captions “Common stock, number of authorized shares” and “Common stock, number of shares issued and outstanding” on the face of the consolidated balance sheet under negative shareholder’s equity. It appears you have included these amounts as line items within your negative shareholder’s equity balance. Please revise as this presentation is inappropriate and confusing.

Response: We respectfully advise
the Staff that we have revised our consolidated balance sheet included on page [F-33] of the Amended Registration Statement to delete
the presentation of “Common stock, number of authorized shares” and “Common stock, number of shares issued and outstanding”
as line items within our negative shareholder’s equity balance.

Income Statement, page F-34

    3.
    We note your response to prior comment 2 but do not consider your response to fully address our comment. Please revise to disclose the number of shares used to calculate your weighted average shares outstanding on a basic and diluted basis pursuant to ASC 260-10-45. Additionally, please revise your notes to the consolidated financial statements to disclose any securities that could potentially dilute basis EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period(s) presented. In this regard, we note the company issued had convertible notes during fiscal year 2023 and 2024. Refer to the guidance outlined in ASC 260-10-50-45.

Response:  We respectfully inform
the Staff that we have reassessed the information provided in the financial statements included in the Amended Registration Statement.

Diluted EPS Calculation: We have calculated the
diluted EPS considering the potential future impacts of convertible notes and Restricted Stock Units as disclosed in the Income Statement.

Disclosure of Shares: The number of shares used
to calculate our weighted average shares outstanding on both a basic and diluted basis is disclosed in the Income Statement. We believe
that this presentation provides clear and direct information to the users of the financial statements.

Potentially Dilutive Securities: We confirm that
there are no other securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted
EPS because their inclusion would have been antidilutive for the periods presented. The information related to potentially dilutive securities,
including the convertible notes issued during fiscal years 2023 and 2024, has been considered in our diluted EPS calculation.

Current Disclosures: While the specific details
of the EPS calculation are not presented in separate footnotes, all relevant information is included within the Income Statement, ensuring
compliance with ASC 260-10-45 and ASC 260-10-50-45. This approach maintains clarity and conciseness in our financial statements without
the need for redundant disclosures in the footnotes.

Exhibits

    4.
    We note your disclosure regarding an RSU Agreement. Please file the RSU Agreement as an exhibit to your registration statement, or otherwise tell us why you are not required to do so.

Response: We respectfully advise
the Staff that we have filed restricted stock unit agreements entered into between the Company and certain of its officers and directors
as exhibits to the Amended Registration Statement.

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

August 5, 2024
Bruno Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Amendment No. 3 to Registration Statement on Form S-1
File No. 333-276557
Filed on July 26, 2024
Dear Bruno Bonifacio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 19, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Summary, page 3
1.We note your disclosure that you will launch 64 products in July 2024. Please update as to
the status of the launch of the products throughout your registration statement.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-33
2.We refer you to the captions "Common stock, number of authorized shares" and
"Common stock, number of shares issued and outstanding" on the face of the consolidated
balance sheet under negative shareholder's equity. It appears you have included these
amounts as line items within your negative shareholder's equity balance. Please revise as
this presentation is inappropriate and confusing.

August 5, 2024
Page 2
Income Statement, page F-34
3.We note your response to prior comment 2 but do not consider your response to fully
address our comment. Please revise to disclose the number of shares used to
calculate your weighted average shares outstanding on a basic and diluted basis pursuant
to ASC 260-10-45. Additionally, please revise your notes to the consolidated financial
statements to disclose any securities that could potentially dilute basis EPS in the future
that were not included in the computation of diluted EPS because to do so would have
been antidilutive for the period(s) presented. In this regard, we note the company issued
had convertible notes during fiscal year 2023 and 2024. Refer to the guidance outlined in
ASC 260-10-50-45
Exhibits
4.We note your disclosure regarding an RSU Agreement. Please file the RSU Agreement as
an exhibit to your registration statement, or otherwise tell us why you are not required to
do so.
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Mitchell Lampert

CORRESP
1
filename1.htm

BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

July 25, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Inc.

Amendment No. 2 to Registration Statement on Form S-1

File No. 333-276557

Filed on July 8, 2024

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 2 to Registration
Statement on Form S-1 on July 8, 2024 as set forth in the Staff’s letter dated July 19, 2024 (the “Comment Letter”).
Concurrently with filing of this letter, the Company is filing an Amendment No. 3 to Registration Statement on Form S-1 (the “Amended
Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

Amendment No. 2 to Form S-1 filed July 8, 2024

Note 25 – Related Party Transactions,
page F-28

    1.
    We note your response to our comment number 11. To help us better understand your related party disclosure, tell us which figures relate to the convertible notes as disclosed in your footnote number 16 on page F-20. Please also clarify the amounts disclosed in the Intercompany section as you disclose an Intercompany receivable total of 703.772,315 for example. Please explain why the I/C receivables are so significant as we note your total assets as of March 31, 2024 are $3,637,443.

Response: We
respectfully advise the Staff that the amount of $454,750, as of March 31, 2024, reported as part of the “Convertible
note” line-item in Note 25 to our financial statements included on page F-28 of the Amended Registration Statement is the
figure related to the convertible notes disclosed in Note 16 to our financial statements included on page F-20 of the Amended
Registration Statement. The convertible notes were booked as “Related Parties” because the note holders are existing
shareholders and accredited investors, but none of these noteholders hold management or control positions, or hold sufficient shares of our common stock to
be considered Company affiliates. Further, the amounts previously disclosed in the Intercompany section were incorrectly inflated
and we have revised the amounts disclosed in the Intercompany section on page F-28 of the Amended Registration Statement to disclose
the accurate amounts. The accurate intercompany receivable amount of $703,772 represents approximately 19.3% of our total assets as
of March 31, 2024, and is related to operational intercompany transactions which are eliminated in the consolidation process for
financial statement preparation.

Income Statement, page F-34

    2.
    We note your response to our comment number 10. It appears that the weighted average shares outstanding figure has been omitted. This comment also applies to your interim income statement on page F-4.

Response: We respectfully advise
the Staff that the Company has not booked transactions related to shares of our common stock during the relevant reporting periods. Consequently,
there are no adjustments to shares of common stock outstanding and no effect on weighted average shares outstanding. Therefore, we disclosed
only earnings per share.

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

July 19, 2024
Bruno Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Amendment No. 2 to Registration Statement on Form S-1
File No. 333-276557
Filed on July 8, 2024
Dear Bruno Bonifacio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 27, 2024 letter.
Amendment No. 2 to Form S-1 filed July 8, 2024
Note 25 - Related Party Transactions, page F-28
1.We note your response to our comment number 11.  To help us better understand your
related party disclosure, tell us which figures relate to the convertible notes as disclosed in
your footnote number 16 on page F-20.  Please also clarify the amounts disclosed in the
Intercompany section as you disclose an Intercompany receivable total of 703.772,315 for
example.  Please explain why the I/C receivables are so significant as we note your total
assets as of March 31, 2024 are $3,637,443.

July 19, 2024
Page 2
Income Statement, page F-34
2.We note your response to our comment number 10.  It appears that the weighted average
shares outstanding figure has been omitted.  This comment also applies to your interim
income statement on page F-4.
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Mitchell Lampert

CORRESP
1
filename1.htm

BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

July 8, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Inc.

Registration Statement on Form S-1

File No. 333-276557

Filed on June 3, 2024

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 1 to Registration
Statement on Form S-1 on June 3, 2024 as set forth in the Staff’s letter dated June 27, 2024 (the “Comment Letter”).
Concurrently with filing of this letter, the Company is filing an Amendment No. 2 to Registration Statement on Form S-1 (the “Amended
Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

Form S-1 Amendment No. 1 6/3/24

General

    1.
    We note your disclosure on page Alt-i and Alt-12 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: We respectfully advise
the Staff that we have revised relevant disclosures on page Alt-12 of the Amended Registration Statement to clarify that an underwriter
retained by a selling shareholder may not sell such selling shareholder’s shares unless and until we set forth the names of the
underwriters and the material details of their underwriting arrangements with a selling shareholder in a replacement resale prospectus
included in a post-effective amendment to the registration statement of which the resale prospectus is a part. Further we hereby confirm
our understanding that the retention by a selling stockholder of an underwriter would constitute a material change to our plan of distribution
requiring a post-effective amendment.

