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                            January 17, 2024

       Eduardo Pizzuto
       Chief Financial Officer
       BBB Foods Inc.
       R  o Danubio 51
       Col. Cuauht  moc
       Mexico City, Mexico 06500

                                                        Re: BBB Foods Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted December
27, 2023
                                                            CIK No. 0001978954

       Dear Eduardo Pizzuto:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              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.

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

       Prospectus Summary, page 1

   1.                                                   We note your response
to prior comment 3. Please revise to state in the prospectus
                                                        summary that Bolton
Partners Ltd. will beneficially own approximately 45% of the
                                                        company's voting power
and that Bolton Partners Ltd. will "have significant influence
                                                        over matters requiring
shareholder approval" as a result.
 Eduardo Pizzuto
FirstName
BBB FoodsLastNameEduardo    Pizzuto
            Inc.
Comapany
January 17,NameBBB
           2024      Foods Inc.
January
Page 2 17, 2024 Page 2
FirstName LastName
High rotation of our inventory to generate significant negative Operating
Working Capital, page
8

2.       We note your response to prior comment 8 and your revised disclosure.
We note
         additional disclosures on pages F-9, F-30, and F-66 that state
negative working capital is a
         source of cash flows. Please revise as appropriate.
Non-IFRS Financial Measures and Key Operating Metrics
Non-IFRS Financial Measures, page 22

3.       We note your response to prior comment 9 and your revised disclosure
to include the
         comparable IFRS measure. Please tell us why you believe current
assets, as opposed
         to working capital computed with IFRS amounts, is the most directly
comparable IFRS
         measure to operating working capital or revise accordingly.
Additionally, please tell us
         why you believe net loss, as opposed to net loss margin, is the most
directly comparable
         IFRS measure to EBITDA Margin and Adjusted EBITDA Margin or revise
accordingly.
4.       We note your response to prior comment 10. You state that under the
new definition,
         working capital "includes short-term debt and the current portion of
total lease liabilities."
         However, by adding these amounts back to operating working capital,
they are excluded
         from the measure as if they do not exist. Please revise to disclose
what a measure of
         current assets and liabilities that excludes both cash and current
debt/leases is supposed to
         tell investors and explain why it is useful. For example, you state it
measures your short-
         term liquidity but it is unclear how this measures your short-term
liquidity given that it
         excludes a portion of your current liabilities. You also state it
allows you to evaluate your
         ability to generate cash from daily operations, but the measure is
based on balance sheet
         amounts rather than cash flow. As previously requested, please tell us
how your
         presentation - which portrays a measure of working capital as if cash
and current
         debt/leases do not exist - complies with Item 10(e)(1)(ii)(A) of
Regulation S-K which
         generally prohibits excluding charges or liabilities that required or
will require cash
         settlement from non-GAAP liquidity measures.
5.       We note your response to prior comment 11 and are continuing to
evaluate it. Please tell
         us how your presentation of EBITDA - which adjusts net loss to
eliminate the normal,
         recurring, cash operating expense related to your leases - complies
with non-GAAP C&DI
         100.01.
6.       We note your response to prior comment 12 that you believe the actual
cash payments
         are a more accurate and transparent presentation of the actual direct
cash lease
         expense. We continue to believe the expense incurred rather than the
cash payment
         amounts are appropriate because you present Adjusted EBITDA as a
performance
         measure. Should you wish to present a non-IFRS performance measure
that includes the
         full expense of your leases, please revise accordingly.
 Eduardo Pizzuto
FirstName
BBB FoodsLastNameEduardo    Pizzuto
            Inc.
Comapany
January 17,NameBBB
           2024      Foods Inc.
January
Page 3 17, 2024 Page 3
FirstName LastName
       Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:      Todd Crider