SEC Form SC 13D/A filed by Betterware de Mexico S.A.B. de C.V. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

BETTERWARE DE MÉXICO, S.A.P.I. DE C.V.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

P1666E105

(CUSIP Number)

Luis Enrique Williams 549,

Colonia Belenes Norte

Zapopan, Jalisco, 45145, México

+52 (33) 3836-0500

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 21, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends the statement on Schedule 13D originally jointly filed with the U.S. Securities and Exchange Commission (the “SEC”) by Campalier, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Campalier”), and Luis German Campos Orozco, a Mexico citizen (“Mr. Campos” and, together with Campalier, the “Reporting Persons”) on February 25, 2022 (the “Original 13D” and, as amended by this Amendment No. 1, the “Schedule 13D”), relating to the Ordinary Shares of the Issuer. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Original 13D.

This Amendment No. 1 amends and supplements Item 5 of the Schedule 13D with respect to Reporting Persons, as set forth below.

Item 5. Interest in Securities of the Issuer.

(a) – (b)

As of the date hereof, each of the Reporting Persons may be deemed to have beneficial ownership of 20,019,793 Ordinary Shares, representing 53.65% of the outstanding Ordinary Shares. Each of the Reporting Persons may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 20,019,793 Ordinary Shares.

The Ordinary Shares beneficially owned by the Reporting Persons as a percentage of the outstanding Ordinary Shares of the Issuer presented in this Statement is based upon 37,316,546 Ordinary Shares outstanding as of July 6, 2022.

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 11, 2022

EXHIBIT 99.1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached (including any amendments thereto hereafter signed by the parties) and have duly executed this Joint Filing Agreement as of the date set forth below.

Dated: July 11, 2022

SCHEDULE I