Cover Page

    2.
    We note your response to prior comment 1 and reissue. The 2,000,000 shares to be offered appears to be based on the assumed mid-point of the price range, suggesting that the number of shares to be sold to the underwriters may fluctuate based on the final initial public offering price. Since the principal amount of securities to be offered is not price-related information, you may not omit this information or provide a range of securities to be sold. Please revise to definitively state the number of shares to be sold in the firm commitment offering. Please refer to Securities Act Rules Compliance and Disclosure Interpretation Questions 227.02 and 227.03.

Response: We respectfully advise
the Staff that we have revised relevant disclosures included on the cover page and other relevant sections of the Amended Registration
Statement to definitely state that 2,000,000 shares of our common stock are expected to be sold in the form commitment offering.

Summary, page 9

    3.
    Your disclosure on page 9 indicates 112,767 shares issuable upon conversion of convertible notes and an assumed public offering price is $4.00. However, elsewhere you indicate 100,068 shares at $4.50. Please revise this inconsistency.

Response: We respectfully advise
the Staff that we have revised relevant disclosures on page 9 of the Amended Registration Statement to clarify that 100,068 shares are
issuable upon conversion of convertible notes and said convertible notes convert at a conversion price equal to 65% of the offering price
per share of common stock in the offering. which is assumed to be $4.50 per share.

Risk Factors, page 11

    4.
    Please expand your discussion of interest rates to specifically identify the impact of rate increases by Brazil’s Central Bank on your operations and how your business has been affected. For example, describe whether your borrowing costs have recently increased or are expected to increase and your ability to pass along your increased costs to your customers.

Response: We respectfully advise
the Staff that we have revised the risk factor on page 28 of the Amended Registration Statement to expand our discussion of interest
rates to specifically include a discussion of the impact of rate increases by Brazil’s Central Bank on our operations and how our
business has been affected.

Use of Proceeds, page 38

    5.

    We note your response to our prior comment 10
    in our June 5, 2023 letter and reissue. Please expand your disclosure in this section to describe in greater detail the specified purposes
    for which the net proceeds are intended to be used and, if material amounts of other funds will be necessary to accomplish the specified
    purposes, state the order of priority of the specified purposes of the net proceeds and provide an estimate of

    the amounts of such other funds and the sources
    thereof. If you have no specific plans for the proceeds, discuss the principal reasons for the offering.

Response:  We respectfully advise
the Staff that we have expanded disclosures included in the Use of Proceeds section on page 38 of the Amended Registration Statement
to describe in greater detail the specified purposes for which the net proceeds of this offering are intended to be used. Specifically,
we disclose that net proceeds from the offering will be primarily used in the following ways: (i) 85% of the net proceeds for general
corporate purposes including working capital, capital expenditures and operating expenses such as procurement of IT systems, marketing
and sales expenses, supply chain expenses, and logistics; and (ii) 15% of the net proceeds to acquire additional resources to support
our product development and business growth strategy. Furthermore, we respectfully advise that material amounts of other funds will not
be necessary to accomplish the specified purposes disclosed therein.

    2

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 43

    6.
    Please expand your discussion of Brazil’s interest rates to describe their impact on your financial condition, including your balance sheet. For example, given rising rates, describe any resulting impacts on your inventory, accounts payable, long-term debt, or accrued expense balances. Expand your disclosure to describe how you are funding these additional costs.

Response: We respectfully advise
the Staff that we have included relevant disclosures on page 44 of the Amended Registration Statement to expand our discussion of Brazil’s
interest rates to describe their impact on our financial condition including our balance sheet.

2023 Equity Incentive Plan, page 75

    7.
    We note your disclosure that you have granted to certain director and employees of the Company or its subsidiaries (the “Beneficiaries”) options to acquire up to an aggregate total of 515,000 shares of your common stock. In addition, you disclose that on June 30, 2023, the Company granted 150,000 stock options to Mr. Fabio F. Farina, former Chief Financial Officer of the Company. Please disclose the related exercise price and fair value at grant date of the options. In addition, please disclose if you recognized stock-based compensation expense related to them in fiscal 2023.

Response: We respectfully advise the Staff
that we have revised relevant disclosures on page 75 of the Amended Registration Statement to clarify that effective March 1, 2024, Mr.
Fabio F. Farina resigned as the Chief Financial Officer and Director of the Company and, consequently, the restricted stock units granted
to Mr. Farina were forfeited to the Company on March 1, 2024. Mr. Farina’s restricted stock units did not vest prior to his resignation
and there was no related obligation to the Company in fiscal 2023. Therefore, no stock-based compensation expense related to the restricted
stock units granted to him was recognized in fiscal 2023. We have further revised relevant disclosures to confirm that we
have not recognized stock-based compensation expense related to stock options in fiscal 2023.

Independent Auditor’s Report on Financial Statements, page
F-29

    8.
    We note your auditor’s report only covers the financial statements for fiscal year ended December 31, 2023; however, the financial statements included in your registration statement relate to the two years ended December 31, 2023 and 2022. In this regard, please provide an auditor’s report that covers all periods presented. Further, the auditor’s report should refer to the appropriate titles of the financial statements (e.g., balance sheets, statements of operations, stockholders’ equity and cash flows). Refer to the guidance in AS 3101 and illustrative example provided in Appendix B and revise accordingly.

Response: We respectfully advise
the Staff that we have included our auditor’s report on page F-30 of the Amended Registration Statement which covers the financial
statement for the fiscal years ended December 31, 2023 and 2022. Further, the auditor’s report refers to the appropriate titles
of the financial statements as provided by the guidance in AS 3101.

    3

Balance Sheet, page F-31

9. Please revise the title of financial statements on page F-31
and F-32 to consolidated balance sheets. Further, revise your filing to include the following:

 ● for
each class of common shares state on the face of your balance sheet the number issued or outstanding, as appropriate, and the dollar
amount thereof. If convertible, this fact should also be indicated on the face of the balance sheet;

 ● show
in a note or statement the changes in each class of common shares for each period for which a statement of comprehensive income is required
to be filed. Similarly, revise your interim financial statements accordingly. You may refer to Rule 5-02 of Regulation S-X for
further guidance.

Response:
We respectfully advise the Staff that we have revised the title of the financial statement on pages
F-32 and F-3 of the Amended Registration Statement. Additionally, we have stated on the face of our balance sheet the number issued or
outstanding, as appropriate, and the dollar amount thereof for each class of common shares. Further, we have disclosed the changes in
each class of common shares for each period for which a statement of comprehensive income is required to be filed in Note 19 to the financial
statements beginning on page F-53 of the Amended Registration Statement.

Income Statement, page F-33

    10.
    Please revise the face of your income statement to include earnings per share data in accordance with Rule 5-03(b)25 of Regulation S-X and ASC 260-10-45. Similarly revise your interim income statements for the periods ended March 31, 2024 and 2023 on page F-6. Additionally, revise your notes to the financial statements to include the disclosures required by ASC 260-10-50.

Response: We respectfully advise
the Staff that we have revised our income statements included on pages F-4 and F-34 of the Amended Registration Statement to include
earnings per share data. Additionally, we have revised Note 19 to the financial statements included on pages F-53 and F-54 of the Amended
Registration Statement to include disclosures required by ASC 260-10-50.

Notes to Condensed Consolidated Financial Statements,
page F-37

    11.
    We note your response to our comment number 9. You advise that “all convertible notes are recognized as current liabilities in our accounts payable.” Per your Note 14, Accounts Payable on page F-48, the entire balance appears to be related to supplier obligations. Please advise.

