January 2, 2020

Andres Campos
Chief Executive Officer
Betterware de Mexico, S.A. de C.V.
Luis Enrique Williams 549
Colonia Belenes Norte
Zapopan, Jalisco, 45145, M xico

       Re: Betterware de Mexico, S.A. de C.V.
           Amendment No. 2 to Registration Statement on Form F-4
           Filed December 11, 2019
           File No. 333-233982

Dear Mr. Campos:

      We have reviewed your amended 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 2,
2019 letter.

Amendment No. 2 to Registration Statement on Form F-4 filed December 11, 2019

Recent Developments Related to Betterware, page 26

1.     We note that you have included disclosures regarding Betterware's
operating results as of
       September 30, 2019, but you have not updated the interim financial
statements and related
       disclosures for Betterware. Please clearly disclose, if true, that these
are preliminary
       estimates of Betterware's operating results for the interim financial
period ended
       September 30, 2019. Further, we note that you provide disclosure
regarding, among other
       things, total items sold, net revenue, EBITDA, EBITDA margin, and free
cash flow, but
       you do not provide estimates for operating costs, gross margin, or other
similar line items
       that would balance your disclosure. In this regard, please revise your
registration
 Andres Campos
FirstName LastNameAndresde C.V.
Betterware de Mexico, S.A. Campos
Comapany2020
January 2, NameBetterware de Mexico, S.A. de C.V.
January 2, 2020 Page 2
Page 2
FirstName LastName
         statement to provide context for preliminary estimates, or remove
these estimates from
         your filing. Alternatively, please update your filing to include
interim financial statements
         and related disclosure for Betterware as of September 30, 2019, or
remove the preliminary
         estimates.
Launch of web app platform, page 27

2.       We note your disclosure that, "[i]n October 2019, Betterware launched
its B2C platform . .
         . introducing the sale of its products through a unique business model
that connects the
         distribution network and the web app platform." With a view to
understanding your
         business, please provide additional detail regarding this "unique
business model,"
         including how it differs from your current operations, and how it
connects the distribution
         network and the web app platform. For example, disclose whether
customers purchase
         items directly from the company through the platform, purchase from a
distributor through
         the platform, and/or any other manner by which the platform connects
the distribution
         network with the app.
Offering of additional 4.5 million shares, page 27

3.       We note your disclosure that "[t]he new offering will allow local
institutional funds to
         participate in the Business Combination." Please clarify, if true,
that the funds will not be
         participating directly in the Business Combination, but will be
investing in the newly
         combined company. Alternatively, please clarify how these funds are
participating in the
         Business Combination.
Comparative Per Share Data, page 36

4.       It does not appear that Pro Forma Combined shareholders' equity
equivalent per share data
         - basic and diluted assuming no redemptions is properly computed based
on an exchange
         ratio of 3.30 DD3 shares. Please revise or advise.
General

5.       We note that section forty of Chapter XV of the Bylaws of Betterware
De Mexico, S.A.
         DE C.V. include an arbitration provision stating that "[a]ny dispute
resulting from these
         bylaws will be finally resolved in accordance with the Arbitration
Rules of the Mexican
         Arbitration Center (CAM), by an arbitrator appointed in accordance
with such rules. The
         language of the arbitration proceeding will be Spanish, and the place
of the arbitration
         proceeding will be Mexico City." Please amend your filing to include a
description of the
         provision, and amend your filing and exhibit to clearly disclose
whether this provision
         applies to federal securities law claims. If so, please amend your
filing to disclose the
         risks to shareholders, including but not limited to increased costs to
bring a claim, limited
         access to information and other imbalances of resources between the
company and
         shareholders, and that this provision could discourage claims or limit
shareholders' ability
         to bring a claim in a judicial forum that they find favorable. Please
also address any
 Andres Campos
Betterware de Mexico, S.A. de C.V.
January 2, 2020
Page 3
      uncertainty about the enforceability of the provision. Finally please
disclose that, by
      agreeing to be bound by the arbitration provision, investors cannot waive
your compliance
      with federal securities laws and the rules and regulations promulgated
thereunder.
       You may contact Ta Tanisha Meadows at (202) 551-3322 or William Thompson
at (202)
551-3344 if you have questions regarding comments on the financial statements
and related
matters. Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser
at (202) 551-
3222 with any other questions.



                                                          Sincerely,
FirstName LastNameAndres Campos
                                                          Division of
Corporation Finance
Comapany NameBetterware de Mexico, S.A. de C.V.
                                                          Office of Trade &
Services
January 2, 2020 Page 3
cc:       Jason Simon
FirstName LastName