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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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BBB FOODS INC (Name of Issuer) |
Class A Common Shares (Title of Class of Securities) |
G0896C103 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G0896C103 |
| 1 | Names of Reporting Persons
GIC Private Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,807,487.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percent of class represented by amount in Row (9) is based on 62,048,108 Class A Common Shares outstanding, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BBB FOODS INC | |
| (b) | Address of issuer's principal executive offices:
Av. Pdte. Masaryk 8, Polanco V Secc, Miguel Hidalgo, Mexico City, Mexico, 11560 | |
| Item 2. | ||
| (a) | Name of person filing:
GIC Private Limited ("GIC") | |
| (b) | Address or principal business office or, if none, residence:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912 | |
| (c) | Citizenship:
Singapore | |
| (d) | Title of class of securities:
Class A Common Shares | |
| (e) | CUSIP No.:
G0896C103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:
Reporting Person
GIC Private Limited
No. of Securities Beneficially Owned
5,807,487
Percent of Class (3)
9.36%
Sole Voting Power (1), (2)
4,744,096
Shared Voting Power (1), (2)
1,063,391
Sole Dispositive Power (1), (2)
4,744,096
Shared Dispositive Power (1), (2)
1,064,391
(1) GIC is a fund manager and only has 2 clients - the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 4,744,096 securities beneficially owned by it. GIC shares power to vote and dispose of 1,063,391 securities beneficially owned by it with MAS.
GIC is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. The GoS disclaims beneficial ownership of such shares.
(2) GIC disclaims membership in a group.
(3) Based on 62,048,108 Class A Common Shares outstanding, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 29, 2025. | |
| (b) | Percent of class:
9.36 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
4,744,096 | ||
| (ii) Shared power to vote or to direct the vote:
1,063,391 | ||
| (iii) Sole power to dispose or to direct the disposition of:
4,744,096 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,063,391 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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