Response: We respectfully advise
the Staff that all convertible notes are recognized as current liabilities in our related parties account.

    12.
    Please revise your notes to the financial statements to disclose the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented in accordance with ASC 505-10-50-2. Disclosure of such changes may take the form of separate statements or may be made in the basic financial statements or notes thereto. Additionally, revise to explain the pertinent rights and privileges of the various securities outstanding as required by ASC 505-10-50-3.

Response:
We respectfully advise the Staff that we have revised Note 19 to the financial
statements included on pages F-53 and F-54 of the Amended Registration Statement to disclose the changes in the number of shares of equity
securities during the relevant period required in accordance with ASC 505-10-50-2. Further, we have revised disclosures included in Note
19 to the financial statements included on pages F-53 and F-54 of the Amended Registration Statement to explain the pertinent rights
and privileges of the various securities outstanding as required by ASC 505-10-50-3.

    4

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

5

United States securities and exchange commission logo
June 27, 2024
Bruno Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Registration Statement on Form S-1
File No. 333-276557
Filed on June 3, 2024
Dear Bruno Bonifacio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 30, 2024 letter.
Form S-1 Amendment No 1 filed 6/3/24
General
1.We note your disclosure on page Alt-i and Alt-12 that your selling securityholders may
sell their securities in one or more underwritten offerings on a firm commitment or best
efforts basis. Please confirm your understanding that the retention by a selling stockholder
of an underwriter would constitute a material change to your plan of distribution requiring
a post-effective amendment.  Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
Cover Page
2.We note your response to prior comment 1 and reissue. The 2,000,000 shares to be offered
appears to be based on the assumed mid-point of the price range, suggesting that the

 FirstName LastNameBruno Bonifacio
 Comapany NameBRB Foods Inc.
 June 27, 2024 Page 2
 FirstName LastNameBruno Bonifacio
BRB Foods Inc.
June 27, 2024
Page 2
number of shares to be sold to the underwriters may fluctuate based on the final initial
public offering price. Since the principal amount of securities to be offered is not price-
related information, you may not omit this information or provide a range of securities to
be sold. Please revise to definitively state the number of shares to be sold in the firm
commitment offering. Please refer to Securities Act Rules Compliance and Disclosure
Interpretation Questions 227.02 and 227.03.
Summary, page 9
3.Your disclosure on page 9 indicates 112,767 shares issuable upon conversion of
convertible notes and an assumed public offering price is $4.00. However, elsewhere you
indicate 100,068 shares at $4.50. Please revise this inconsistency.
Risk Factors, page 11
4.Please expand your discussion of interest rates to specifically identify the impact of rate
increases by Brazil's Central Bank on your operations and how your business has been
affected. For example, describe whether your borrowing costs have recently increased or
are expected to increase and your ability to pass along your increased costs to your
customers.
Use of Proceeds, page 38
5.We note your response to our prior comment 10 in our June 5, 2023 letter and
reissue. Please expand your disclosure in this section to describe in greater detail the
specified purposes for which the net proceeds are intended to be used and, if material
amounts of other funds will be necessary to accomplish the specified purposes, state the
order of priority of the specified purposes of the net proceeds and provide an estimate of
the amounts of such other funds and the sources thereof. If you have no specific plans for
the proceeds, discuss the principal reasons for the offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
43
6.Please expand your discussion of Brazil's interest rates to describe their impact on your
financial condition, including your balance sheet. For example, given rising rates, describe
any resulting impacts on your inventory, accounts payable, long-term debt, or accrued
expense balances. Expand your disclosure to describe how you are funding these
additional costs.
2023 Equity Incentive Plan, page 75
7.We note your disclosure that you have granted to certain director and employees of the
Company or its subsidiaries (the “Beneficiaries”) options to acquire up to an aggregate
total of 515,000 shares of your common stock.  In addition, you disclose that on June 30,
2023, the Company granted 150,000 stock options to Mr. Fabio F. Farina, former Chief

 FirstName LastNameBruno Bonifacio
 Comapany NameBRB Foods Inc.
 June 27, 2024 Page 3
 FirstName LastNameBruno Bonifacio
BRB Foods Inc.
June 27, 2024
Page 3
Financial Officer of the Company.  Please disclose the related exercise price and fair value
at grant date of the options.  In addition, please disclose if you recognized stock-based
compensation expense related to them in fiscal 2023.
Independent Auditor's Report on Financial Statements, page F-29
8.We note your auditor's report only covers the financial statements for fiscal year ended
December 31, 2023; however, the financial statements included in your registration
statement relate to the two years ended December 31, 2023 and 2022. In this regard,
please provide an auditor's report that covers all periods presented. Further, the auditor's
report should refer to the appropriate titles of the financial statements (e.g., balance
sheets, statements of operations, stockholders' equity and cash flows).  Refer to the
guidance in AS 3101 and illustrative example provided in Appendix B and revise
accordingly.
Balance Sheet, page F-31
9.Please revise the title of financial statements on page F-31 and F-32 to consolidated
balance sheets. Further, revise your filing to include the following:

•for each class of common shares state on the face of your balance sheet the
number issued or outstanding, as appropriate, and the dollar amount thereof. If
convertible, this fact should also be indicated on the face of the balance sheet;
•show in a note or statement the changes in each class of common shares for each
period for which a statement of comprehensive income is required to be filed.

Similarly, revise your interim financial statements accordingly. You may refer to Rule 5-
02 of Regulation S-X for further guidance.
Income Statement, page F-33
10.Please revise the face of your income statement to include earnings per share data in
accordance with Rule 5-03(b)25 of Regulation S-X and ASC 260-10-45. Similarly revise
your interim income statements for the periods ended March 31, 2024 and 2023 on page
F-6. Additionally, revise your notes to the financial statements to include the disclosures
required by ASC 260-10-50.
Notes to the Condensed Consolidated Financial Statements, page F-37
11.We note your response to our comment number 9.  You advise that "all convertible notes
are recognized as current liabilities in our accounts payable."  Per your Note 14, Accounts
Payable on page F-48, the entire balance appears to be related to supplier obligations.
Please advise.
12.Please revise your notes to the financial statements to disclose the changes in the number
of shares of equity securities during at least the most recent annual fiscal period and any

 FirstName LastNameBruno Bonifacio
 Comapany NameBRB Foods Inc.
 June 27, 2024 Page 4
 FirstName LastName
Bruno Bonifacio
BRB Foods Inc.
June 27, 2024
Page 4
subsequent interim period presented in accordance with ASC 505-10-50-2. Disclosure of
such changes may take the form of separate statements or may be made in the basic
financial statements or notes thereto. Additionally, revise to explain the pertinent rights
and privileges of the various securities outstanding as required by ASC 505-10-50-3.
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mitchell Lampert

CORRESP
1
filename1.htm

BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

June 3, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Inc.

Registration Statement on Form S-1

File No. 333-276557

Filed on January 17, 2024

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Registration Statement on Form
S-1 on January 17, 2024 as set forth in the Staff’s letter dated January 30, 2024 (the “Comment Letter”). Concurrently
with filing of this letter, the Company is filing an Amendment No. 1 to Registration Statement on Form S-1 (the “Amended Registration
Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

Form S-1 filed January 17, 2024

Cover Page

    1.
    Please revise to state the number of shares of common stock to be offered. Refer to Item 501(b)(2) of Regulation S-K and Securities Act Rules C&DI 227.02.

Response: We respectfully advise
the Staff that we have revised relevant disclosures included on the cover page and other relevant sections of the Amended Registration
Statement to state the number of shares of common stock to be offered.

Summary, page 23

    2.
    We note disclosure on page 23 “In 2023, we intend to offer a series of new products from different brands such as beans, rice, cassava, corn, potato and pasta products from Arisco, Maizena, Knorr and Mãe Terra.” Please update to reflect the current status of your products and business throughout your registration statement.

Response: We respectfully advise
the Staff that we have updated relevant disclosures throughout the Amended Registration Statement to reflect the current status of our
products and business.

Business, page 53

    3.
    We note your response to prior comment 5 and reissue in part. Please revise to describe your partnership with Unilever in more detail. Disclose the material terms of the partnership and of the license agreements.

Response: We respectfully advise
the Staff that we have revised relevant disclosures in the Amended Registration Statement to further describe our commercial relationship
with Unilever in more detail. Additionally, we have disclosed the material terms of the license agreements on pages 62 and 63 of the
Amended Registration Statement. Further, we advise the Staff that we have not entered into a partnership agreement with Unilever.

Our Operations, page 61

    4.
    We note your response to our prior comment 6 and reissue in part. Please disclose the material terms of your agreements with these major customers, including but not limited to, the term and termination provisions of the agreement and the identity of the customers. Please also file the agreements as exhibits to the registration statement or tell us why you do not believe they are required to be filed. See Item 601(b)(10) of Regulation S-K.

Response: We respectfully advise
the Staff that we have revised the disclosures on page 12 of the Amended Registration Statement to disclose that we have no agreements
with our customers.

Principal Stockholders, page 72

    5.
    Please add your fourth director, Mr. Gallo, to the table.

Response: We respectfully advise
the Staff that we have included Mr. Gallo to the principal stockholders table included on page 77 of the Amended Registration Statement.

Resale Prospectus, page A-1

    6.
    We note your disclosure indicating that the selling shareholders’ offers for shares of common stock “will occur at prevailing market prices or in privately negotiated prices.” Please revise to state the price at which the initial public offering shares will be sold prior to the sale of common stock by the selling shareholders.

Response: We respectfully advise
the Staff that we have revised relevant disclosure on page Alt-1 of the Amended Registration Statement to state the initial public offering
shares will be sold at an assumed initial offering price of $4.50 per share, which is the midpoint of the estimated offering price range
of between $4.00 and $5.00 per share for the shares of common stock to be sold in our initial public offering.

Prospectus Summary, page A-2

    7.

    Please revise to include a table of contents
for the resale prospectus.

Response: We respectfully advise the Staff
that we have included a table of contents for the resale prospectus on page Alt-i of the Amended Registration Statement.

    8.
    For each of the shares being registered for resale, disclose the price that the selling shareholders paid for such shares.

Response: We respectfully submit
to the Staff that the requested information is not required to be disclosed in a registration statement on Form S-1, Item 501 of Regulation
S-K, Item 507 of Regulation S-K, other rules of the Commission or existing Staff guidance, and the requested information is not material
to investors. Additionally, we note that disclosure of the price selling shareholders paid or their shares on the cover page (or elsewhere
in the prospectus) is not customary in registration statements. Nevertheless, set forth in Exhibit A of this letter is a schedule
disclosing the price that selling shareholders paid for each of the shares being registered for resale.

    2

Notes to the Condensed Consolidated Financial Statements, page F-7

    9.
    We note from disclosures included elsewhere in your filing you sold convertible notes during the nine months ended September 30, 2023. In this regard, please revise your notes to the condensed consolidated financial statements to include material terms of the convertible notes payable and how they have been accounted for in the financial statements.

Response: We respectfully advise
the Staff that we have included disclosures in Note 16 to our condensed consolidated financial statements ended December 31 2023, to
include material terms of the convertible notes sold during the twelve months ended December 31, 2023. Further, all convertible notes
are recognized as current liabilities in our accounts payable.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation,
page F-8

    10.
    We note your response to our comment number 9 in which you reply that you have deleted “previous references to accounting policies adopted in Brazil and referring only to accounting policies adopted under U.S. GAAP.” These changes do not appear to have been completed in the Form S-1. For example, in your Use of Estimates disclosure, on page F-9, you disclose that you prepared the financial statements in accordance with accounting policies adopted in Brazil. Please revise your disclosures accordingly.

Response: We respectfully advise
the Staff that we have updated relevant disclosures on pages F-11 and F-40 of the Amended Registration Statement to delete references
to accounting policies adopted in Brazil and referring only to accounting principles generally accepted in the United States of America
(U.S. GAAP).

Independent Auditor’s Report on Financial
Statements

Corporate Constitution, page F-18

    11.
    We note the emphasis paragraph of your auditor’s report states “...for comparative purposes, we are presenting the consolidated financial statements for 2020 and 2021 of the respective Companies, according to the individual and consolidated reports issued by the external auditor.” The report further notes that “Our opinion is unchanged on this subject.” Please clarify for us whether such financial statements have been in fact audited on a consolidated basis for the 2020 and 2021. In this regard, an auditor’s report for the years ended December 31, 2020 and 2021 has not been provided. A reorganization of entities under common control that involves the transfer of a business ordinarily will result in a change in reporting entity that requires retrospective presentation of the new reporting entity for all periods presented using historical cost basis of the parent.

Response:  We respectfully submit
to the Staff that our external auditor’s audits of the financial statements of Boni Logística Ltda and BR Brands S.A., the
Company’s subsidiaries in Brazil, for the fiscal years ended December 30, 2020 and 2021 were conducted individually and were not
conducted on a consolidated basis due to the lack of common control among our subsidiaries during these periods. For the fiscal years
ended December 31, 2022 and 2023, the financial statement audits of our subsidiaries were completed on a consolidated basis with preparation
and presentation of consolidated financial statements adhering to relevant consolidated financial statements accounting standards.

Statement of Changes to Shareholders’
Equity, page F-22

    12.

    Please explain why the balance for all
    equity accounts at 12/31/2021 are nil on the face of your audited statement of change in shareholders’ equity and do not agree
    to the corresponding balances reflected on the statement of change in shareholders’ equity for nine month period ended
    September 30, 2023. Reconcile for us and correct the discrepancy. Additionally, we note a capital increase in the amount of
    1,008,590 during the fiscal year ended December 31, 2022; however, we did not find any related disclosure surrounding the change in
    the notes to the financial statements. Please revise accordingly, and disclose the changes in the number of shares of equity
    securities for each period presented in accordance with ASC 505-10-50-2.

Response: The balances for all equity
accounts at 2021 are nil, as the Company was incorporated in 2022, the balances reported in the third quarter of 2023 referring to the
initial balance of 2021 were from companies that were acquired in 2022 after the creation of the Company, therefore, the balances should
not be disclosed. Furthermore, the financial statements for the year ended December 2023 as well as the financial statements for the first
quarter of 2024 were issued with the correct balances.

    3

Notes to the Financial Statements, page F-25

    13.
    Please revise your notes to the financial statements to include the disclosures required by ASC 740-10-50, as applicable.

Response: We
respectfully advise the staff that we have updated disclosures required by ASC 740-10-50 included in page F-27.

Main Accounting Practices

Consolidated Financial Information, page F-34

    14.
    We note from your disclosures the consolidated financial statements presented in the tables on pages F-26 and F-34 are intended to provide information for comparative purposes and result from the aggregation of the individual financial statements of its subsidiaries. You also disclose the individual financial statements of the subsidiaries were audited by the independent auditors, which were consolidated for purposes of presentation at BRB Foods Ltd. To help us better understand, please clarify how you prepared the financial statements and your principles for consolidation pursuant to Rule 4-08(a) of Regulation S-X. As part of your response, confirm whether the consolidated financial statements for the fiscal year ended December 31, 2021 included in the filing were audited on the basis of the new reporting entity. If not, revise to provide audited financial statements that are retrospectively adjusted to reflect the combination of entities under common control using the historical cost basis.

Response: We respectfully submit
to the Staff that the financial statements for the fiscal years ended December 31, 2020 and 2021 included on pages F-26 and F-34 of the
registration statement on Form S-1 filed by the Company with the Commission on January 17, 2024, were prepared for BR Brands S.A. and
Boni Logística Ltda, the Company’s subsidiaries in Brazil, on an individual basis and not on a consolidated basis because
no controlling company(ies) existed during these fiscal years. For the fiscal year ended December 31, 2022, during which 100% ownership
of BR Brands S.A. and Boni Logística Ltda was transferred to Thamuz LLC, which, in turn, is 100%-owned by the Company, the financial
statements were prepared and audited on a consolidated basis in accordance with relevant consolidated financial statements accounting
standards. As such, the consolidated financial statements for the fiscal year ended December 31, 2022 reflected the new corporate structure
and adhered to the financial statement consolidation principles pursuant to Rule 4-08(a) of Regulation S-X.

Exhibits

    15.
    Please file all material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to your registration statement. In this regard, we note references to your lock-up agreements. Please file copies of the agreements that are currently in place as exhibits to your registration statement or tell us why you believe you are not required to do so.

Response: We respectfully submit to the Staff that we have filed material agreements
as exhibits and we have filed a form of the lock-agreement as an exhibit to the Amended Registration Statement.

    4

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

    5

EXHIBIT A

Selling Shareholders’ Purchase Price Paid
For Shares of Common Stock

    Selling Shareholder
    No. of

 Shares
    Purchase

 Price Per

 Share

    MALP Holdings
      772,500
    $ 2.75

    Daniela Serio Bonifacio
      100,000
    $ 2.75

    Guilherme Reif Carvalhaes
      8,000
    $ 2.75

    Christopher Charles Le Jeune
      70,000
    $ 5.00

    Christopher Charles Le Jeune
      51,195 1
    $ 2.93 1

    Philippe De Cock De Rameyen
      2,400
    $ 0.01

    Antoine De Sejournet De Remeignies
      5,000
    $ 0.01

    Erik Jakob Engstrom
      2,000
    $ 5.00

    Robert Osselaer
      5,000
    $ 5.00

    Caroline Sorel
      5,000
    $ 5.00

    Patrick Georges Vanherck
      2,000
    $ 2.00

    AC Skaf Holdings Ltd
      500,000
    $ 2.75

    Accelera Solutions S.A.
      275,000
    $ 2.75

    Jasper Holdings LLC
      25,597 2
    $ 2.93 2

    Mont Saint Consultoria E Investimentos Ltda
      14,744 3
    $ 2.93 3

    Opencap Global Inc.
      145,000
    $ 2.75

    Philip R H Connor LLC
      4,266 4
    $ 2.93 4

    PRHC LLC
      260,600
    $ 1.00

    Randwyck LLC
      40,000
    $ 1.00

    SMC Family Limited Partnership
      233,000
    $ 1.00

    SMC Family Limited Partnership
      4,266 5
    $ 2.93 5

1 51,195 shares of common stock underlying the conversion of
$150,000 of convertible notes at a conversion price equal to 65% of the offering price per share of common stock in our initial public
offering, which is assumed to be $4.50 per share (which is the midpoint of the range set forth on the cover page of the public offering
prospectus included in the Amended Registration Statement).

2 25,597 shares of common stock underlying the conversion of
$75,000 of convertible notes at a conversion price equal to 65% of the offering price per share of common stock in our initial public
offering, which is assumed to be $4.50

United States securities and exchange commission logo
January 30, 2024
Paulo Bonifacio
Chief Executive Officer and President
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Registration Statement on Form S-1
File No. 333-276557
Filed on January 17, 2024
Dear Paulo Bonifacio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 9, 2023 letter.
Form S-1 filed January 17, 2024
Cover Page
1.Please revise to state the number of shares of common stock to be offered. Refer to Item
501(b)(2) of Regulation S-K and Securities Act Rules C&DI 227.02.
Summary, page 23
2.We note disclosure on page 23 "In 2023, we intend to offer a series of new products from
different brands such as beans, rice, cassava, corn, potato and pasta products from Arisco,
Maizena, Knorr and Mãe Terra." Please update to reflect the current status of your
products and business throughout your registration statement.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Inc.
 January 30, 2024 Page 2
 FirstName LastNamePaulo Bonifacio
BRB Foods Inc.
January 30, 2024
Page 2
Business, page 61
3.We note your response to prior comment 5 and reissue in part. Please revise to describe
your partnership with Unilever in more detail. Disclose the material terms of the
partnership and of the license agreements.
Our Operations, page 61
4.We note your response to our prior comment 6 and reissue in part. Please disclose the
material terms of your agreements with these major customers, including but not limited
to, the term and termination provisions of the agreement and the identity of the customers.
Please also file the agreements as exhibits to the registration statement or tell us why you
do not believe they are required to be filed. See Item 601(b)(10) of Regulation S-K.
Principal Stockholders, page 72
5.Please add your fourth director, Mr. Gallo, to the table.
Resale Prospectus, page A-1
6.We note your disclosure indicating that the selling shareholders' offers for shares of
common stock "will occur at prevailing market prices or in privately negotiated prices."
Please revise to state the price at which the initial public offering shares will be sold prior
to the sale of common stock by the selling shareholders.
Prospectus Summary, page A-2
7.Please revise to include a table of contents for the resale prospectus.
8.For each of the shares being registered for resale, disclose the price that the selling
shareholders paid for such shares.
Notes to the Condensed Consolidated Financial Statements , page F-7
9.We note from disclosures included elsewhere in your filing you sold convertible notes
during the nine months ended September 30, 2023. In this regard, please revise your notes
to the condensed consolidated financial statements to include material terms of the
convertible notes payable and how they have been accounted for in the financial
statements.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation, page F-8
10.We note your response to our comment number 9 in which you reply that you
have deleted "previous references to accounting policies adopted in Brazil and referring
only to accounting policies adopted under U.S. GAAP."  These changes do not appear to
have been completed in the Form S-1.  For example, in your Use of Estimates disclosure,

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Inc.
 January 30, 2024 Page 3
 FirstName LastNamePaulo Bonifacio
BRB Foods Inc.
January 30, 2024
Page 3
on page F-9, you disclose that you prepared the financial statements in accordance with
accounting policies adopted in Brazil.  Please revise your disclosures accordingly.
Independent Auditor's Report on Financial Statements
Corporate Constitution, page F-18
11.We note the emphasis paragraph of your auditor's report states "...for comparative
purposes, we are presenting the consolidated financial statements for 2020 and 2021 of the
respective Companies, according to the individual and consolidated reports issued by the
external auditor." The report further notes that "Our opinion is unchanged on this
subject." Please clarify for us whether such financial statements have been in fact audited
on a consolidated basis for the 2020 and 2021. In this regard, an auditor's report for the
years ended December 31, 2020 and 2021 has not been provided. A reorganization of
entities under common control that involves the transfer of a business ordinarily
will result in a change in reporting entity that requires retrospective presentation of the
new reporting entity for all periods presented using historical cost basis of the parent.
Statement of Changes to Shareholders' Equity, page F-22
12.Please explain why the balance for all equity accounts at 12/31/2021 are nil on the face of
your audited statement of change in shareholders' equity and do not agree to the
corresponding balances reflected on the statement of change in shareholders' equity for
nine month period ended September 30, 2023. Reconcile for us and correct the
discrepancy. Additionally, we note a capital increase in the amount of 1,008,590 during
the fiscal year ended December 31, 2022; however, we did not find any related
disclosure surrounding the change in the notes to the financial statements. Please revise
accordingly, and disclose the changes in the number of shares of equity securities for each
period presented in accordance with ASC 505-10-50-2.
Notes to the Financial Statements, page F-25
13.Please revise your notes to the financial statements to include the disclosures required by
ASC 740-10-50, as applicable.
Main Accounting Practices
Consolidated Financial Information, page F-34
14.We note from your disclosures the consolidated financial statements presented in the
tables on pages F-26 and F-34 are intended to provide information for comparative
purposes and result from the aggregation of the individual financial statements of its
subsidiaries. You also disclose the individual financial statements of the
subsidiaries were audited by the independent auditors, which were consolidated for
purposes of presentation at BRB Foods Ltd. To help us better understand, please clarify
how you prepared the financial statements and your principles for consolidation pursuant
to Rule 4-08(a) of Regulation S-X. As part of your response, confirm whether

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Inc.
 January 30, 2024 Page 4
 FirstName LastName
Paulo Bonifacio
BRB Foods Inc.
January 30, 2024
Page 4
the consolidated financial statements for the fiscal year ended December 31, 2021
included in the filing were audited on the basis of the new reporting entity. If not, revise to
provide audited financial statements that are retrospectively adjusted to reflect the
combination of entities under common control using the historical cost basis.
Exhibits
15.Please file all material contracts required by Item 601(b)(10) of Regulation S-K as
exhibits to your registration statement. In this regard, we note references to your lock-up
agreements. Please file copies of the agreements that are currently in place as exhibits to
your registration statement or tell us why you believe you are not required to do so.
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mitchell Lampert

CORRESP
1
filename1.htm

BRB Foods Inc.

Rua Doutor Eduardo de Souza Aranha

387 – Conjunto 151, Sao Paulo, SP 04543-121

VIA EDGAR

January 17, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

    Re:
    BRB Foods Ltd.

Amendment No. 1 to Draft Registration Statement on Form
S-1

CIK No. 0001976870

Submitted on October 17, 2023

Dear Ms. Sidwell:

BRB Foods Inc. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 1 to Draft Registration
Statement on Form S-1 on October 17, 2023 as set forth in the Staff’s letter dated November 9, 2023 (the “Comment Letter”).
Concurrently with filing of this letter, the Company is filing an amended Draft Registration Statement on Form S-1 (the “Amended
Registration Statement”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.

Draft Registration Statement on Form S-1 filed
10/17/23

Cover Page

    1.
    We note
your response to prior comment 3 and reissue in part. Please revise to prominently disclose the warrant and underlying shares on the
cover page.

Response: We respectfully advise
the Staff that we have revised relevant disclosures on the cover page of the Amended Registration Statement to prominently disclose the
underwriter’s warrant and underlying shares.

Certain Relationships and Related-Party Transactions,
page 9

    2.
    We note your revisions in response to prior comment 13. Since you have identified as a smaller reporting company, please revise your representation and disclosure to reflect the requirements of Item 404(d) of Regulation S-K. In addition, please revise to reflect the period specified in Item 404(a) of Regulation S-K .

Response: We respectfully advise
the Staff that we have revised our representation and disclosure on page 71 of the Amended Registration Statement to reflect the requirements
of Item 404(d) of Regulation S-K to clarify we have no reportable transactions in which the amount involved exceeds the lesser of $120,000
or one percent of the average of our total assets at year-end for our last two completed fiscal years. Further, we have revised relevant
disclosures on page 71 of the Amended Registration Statement to reflect the period specified in Item 404(a) of Regulation S-K.

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations for the years ended December
31, 2022 and 2021, page 53

    3.

    We refer to your results of operations
    discussion for the years ended December 31, 2022 and 2021. We note you have included amounts related June 30, 2023 and March 31,
    2023 and corresponding prior periods as part of your year over year discussion. Your presentation is confusing. Please separate your
    interim results from your year over year discussion or remove the information that is not relevant to the period being discussed.
    You may consider tables to show the components of the changes affecting your results of operations. Further, we note there does not
    appear to be interim financial information covering the quarters ended March 31, 2023 and March 31, 2022. Thus, your discussion of
    these period without corresponding information is difficult for a reader to follow. Please advise or revise
    accordingly .

Response: We respectfully advise
the Staff that we have revised the disclosures in the MD&A section of the Amended Registration Statement to separate discussions of
our interim results from our year-over-year results and to remove information irrelevant to the respective period being discussed. Further,
we have updated previously incomplete discussions to include all relevant information currently available.

    4.
    We note that your narrative discussion for the components of the results of operations appear to be primarily quantitative. For example, your discussion of Gross profit, on page 54, outlines the percentage and dollar changes from period to period but does not describe the underlying reasons for these material changes in qualitative terms. Please revise your disclosure of results of operations to include a qualitative discussion of the material changes, from period-to-period, in the line items presented. Refer to the guidance in Instructions to paragraph (b) of Item 303 of Regulation S-K.

Response: We respectfully advise
the Staff that we have revised the disclosures in the MD&A section of the Amended Registration Statement to include qualitative discussions
of the material changes, from period-to-period, for the line items comprising the components of the results of our operations.

Business

Overview, page 59

    5.
    We note that you disclose a strategic partnership and license agreements with Unilever. Please revise to describe your partnership with Unilever in more detail. Disclose the material terms of the partnership and of the license agreements. Please confirm that the license agreements that will be filed as exhibits to the registration statement reflect all written arrangements between you and Unilever.

Response: We respectfully advise
the Staff that we have revised relevant disclosures in the Amended Registration Statement to clarify that we have entered into licensing
agreements with Unilever (and certain Unilever-related entities) only. Additionally, we have disclosed the material terms of the license
agreements on page 60 of the Amended Registration Statement. Further, we confirm that the license agreements that will be filed as exhibits
to the Amended Registration Statement reflect all the written agreements between Unilever and the Company.

Our Operations, page 60

    6.

    We note from your disclosure that your
    wholesale customers include GPA, Carrefour and Sendas. Please describe BRB Food's dependence, if any, on one or a few major
    wholesale customers. Please disclose the material terms of your agreements with these customers, including but not limited to, the
    term and termination provisions of the agreement and the identity of the customers. Please also file the agreements as exhibits to
    the registration statement or tell us why you do not believe they are required to be filed. See
    Item 601(b)(10) of Regulation S-K.

Response: We respectfully advise
the Staff that we have revised the risk factor on page 12 of the Amended Registration Statement to disclose our dependence on certain
wholesale customers during the nine months ended September 30, 2023 and 2022 and during the years ended December 31, 2022 and 2021, “We depend on a major customer and the loss of this customer
could have a material adverse effect on our business, financial condition and results of operations.”

    2

Executive Compensation, page 67

    7.

    Please file the employment agreements with
    each of the executive officers as exhibits to your registration statement
    .

Response: We respectfully advise
the Staff that we have filed employment agreements we have entered into with each of our named executive officers as exhibits to the Amended
Registration Statement.

Note 1 Operating Context, page F-1

    8.
    We note your response to prior comment 18. Based upon your revised disclosure on page F-7 and F-24, it appears BR Brands S.A , Boni Logistica Ltda, Thamuz LLC, BRB Foods Ltd are entities under common control by members of the Bonifacio family, including Mr. Paulo Bonifacio, the beneficial owner of the majority of shares of the company. If true, ASC 250 requires that a change in the reporting entity or the consummation of a transaction accounted for in a manner similar to a pooling of interests, i.e., a reorganization of entities under common control, be retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change in reporting entity or the transaction occurred. If you do not believe this represents a transaction of entities are under common control, please explain why and provide us with an analysis which supports your determination. Notwithstanding the above, the presentation of pro forma financial information for the combined entities of BR Brands S.A and Boni Logistica Ltda in lieu of audited financial statements is not appropriate and should be removed.

Response: We respectfully advise
the Staff that we have revised relevant disclosures in the Amended Registration Statement and the Company believes that consummation of
a transaction accounted for in a manner similar to a pooling of interests, as we did with our entities, be retrospectively applied to
the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change
in reporting entity or the transaction occurred. Based on this determination, we have deleted “pro-forma” labels from our
financial statements included in the Amended Registration Statement.

    9.
    We note your response to prior comment 19; however, Note 2 on page F-9 and Note 3 on page F-28 continue to refer to the accounting policies adopted in Brazil. Please revise your disclosures accordingly .

Response: We respectfully advise
the Staff that we have revised relevant disclosures in the Amended Registration Statement by deleting previous references to accounting
policies adopted in Brazil and referring only to accounting policies adopted under U.S. GAAP.

Notes to the Condensed Financial Statements

Financial statements presentation currency,
page F-9

    10.
    We refer
to your financial statement presentation currency footnote on page F-9. You disclose the financial statements are presented in reais;
however, you disclose on page F-8 and elsewhere in the filing that your financial statements are reported in USD. Please revise the notes
to your financial statements to fix the discrepancies.

Response: We respectfully advise
the Staff that we have revised relevant disclosures in the Amended Registration Statement to clarify that our transactional currency is
Brazilian Reais and our reporting currency is the U.S. Dollars.

    3

Notes to the Financial Statements

Main Accounting Practices

Segments, page F-28

    11.
    We note your response to prior comment 22; however, we did not find the segment related disclosures on page F-29 and re-issue the comment in its entirety.

Response: In response to the
Staff’s comments, we have revised the notes to the financial statements beginning on page F-33 of the Amended Registration
Statement to clarify the Company does not comply with disclosure necessary requirements outlined in ASC 280-10-50, since:

 ● Aggregation
                                            is consistent with the objectives and basic principles of ASC 280.

 ● The
                                            segments have similar economic characteristics.

 ● The
                                            segments are similar with respect to the following four qualitative characteristics:

 o The nature of the products and services.

 o The nature of the production processes.

 o The type or class of customer for their products and services.

 o The methods used to distribute their products or provide their services.

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq.,
Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559.

    Sincerely,

    /s/ Bruno Bonifacio

    Bruno Bonifacio

Chief Executive Officer and Director

    cc:

    Mitchell L. Lampert, Esq.

    Robinson & Cole LLP

4

United States securities and exchange commission logo
November 9, 2023
Paulo Bonifacio
Chief Executive Officer and President
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
CIK No. 0001976870
Submitted on October 17, 2023
Dear Paulo Bonifacio:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 filed 10/17/23
Cover Page
1.We note your response to prior comment 3 and reissue in part. Please revise to
prominently disclose the warrant and underlying shares on the cover page.
Certain Relationships and Related-Party Transactions, page 9
2.We note your revisions in response to prior comment 13. Since you have identified as a
smaller reporting company, please revise your representation and disclosure to reflect the
requirements of Item 404(d) of Regulation S-K. In addition, please revise to reflect the
period specified in Item 404(a) of Regulation S-K.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Inc.
 November 9, 2023 Page 2
 FirstName LastName
Paulo Bonifacio
BRB Foods Inc.
November 9, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the years ended December 31, 2022 and 2021, page 53
3.We refer to your results of operations discussion for the years ended December 31, 2022
and 2021. We note you have included amounts related June 30, 2023 and March 31, 2023
and corresponding prior periods as part of your year over year discussion.
Your presentation is confusing. Please separate your interim results from your year over
year discussion or remove the information that is not relevant to the period being
discussed. You may consider tables to show the components of the changes
affecting your results of operations. Further, we note there does not appear to be interim
financial information covering the quarters ended March 31, 2023 and March 31, 2022.
Thus, your discussion of these period without corresponding information is difficult for a
reader to follow. Please advise or revise accordingly.
4.We note that your narrative discussion for the components of the results of operations
appear to be primarily quantitative. For example, your discussion of Gross profit, on page
54, outlines the percentage and dollar changes from period to period but does not describe
the underlying reasons for these material changes in qualitative terms. Please revise your
disclosure of results of operations to include a qualitative discussion of the material
changes, from period-to-period, in the line items presented. Refer to the guidance in
Instructions to paragraph (b) of Item 303 of Regulation S-K.
Business
Overview, page 59
5.We note that you disclose a strategic partnership and license agreements with Unilever.
Please revise to describe your partnership with Unilever in more detail. Disclose the
material terms of the partnership and of the license agreements. Please confirm that the
license agreements that will be filed as exhibits to the registration statement reflect all
written arrangements between you and Unilever.
Our Operations, page 60
6.We note from your disclosure that your wholesale customers include GPA, Carrefour and
Sendas. Please describe BRB Food's dependence, if any, on one or a
few major wholesale customers. Please disclose the material terms of your agreements
with these customers, including but not limited to, the term and termination provisions of
the agreement and the identity of the customers. Please also file the agreements as exhibits
to the registration statement or tell us why you do not believe they are required to be filed.
See Item 601(b)(10) of Regulation S-K.
Executive Compensation, page 67
7.Please file the employment agreements with each of the executive officers as exhibits to
your registration statement.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Inc.
 November 9, 2023 Page 3
 FirstName LastName
Paulo Bonifacio
BRB Foods Inc.
November 9, 2023
Page 3
Note 1 Operating Context, page F-1
8.We note your response to prior comment 18. Based upon your revised disclosure on page
F-7 and F-24, it appears BR Brands S.A , Boni Logistica Ltda, Thamuz LLC, BRB Foods
Ltd are entities under common control by members of the Bonifacio family, including Mr.
Paulo Bonifacio, the beneficial owner of the majority of shares of the company. If true,
ASC 250 requires that a change in the reporting entity or the consummation of a
transaction accounted for in a manner similar to a pooling of interests, i.e., a
reorganization of entities under common control, be retrospectively applied to the
financial statements of all prior periods when the financial statements are issued for a
period that includes the date the change in reporting entity or the transaction occurred. If
you do not believe this represents a transaction of entities are under common control,
please explain why and provide us with an analysis which supports your determination.
Notwithstanding the above, the presentation of pro forma financial information for the
combined entities of BR Brands S.A  and Boni Logistica Ltda in lieu of audited financial
statements is not appropriate and should be removed.
9.We note your response to prior comment 19; however, Note 2 on page F-9 and Note 3 on
page F-28 continue to refer to the accounting policies adopted in Brazil. Please revise your
disclosures accordingly.
Notes to the Condensed Financial Statements
Financial statements presentation currency, page F-9
10.We refer to your financial statement presentation currency footnote on page F-9. You
disclose the financial statements are presented in reais; however, you disclose on page F-8
and elsewhere in the filing that your financial statements are reported in USD. Please
revise the notes to your financial statements to fix the discrepancy.
Notes to the Financial Statements
Main Accounting Practices
Segments, page F-28
11.We note your response to prior comment 22; however, we did not find the segment related
disclosures on page F-29 and re-issue the comment in its entirety.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Inc.
 November 9, 2023 Page 4
 FirstName LastName
Paulo Bonifacio
BRB Foods Inc.
November 9, 2023
Page 4
            Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mitchell Lampert

United States securities and exchange commission logo
June 5, 2023
Paulo Bonifacio
Chief Executive Officer and President
BRB Foods Ltd
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Vila Nova Conceicao,
Sao Paulo, SP 04543-121
Re:BRB Foods Ltd
Draft Registration Statement on Form S-1
CIK No. 0001976870
Submitted May 15, 2023
Dear Paulo Bonifacio:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 15, 2023
General
1.Your prospectus is incomplete in many places. It includes sections that have been
bracketed indicating that you plan to make changes, and sections where you state that you
will add discussion. In your next amendment, please submit a substantially complete
prospectus so that we can adequately analyze your disclosure. As examples only, we note
that you intend to discuss a reorganization, the Unilever partnership, trademarks and IP,
R&D activities, descriptions of customers and customer growth, and descriptions of
management experience.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 2
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 2
2.Please revise to include a separate section on enforcement of liabilities addressing the
enforcement risks related to civil liabilities due to your subsidiaries and your officers and
directors being located in Brazil. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in Brazil, lack of reciprocity and treaties, and cost and time constraints. Also, please
disclose these risks in the business section, which should contain disclosures consistent
with the separate section. Additionally, please identify in this section each officer and
director located in Brazil and disclose that it will be more difficult to enforce liabilities
and enforce judgments on those individuals.
Cover Page
3.We note your disclosure on pages 7 and 67 that you are registering the Representative's
Warrants and the common stock issuable upon exercise of such warrant. Please revise to
prominently disclose the warrant and underlying shares on the cover page. Please revise to
clearly state the appropriate conversion terms.
Summary
Financial Performance Summary, page 1
4.Please revise your disclosure in this section to reflect a balanced presentation of the
company's financial performance. For example, we note your disclosure on page 15
regarding your history of net losses and your disclosure on page 17 regarding your limited
operating history.
Our Corporate Information, page 6
5.Please provide an organizational chart outlining your corporate structure and illustrating
the relationships of the various entities discussed throughout the registration statement.
Noting that you appear to be planning a reorganization, please include organizational
charts before and after the reorganization, if applicable.
Risk Factors
Litigation concerning food quality, health, employee conduct and other issues..., page 16
6.Please revise your disclosure in this section to address the legal proceedings discussed on
page 56.
If we fail to establish and maintain effective internal controls..., page 21
7.We note your risk factor disclosure related to establishing and maintaining effective
internal controls.  Please tell us whether management has identified any material
weaknesses and if so, expand your disclosure to describe the nature and any remediation
efforts.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 3
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 3
Inflation and certain measures by the Brazilian government to curb inflation may adversely
affect us, page 26
8.We note your risk factor on page 26 regarding Brazilian inflation. Please update this risk
factor if recent inflationary pressures have materially impacted your operations. In this
regard, identify the types of inflationary pressures you are facing and how your business
has been affected. Please update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures.
Our founders shareholders will, in the aggregate, own at least..., page 29
9.We note your disclosure that the founder shareholders, to the extent they act together, will
control a majority of your voting power. Please revise to do the following:
•add prominent disclosure to the cover page that states that the founding shareholders
will exercise overall control;
•identify the founding shareholders;
•explain whether or not you will be a controlled company pursuant to Nasdaq rules;
•include a discussion of the material terms of the shareholders agreement and file it as
an exhibit to the registration statement; and
•explain how the ownership of the founding shareholders is reflected in the table on
page 62.
Use of Proceeds, page 34
10.Please expand your disclosure in this section to describe in greater detail the specified
purposes for which the net proceeds are intended to be used and, if material amounts of
other funds will be necessary to accomplish the specified purposes, state the order of
priority of the specified purposes of the net proceeds and provide an estimate of the
amounts of such other funds and the sources thereof. If you have no specific plans for the
proceeds, discuss the principal reasons for the offering
Management's Discussion and Analysis of Financial Condition and Results of Operations
Strategy, page 42
11.Your disclosure in places describes actions that you plan to take in 2022. Please update
your disclosure in this section and wherever applicable so that it is current.
Directors and Executive Officers, page 57
12.Please expand on each person's principal occupations and employment during the past five
years; the name and principal business of any corporation or other organization in which
such occupations and employment were carried on; and whether such corporation or
organization is a parent, subsidiary or other affiliate of the registrant. Refer to Item 401(e)
of Regulation S-K.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 4
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 4
Certain Relationships and Related-Party Transactions, page 61
13.You have not included any information responsive to Item 404 of Regulation S-K.
However, on page F-22, you state that you entered into related party transactions with
some of your shareholders or other related parties. Please revise.
Security Ownership of Certain Beneficial Owners and Management, page 62
14.Please provide an address for each Beneficial Owner. Refer to Item 403(a) of Regulation
S-K.
Report of Independent Registered Accounting Firm, page F-2
15.We note from your auditor's report your auditor examined rather than audited your
financial statements. In this regard, please tell us whether the financial statements for the
years ended December 31, 2022 and 2021 were audited or otherwise. If the financial
statements for the years ended December 31, 2022 and 2021 were audited in accordance
with the standards of the PCAOB, revise to include an audit opinion that complies with
the guidance outlined in PCAOB AS 3100. If they were not audited, revise to properly
provide audited financial statements that meet the requirements outlined in Article 8 of
Regulation S-X.
Income Statement, page F-4
16.Please revise to present EPS on the face of your income statement for each of the periods
presented. You may refer to ASC 260-10-45 for further guidance. Additionally, revise
your notes to the financial statements to include the disclosures required by ASC 260-10-
50, as applicable.
Note 1. Operating Context, page F-7
17.We note BRB Foods Ltd. is a holding company whose subsidiaries include BR BRANDS
S.A. and Boni Logistica Ltda. In this regard, please explain to us and revise your notes to
the financial statements to disclose how BR BRANDS S.A. founded on December 1, 2020
and Boni Logistica Ltda. founded on February 26, 2020 became subsidiaries of BRB
Foods Ltd which was incorporated on October 13, 2022.  Your revised disclosures should
clearly describe the organization of the company and its subsidiaries.
18.We note your presentation of pro forma consolidated financial statements within the notes
to the audited financial statements for purposes of providing comparative
financial information and were based on the aggregation of the individual financial
statements of its subsidiaries. We further note on page F-16 BRB Foods has no
operational activity or interests in other companies and the financial statements are being
presented as if the company had existed since December 31, 2020 and held 100% of the
equity interests in the subsidiaries. In this regard, please tell us how your presentation of
such information complies with the objectives or guidance outlined in Article 11 of

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 5
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 5
Regulation S-X.  Alternatively, revise to remove the pro forma financial information
accordingly
19.Please clarify for us the basis of preparation used to prepare the financial statements.  The
audit report on page F-2 refers to financial statements as following the generally accepted
accounting practices in the United States of America; however, page F-9 of the notes to
the financial statements state the financial statements were prepared and are being
presented in accordance with the accounting policies adopted in Brazil, under the terms of
Brazilian Corporate Law and the pronouncements, guidelines and technical
interpretations, issued by the Accounting Pronouncements Committee (CPC) and
approved by the CFC and in accordance with the bylaws of the “Company." We also note
elsewhere in the notes references to accounting policies adopted in Brazil. Please revise
your notes accordingly to fix the inconsistencies.
Notes to the Financial Statements
2. Function Currency, page F-10
20.We note from disclosures in the first paragraph of page F-10 management concluded BRL
is the company's functional currency and that you disclose elsewhere in the filing USD is
your reporting currency; however, on page F-13 you state Reais is the functional and
presentation currency. Please revise to fix the inconsistency.
Main Accounting Practices
Income Taxes, page F-13
21.Please revise your notes to comply with the disclosures requirements for public entities
pursuant to ASC 740-10-50.
Main Accounting Practices
Segments, page F-13
22.Please revise your notes to comply with the disclosures requirements outlined in ASC
280-10-50. Your disclosure should include:
•the factors used to identify your reportable segments, including the basis of
organization (for example, whether management has chosen to organize the public
entity around differences in products and services, geographic areas, regulatory
environments, or a combination of factors and whether operating segments have been
aggregated and;
•the types of products and services from which each reportable segment derives its
revenues.
Additionally, please note entity wide disclosures pursuant to ASC 280-10-50-38 are
required for all public entities include those public entities that have a single reportable
segment.

 FirstName LastNamePaulo Bonifacio
 Comapany NameBRB Foods Ltd
 June 5, 2023 Page 6
 FirstName LastName
Paulo Bonifacio
BRB Foods Ltd
June 5, 2023
Page 6
Revenue Recognition, page F-15
23.We note your revenue recognition policy on page F-15; however, we do not consider the
information sufficient in meeting the disclosure objective of the ASC 606-10-50. The
objective of the disclosure requirements is for an entity to disclose sufficient information
to enable users of financial statements to understand the nature, amount, timing, and
uncertainty of revenue and cash flows arising from your contracts with customers. For
example, please describe what a 'tax document' is and why this document is used as the
point of revenue recognition instead of transfer of title or the delivery of the product.
            You may contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing