S-1

As filed with the Securities and Exchange Commission on January17, 2024.

Registration No. [•]

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

FORM S-1REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________________

BRB FOODS INC.
(Exact name of registrant as specified in its charter)

________________________________

Wyoming	2000	92-1196935
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. employer identification number)

Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
São Paulo, SP, Brazil, 04543-121
+55 4040-5766(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________

Wyoming Discount Registered Agent, Inc.
36 Shadow Brook Lane
Lander, WY 82520
(775) 782-6587(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________

Copies to:

Mitchell L. Lampert, Esq.
Robinson & Cole LLP
1055 Washington Boulevard
Stamford, CT 06901
Tel.: (203) 462-7559 Lawrence S. Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Tel.: +852-3923-1111

________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

•Public Offering Prospectus.    A prospectus to be used for the public offering of $8,000,000 of shares of common stock of the Registrant (the “Public Offering Prospectus”) through the underwriters named on the cover page of the Public Offering Prospectus.

•Resale Prospectus.    A prospectus to be used for the resale by the selling shareholders set forth therein of 2,538,267shares of common stock of the Registrant (the “Resale Prospectus”).

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

•they contain different front covers and back covers;

•they contain different Offering sections in the Prospectus Summary section;

•they contain different Use of Proceeds sections;

•the Capitalization and Dilution sections are deleted in the Resale Prospectus;

•a selling shareholder section is included in the Resale Prospectus;

•The Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Plan of Distribution section is inserted in its place; and

•the Legal Matters section in the Resale Prospectus on page Alt-14 deletes the reference to counsel for the underwriters.

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling shareholders.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY17, 2024

$8,000,000

of Common Stock

This is the initial public offering of shares of common stock of BRB Foods Inc., a corporation incorporated under the law of the State of Wyoming. We are offering $8,000,000 of shares of our common stock, par value $0.001 per share.

Prior to this offering and the sales of our common stock by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, there has been no public market for our common stock. We anticipate that the initial public offering price for our shares of common stock will be between $[•] and $[•] per share. Simultaneously with the initial public offering the selling shareholders (as defined herein) are offering up to 2,538,267shares of our common stock pursuant to the Resale Prospectus (as defined herein). We will not receive any proceeds from the sale of the shares of our common stock to be sold by the selling shareholders.

We will apply to have the shares of our common stock listed on the NYSE American under the symbol “[•]”. If our application to have the shares of common stock listed on the NYSE American is not approved, we will not proceed with this offering.

We have also agreed to issue warrants exercisable for shares of our common stock equal to 7.0% of the aggregate number of shares sold in this offering, exercisable at a price per share equal to 125% of the initial public offering price per share in this offering, to the representative of the underwriters See “Underwriting”.

After the completion of this offering, Mr.Paulo R. Bonifacio will continue to own a majority of the voting power of shares eligible to vote in the election of our directors, representing approximately [•]% of the combined voting power of our outstanding common stock assuming no exercise of the underwriters’ option to purchase additional shares of common stock. As a result, we will be a “controlled company” within the meaning of the listing rules of the NYSE American. As a result, we will be exempt from certain corporate governance requirements set forth in the listing rules of the NYSE American. However, we do not expect to rely on the “controlled company” exemption under the listing standards of the NYSE American. See “Management — Corporate Governance” and “Principal Stockholders”. Following the completion of this offering, public investors will own approximately [•]%, representing approximately [•]% of the combined voting power, of our outstanding shares of common stock assuming no exercise of the underwriters’ option to purchase additional shares of common stock.

We are an “emerging growth company” as defined under the federal securities laws and, as such, we will be subject to certain reduced reporting requirements after this offering. See “Prospectus Summary — Emerging Growth Company Status”.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities and before purchasing shares of our common stock.

	Per Share		Total
Initial public offering price	$	[•]	$	[•]
Underwriting discounts and commissions(1)	$	[•]	$	[•]
Proceeds, before expenses, to us(2)	$	[•]	$	[•]
	$	[•]	$	[•]

____________

(1)We have also agreed to issue warrants exercisable for shares of our common stock equal to 7.0% of the aggregate number of shares sold in this offering, exercisable at a price per share equal to 125% of the initial public offering price per share in this offering, to the representative of the underwriters and to reimburse the underwriters for certain expenses. See “Underwriting” for a description of the compensation payable to the underwriters.

(2)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the over-allotment option we have granted to the underwriters as described below or the warrants being issued to the representative of the underwriters in this offering.

We have granted the underwriters an option exercisable for a period of 45 days from the date of this prospectus to purchase up to an additional [•] shares of common stock at the initial public offering price less underwriting discounts and commissions, solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $[•] and the total proceeds, before expenses, to us will be $[•].

Our auditor, Russell Bedford GM Auditores Independentes S/S, an independent registered public accounting firm headquartered in Brazil, is currently subject to PCAOB inspections and has not been inspected by the PCAOB on a regular basis. If the PCAOB is unable to inspect the work papers of our accounting firm, such lack of inspection could cause trading in our common stock to be prohibited, and as a result, an exchange may determine not to list or to delist our common stock. The delisting and the cessation of trading of our common stock, or the threat of our common stock being delisted and prohibited from being traded, may materially and adversely affect the value of your investment.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about [•], 2024.

Network 1 Financial Securities, Inc.

The date of this prospectus is [•], 2024

TABLE OF CONTENTS

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL AND OTHER DATA	10
RISK FACTORS	11
USE OF PROCEEDS	37
DIVIDEND POLICY	38
CAPITALIZATION	39
DILUTION	40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	42
BUSINESS	61
MANAGEMENT	66
EXECUTIVE COMPENSATION	69
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	71
PRINCIPAL STOCKHOLDERS	72
DESCRIPTION OF CAPITAL STOCK	73
SHARES ELIGIBLE FOR FUTURE SALE	74
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK	76
UNDERWRITING	80
LEGAL MATTERS	88
EXPERTS	88
WHERE YOU CAN FIND MORE INFORMATION	88
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

i

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and in any free writing prospectus. We and the underwriters have not authorized anyone to provide you with information different from that contained in this prospectus. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

Neither we, the selling shareholders, nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

Our logo and some of our trademarks and tradenames are used or incorporated by reference in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus may appear without the ®, trademark (™) and service mark (SM) symbols, but those references are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensor to these trademarks, tradenames and service marks.

We obtained the statistical data, market data and other industry data and forecasts described or incorporated by reference in this prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information. We have not sought the consent of the sources to refer to their reports appearing or incorporated by reference in this prospectus.

Market, Industry and Other Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources and on our knowledge of the markets for our services.

These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information and cannot assure you of its accuracy or completeness. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Presentation of Financial Information

We are a holding company and do not have any material operations of our own. We conduct our activities through our subsidiaries in Brazil, BR Brands S.A. (formerly BR Brands Ltda) and Boni Logistica Ltda., using the Brazilian Real (“BRL”), the currency of Brazil and our functional currency. Our reporting currency is the United States dollars (“US$” or “U.S. dollars”). All translations of Brazilian Real into U.S. dollars in our financial statements have been made at using the following criteria: (i) assets and liabilities translated to U.S. dollars using the exchange rate for the quarter; (ii) income statement, comprehensive income statement, and statement of cash flows translated to U.S. dollars using monthly average rates; and (iii) equity translated to U.S. dollars at the historical amount of composition. Exchange rate variations from the conversion of the aforementioned accounts are recognized in a specific account of equity named “Equity valuation adjustments”. No representation is being made that the Brazilian real amounts could have been, or could be, converted, realized or settled into U.S. dollars at such rate, or at any other rate.

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Forward-looking statements in this prospectus may include, for example, statements about:

•our current and future capital requirements to support our operations;

•our ability to maintain or protect the validity of our intellectual property;

•our ability to retain key executive members;

•our ability to hire and continue to hire qualified personnel;

•our ability to maintain and continue acceptance within the food industry;

•competitors and competition;

•our cash on hand and continued investment;

•the accuracy of our estimates regarding expenses and capital requirements; and

•regulation.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the law of the State of Wyoming; however, all our executive officers and directors and some of the experts named in this prospectus are located in Brazil and all or a substantial portion of their assets or of our assets are located outside the United States. As a result, it may be difficult for stockholders to effect service of process on our officers, directors and experts who are located outside of the United States, and any judgment obtained in the United States against any of our officers, directors or such experts may not be collectible within the United States. See “Risk Factors — Risks Related to Doing Business in Brail — Enforcement risks related to civil liabilities due to our subsidiaries and our officers and directors located in Brazil”.

iii

PUBLIC OFFERING PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the information under “Risk Factors,” “Business” and our financial statements and the related notes included elsewhere in this prospectus before investing in our common stock.

In this prospectus, unless otherwise stated or the context otherwise requires, references to “BRBF”, “Company,” “we,” “us,” “our,” or similar references mean BRB Foods Inc. and its subsidiaries on a consolidated basis.

Company Overview

BRB Foods Inc., (the “Company” or “BRBF”) is a manufacturer and distributor of dry food products sold under name brands licensed from Unilever Brasil Ltda, Unilever IP Holdings B.V., Mae Terra Produtos Naturais Ltda, and Conopco, Inc. d/b/a Unilever. Our company specializes in the entire process of acquiring, processing, manufacturing, selling and packaging high-quality dry food products that are distributed to and marketed at major retailers and food service establishments throughout Brazil. We employ sales personnel who prepare retail displays at the physical locations of products’ sales, also known as the Point of Sale. We generated total sales of approximately $9.5million for the nine-month period ended September30, 2023, and total sales of approximately $14.6million and $3.4 million during our fiscal years ended December31, 2022 and 2021, respectively.

Our product portfolio includes a wide range of dry food products such as pasta, rice, beans, corn, cassava, potato, snacks, and other dry food items that are produced under strict quality guidelines and procedures. Our most popular brand products include Knorr, Arisco, Maizena and Mãe Terra.

We are committed to sustainability and responsible sourcing. We work with local farmers and suppliers to ensure that our raw materials are ethically sourced and sustainably produced. Our production processes are designed to minimize waste and reduce our environmental impact. Since the beginning of activities in 2020, we have always been very clear that the entire approval process would be based on the pillars of the environmental, social, and corporate governance (“ESG”) philosophy, focusing on food safety, quality associated with excellence and tradition of brands and work safety, in addition to strict respect for the environment, sustainability and good market practices.

We work closely with our clients to ensure that their specific needs and requirements are met, and we strive to provide them with the highest level of customer service and product quality. Our state-of-the-art facilities utilize the latest technology to ensure that our products meet the highest standards of food safety and quality control. Our team of experienced professionals is dedicated to providing our clients with exceptional service and high-quality products that meet their specific needs. We are proud to partner with name brand food companies such as Unilever.

Financial Performance Summary

We began operations in 2020 (through our subsidiaries). As a result of our limited operating history, we have limited financial data that can be used to evaluate our current business, and such data may not be indicative of future performance. Since 2020, most of our free cash flow has been used to fund our operations and growth, capital expenditure investments, human resources and other expenses. As a result, we experienced losses in fiscal year 2021. In 2022, we carried out a series of management, asset and financial adjustments, laying the foundations for improving the Company’s performance for the year ended December 31, 2022. As a result, in the fiscal year of 2022, due to the increase in our performance, we did not record a net loss, but record a net profit of US$405,192. However, for the nine months ended September30, 2023, we recorded a net loss of approximately $4.7million.

Variations in commodities prices influenced by the war in Ukraine, the rise in the Brazilian real to US dollar exchange rate, a lack of lines of credit available to us as a result of our short credit history, and the reaction of competitors to our arrival in the market are the major external factors that posed significant challenges to the Company during fiscal year 2022.

In response to these events and changes in the market environment, we adopted short-term measures which had an immediate impact on our results and operations: we were able to anticipate the main variations in commodity prices and successfully passed on 100% of the overall price increases directly to the consumer via product price increases, therein being more reactive without harming our margins.

1

We have encountered, and expect to continue to encounter, risks and difficulties frequently experienced by growing companies, including challenges in financial forecasting accuracy, determining appropriate investments, developing new products and features, maintaining minimum cash and working capital levels, among others.

Despite these major challenges faced by the Company in 2022, we were able to record the best financial performance in the Company’s history in fiscal year 2022. During this period, processes were reviewed, costs were cut, therefore promoting a stronger and more efficient structure to the Company.

Although we did not record a net loss in fiscal year 2022, it is necessary to highlight that the continuance of our growth and expansion will require further investment, retention of cash and accrual of expenses, additional financing needs, which will adversely impact or may eliminate our profitability entirely.

The most visible consequences for our business were the additional leadership recruited from the São Paulo metropolitan region and the continued business with our major cash-and-carry companies, who were able to observe that we had full operational and financial capacity to fulfill all contracted orders during fiscal year 2022.

In light of all of the above, the Company was able to record an operating profit for fiscal year 2022 (if non-recurring items and the costs we had to absorb due to our strong growth are disregarded), which reinforces our certainty that we are on the right track.

For the nine-month period ended September30, 2023 and the fiscal years ended December 31, 2022 and 2021:

•Our revenues were US$9,518,470, US$14,630,002 and US$3,358,886 respectively.

•Our net profit (loss) was US$(4,703,090), US$405,192 and US$(173,435), respectively.

Market Opportunities

•Increase market performance in Brazil with national and international well-known brands with more than 100 years.

•Development of our fully-owned logistics company subsidiary to increase efficiency and expand tailor-made logistics services.

•Development of new products using the well-known brands utilized by the Company.

•Acquisition and mergers with existing companies in order to extend our presence even further and expanding the relationship with customers.

Competitive Strengths

In response to the market opportunities, we have the following competitive strengths:

•Multiple traditional brands.

•Well recognized for the quality of our licensed brands products.

•Strategic price position.

•Key commercial relationships with large supermarket chains.

•Brands with more than 100 years on the market.

•Deep logistics knowledge and fully-owned logistics company subsidiary providing operational logistics support.

•Experienced Management Team

Growth Strategy

Innovation, focus on the customer, sustainability, an agile cost-efficient structure, excellence in sales processes and customer experience, and absolute quality are the essential elements that we will increasingly strengthen from 2023 and beyond, seeking the national distribution of products previously regionalized and a standardization of the quality and prestige of the brands with which it operates.

2

The company aims to implement different sales strategy, unlike other companies in the industry. Our main focus is on the sell-out, which is an industry specific term that refers to actions taken at the physical location where the product is sold. Such sell-out actions are intended to promote more efficient product visibility for consumers, thereby, increasing final sales. Once combined with certain key elements, sell-out actions become a powerful tool for sales, as illustrated in the following graphic:

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.

We have a responsibility to deliver convenient, innovative and reliable products that respond to the needs of consumers and respect the cultures of our country. In addition, we are a vertically operated company and must ensure we make good use of assets, have cohesion in our values and practices, maintain win-win relationships in the value chain and cultivate leaders capable of adequately guiding the business.

Our strategic direction is based on strengthening as a national food company and paving the way to international operations through profitable growth, through the expansion of operational efficiency with optimization in the use of natural resources, reduction in the use of packaging and product development. We expect the expansion to take place through the following pillars:

•Current business growth through geographic diversification. To this end, we intend to pay particular attention to our portfolio, product mix and distribution channels, taking advantage of the existing logistics network, with a focus on agile processes.

•Entry into new planning categories that may occur organically or inorganically, focusing on products that have synergy with the current business and strategy. Entry into new categories will focus on expanding the Company’s portfolio, with brands and products with greater added value, increasing current margins.

To sustain our growth strategy, the Company relies on a business model and commercial strategy based on consistent investments in marketing, trade marketing, assertive pricing models, use of technology and new methodologies to meet market trends. Innovation is also an important pillar of the strategy. SAP Business One (a business management software designed for small and medium-sized businesses and sold by the software company SAP SE) was implemented for all sectors of the company as of the end of the first quarter of 2023, further increasing control and speed and accuracy of key information, thereby allowing the management team to make strategic data-based decisions on a daily-basis.

We rely on the involvement of all areas in the growth strategy and vision. The future foresees consolidation as a national and international food company, with diversified operations, sustainable growth and respect for origins. Our strategic planning is based on the following pillars:

•Strong performance in large consumer markets: we have a wide presence in the state of São Paulo, the largest consumer market in Latin America, and has excellent long-term relationship with large retailers and supermarkets and is present in more than 2,500 points of sale.

•Renowned brands: traditional and recognized brands, built over decades — a characteristic widely considered by consumers in their purchases, with 4 brands and 6 product families.

3

•Excellent operational and financial management: other than third-party operation centers, the Company has its own factory and warehouse, duly equipped, with balance sheets audited since 2020 and excellence in operational control.

•Significant growth: relevant sales growth since 2020, through gains in market share and entry into new markets, with the implementation of measures to improve operating results. All this in a segment with high growth potential (convenience foods) for the coming years.

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties that you should understand before making an investment decision. These risks are discussed more fully in the section entitled “Risk Factors,” following this prospectus summary. These include:

•Our principal assets are our indirect ownership interests in our subsidiaries BR Brands S.A. (formerly BR Brands Ltda) and Boni Logística Ltda. If these subsidiaries are restricted from distributing or otherwise transferring funds to us, pursuant to applicable law, regulation or otherwise, our liquidity, financial condition or results of operations could be materially and adversely affected;

•The categories in which we participate are very competitive, and if we are not able to compete effectively, our results of operations could be adversely affected;

•Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our profitability;

•Concerns with the safety and quality of our products could cause consumers to avoid certain products or ingredients;

•We rely heavily on certain vendors, suppliers, logistics suppliers and distributors, which could adversely affect our business;

•If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured;

•We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our products;

•We may be unable to grow our market share or add products that are in faster growing and more profitable categories;

•Our results may be negatively impacted in the event of termination or breach of the existing Intellectual Property License Agreements;

•Our results may be negatively impacted if consumers do not maintain their favorable perception of our licensed brands;

•Our reporting currency is the US dollar but a significant portion of our revenue and costs and expenses are denominated in Brazilian reais, so that exchange rate movements may affect our financial performance;

•Climate change and other sustainability matters could adversely affect our business;

•Economic downturns could limit consumer demand for our products;

•We have a history of net losses and may incur losses in the future;

•We may experience higher operating costs, including increases in supplier prices and employee salaries and benefits, which could adversely affect our financial performance;

•We could face workplace-related lawsuits and be subject to complex social security and employment laws;

•Litigation concerning food quality, health, employee conduct and other issues could require us to incur additional liabilities;

4

•We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures;

•We are subject to economic and political risk, the business cycles and credit risk of our customers and issuing banks and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations;

•Our insurance policies may not be sufficient to cover all claims;

•We are subject to regulatory activity and antitrust litigation under competition laws;

•Changes in tax laws, tax incentives, the termination of existing tax benefits or differing interpretations of tax laws may adversely affect our results of operations;

•The costs and effects of pending and potential future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations;

•If we lose key personnel our business, financial condition and results of operations may be adversely affected;

•Our operations may be adversely affected by a failure to timely obtain or renew any licenses required to operate our hubs;

•Requirements associated with being a public company in the United States will require significant company resources and management attention;

•Our holding company structure makes us dependent on the operations of our subsidiaries;

•We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs;

•The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions, could harm us and the price of our shares;

•Political instability and economic uncertainty in Brazil may adversely affect us;

•Exchange rate instability may have adverse effects on the Brazilian economy, and, as result, us;

•We are dependent on retail partners for a significant portion of our sales;

•We are dependent on certain third-party suppliers and contract manufacturers;

•There is no existing market for our shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our shares fluctuates after this offering, you could lose a significant part of your investment;

•The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders and you may lose all or part of your investment;

•Our ability to pay dividends to our shareholders may be restricted in the future by applicable laws and regulations and by the ability of our subsidiaries to pay dividends to us;

•We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the federal securities laws. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our

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three most highly compensated executive officers and have not included a compensation discussion and analysis, or CD&A, of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

•engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

•comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes”; or

•disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, an “emerging growth company” may use the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the earliest to occur of the following:

•the last day of the first fiscal year in which our annual gross revenues are at least $1.235 billion;

•the date on which we have, during the previous three-year period, issued more than $1 billion of non-convertible debt securities;

•the last day of the fiscal year during which the aggregate market value of our common equity securities held by non-affiliates as of our most recently completed second fiscal quarter is at least $700 million, we have been subject to public company reporting requirements for at least 12 months and we have filed at least one annual report as a public company; and

•the last day of our fiscal year following the fifth anniversary of the completion of this offering.

We cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for our securities and increased volatility in the price of our securities.

Implications of being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250million as of the prior September 30; or (ii) our annual revenues did not equal or exceed $100million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our Corporate Structure

In November, 2022 the Company and its then-existing shareholders undertook a corporate restructuring whereby: (i) all membership interests of Thamuz LLC were contributed to the Company by certain members of the Bonifacio family (Mr.Rafael Bonifacio, Mr.Bruno Bonifacio and Ms. Daniela S. Bonifacio), thereby making the Company the sole shareholder of Thamuz LLC. Thamuz LLC, in turn, is the 100% owner of each of BR Brands S.A. (formerly BR Brands Ltda) and Boni Logística Ltda., (both companies are incorporated under the laws of Brazil); and (ii) Mr.Paulo R. Bonifacio contributed to the capital of the Company, according to his services and vesting agreement. Mr.Paulo R. Bonifacio is (and shall be after the consummation of this offering) owner of record and beneficial owner of the majority of the shares of the Company and therefore is the controlling shareholder.

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The following diagram illustrates our corporate structure as of the date of this prospectus:

Corporate Information

We were incorporated in Delaware on October13, 2022. On September12, 2023, we filed articles of continuance with the Wyoming Secretary of State to continue from being a corporation governed by the Delaware General Corporation Law to a corporation governed by the Wyoming Business Corporation Act. Effective September28, 2023, we changed our state of incorporation from the State of Delaware to the State of Wyoming (the “Continuation”). and changed our corporate name from “BRB Foods Ltd.” to BRB Foods Inc. The Continuation was accomplished by the issuance of a certificate of continuance by the Secretary of State of the State of Wyoming on September28, 2023. Our subsidiaries include: Thamuz LLC, a Delaware limited liability company formed on June 2, 2022; Boni Logistica Ltda, a Brazilian limited company formed on February 26, 2020; and BR Brands S.A. (formerly BR Brands Ltda), a Brazilian corporation (sociedade anônima) formed on December 1, 2020. Our principal executive offices are located at Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151 Vila Nova Conceicão, São Paulo, SP 04543-121, Brazil. Our telephone number is +55 11 4040-5766. We maintain a website at www.brbf.com.br. The information contained on our website is not, and should not be interpreted to be, a part of this prospectus.

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The Offering

Common stock offered by us	$8,000,000 of shares of our common stock, or [•] shares of common stock, par value 0.001 per share.
Common stock immediately outstanding before this offering	12,000,000shares.
Common stock to be outstanding immediately after this offering	[•] shares.
Over-allotment option	We have granted the underwriters a 45-day option to purchase up to an additional [•] shares from us at the public offering price per share, less underwriting discounts and commissions, to cover over-allotments, if any.
Use of proceeds	We intend to use the net proceeds from this offering to fund (i) the purchase of raw materials; and (ii) for general corporate purposes including, including working capital, capital expenditures and operating expenses.
Representative’s Warrants	Upon closing of this offering, we have agreed to issue to the representative of the underwriters (the “Representative”) warrants (“Representative’s Warrants”) to purchase that number of shares of our common stock equal to 7.0% of the number of shares sold in the offering. The Representative’s Warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days following the commencement of sales in this offering and expiring on the fifth anniversary thereof at an exercise price of $[•] per share. See “Underwriting — Representative’s Warrants”. The registration statement of which this prospectus is apart also covers the Representative’s Warrants and the shares of our common stock issuable upon exercise of the Representative’s Warrants.
Lock-Up Agreements	We, our directors and officers and holders of the outstanding shares of our common stock have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any shares of our common stock or securities convertible into shares of our common stock for a period of 180 days after the closing date of the Offering. See “Underwriting — Lock-Up Agreements”.
Dividends	We do not anticipate paying any dividends in respect of shares of our common stock for the foreseeable future. See “Dividend Policy”.
Listing	We will apply to have the shares of our common stock offered hereby listed on the NYSE American under the symbol “•”. There can be no assurance that such application will be approved. If our application to list shares of our common stock on the NYSE American is not approved, we will not proceed with the offering.

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Risk factors

Investing in our common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as fully described below. The principal factors and uncertainties that make investing in our common stock risky include: •Our continuing need to raise capital •Risks related to our plans to expand our product offerings •Competition from companies with greater resources •Our ability to comply with new and existing government regulations in Brazil and abroad. See “Risk Factors,” beginning on page 11.

Transfer agent and registrar

VStock Transfer, LLC

The number of shares of our common stock to be outstanding immediately after this offering excludes the following:

•The number of shares of common stock (112,767 as of the date hereof) issuable upon conversion of convertible notes (said convertible notes convert at a conversion price equal to 65% of the offering price per share of common stock in this offering. which is assumed to be $4.00 per share);

•Shares of common stock issuable upon exercise of the Representative’s Warrants;

•Shares of common stock issuable upon exercise of the underwriters’ over-allotment option;

•Shares of common stock issuable upon conversion of existing stock options, restricted stock units or warrants that are issued and outstanding prior to this offering.

•815,000shares of common stock reserved for issuance under the 2023 Equity Incentive Plan.

Unless otherwise stated, all information in this prospectus assumes no exercise of the underwriters’ over-allotment option to purchase additional shares.

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Summary Consolidated Financial Data

The following table summarizes our consolidated statement of operations data for the nine months ended September30, 2023 and 2022 and for the years ended December 31, 2022 and 2021. The summary statement of operations data for the years ended December31, 2022 and 2021 and the summary balance sheet data as of December31, 2022 and 2021 have been derived from our audited consolidated financial statements as of and for the fiscal years ended December31, 2022 and 2021 included elsewhere in this prospectus. The summary statement of operations data for the nine months ended September30, 2023 and 2022 and the summary balance sheet data as of September30, 2023 have been derived from our unaudited interim consolidated financial statements as of and for the nine months ended September30, 2023 and 2022 included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with the generally accepted accounting principles in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods.

The following summary financial data should be read in conjunction with the sections of this prospectus entitled “Presentation of Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with our audited consolidated financial statements and related notes included elsewhere in this prospectus.

	For the Nine-Months Ended September 30, 2023 ($)			For the Nine-Months Ended September 30, 2022 ($)			For the Fiscal Year Ended December 31, 2022 ($)			For the Fiscal Year Ended December 31, 2021 ($)
Consolidated statement of operations data:
Revenues		9,518,470			9,489,782			14,630,002			3,358,886
Cost of sales		10,756,749			8,099,421			(11,982,695	)		(2,822,775	)
Gross margin (deficit)		(1,238,279	)		1,390,361			2,647,307			536,111
Operating expenses		2,651,920			(804,223	)		(1,465,956	)		(652,195	)
Profit (Loss) from operations		(3,890,199	)		586,138			1,179			(116	)
Financial income (expenses), net		(811,334	)		(446,573	)		(772,952	)		(57,352	)
Net Profit (Loss) before tax		(4,701,533	)		139,565			408,399			(173,436	)
Income Tax		1,557						(3,208	)		—
Net Profit (Loss)	$	(4,703,090	)	$	139,565		$	405,191		$	(173,436	)

	At September 30, 2023 ($)		At December 31, 2022 ($)		At December 31, 2021 ($)
Consolidated balance sheet data:
Cash and cash equivalents	219,125		18,475		55,005
Current assets	2,132,917		4,792,678		606,674
Total assets	3,208,139		5,037,570		692,625
Current liabilities	5,118,262		3,602,599		130,296
Total liabilities	6,452,995		3,779,880		811,743
Total stockholders’ (deficit) equity	(3,244,856	)	(1,257,690	)	(119,118	)
Total liabilities and stockholder’s (deficit) equity	3,208,139		5,037,570		692,625
Net working capital (deficit)	(2,985,345	)	1,190,079		476,378

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RISK FACTORS

The following section discusses material risks and uncertainties that could adversely affect our business and financial condition. Investing in our securities involves substantial risks. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus, including “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” and the combined consolidated financial statements and related notes thereto included elsewhere in this prospectus, before deciding to invest in our common stock.

Risks Related to Our Business and Industry

Our principal assets are our indirect ownership interests in our subsidiaries BR Brands S.A. (formerly BR Brands Ltda.) and Boni Logistica Ltda. If these subsidiaries are restricted from distributing or otherwise transferring funds to us, pursuant to applicable law, regulation or otherwise, our liquidity, financial condition or results of operations could be materially and adversely affected.

We have no material assets other than our indirect ownership of the equity interests in our subsidiaries in Brazil and no sources of revenue other than from our subsidiaries. To the extent that we need funds and our subsidiaries may be restricted under applicable law or regulation from paying dividends or making other distributions or are otherwise unable to provide such funds, such restrictions or inability could materially adversely affect our liquidity, financial condition, and results of operations.

Brazilian law permits the Brazilian government to impose temporary restrictions on conversions of Brazilian currency into foreign currencies and on remittances to foreign investors of proceeds from their investments in Brazil, whenever there is a serious imbalance in Brazil’s balance of payments or there are reasons to expect a pending serious imbalance. Although no such restrictions are currently in place, Brazilian banks may also impose similar restrictions on conversions and remittances. Any imposition of restrictions on conversions and remittances could hinder or prevent our Brazilian subsidiaries from converting Brazilian currency into US dollars or other foreign currencies and remitting dividends or distributions abroad. As a result, any imposition of exchange controls restrictions could reduce the market price of the shares of our common stock.

Cash repatriation restrictions and exchange controls may also limit our ability to convert foreign currencies such as the Real into US dollars or to remit payments by our Brazilian subsidiaries or businesses located in or conducted within a country imposing restrictions or controls. While we have repatriated cash historically, should we need to do so in the future to fund our operations, we may be unable to repatriate or convert such cash, or be unable to do so without incurring substantial costs which may have a material adverse effect on our operating results and financial condition.

The categories in which we participate are very competitive, and if we are not able to compete effectively, our results of operations could be adversely affected.

The food industry categories in which we participate, which correspond mainly to rice, beans, corn, pasta, potatoes and cassava which make up a significant part of Brazilian individuals’ basic food, are very competitive. Our principal competitors in these categories are manufacturers, as well as retailers with their own branded and private label products. Competitors also market and sell their products through the same distribution channels as we do, including brick-and-mortar stores and e-commerce. Some of our principal competitors have substantial financial, marketing, and other resources. In most product categories, we compete not only with other widely advertised branded products, but also with regional brands and with generic and private label products that are generally sold at lower prices. Competition in our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences. If our large competitors were to seek an advantage through pricing or promotional changes, we could choose to do the same, which could adversely affect our margins and profitability. If we choose not do the same, our revenues and market share could be adversely affected. Our market share and revenue growth could also be adversely impacted if we are not successful in introducing innovative products in response to changing consumer demands or to new product introductions by our competitors. If we are unable to build and sustain brand loyalty offering recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products.

In addition, our future success and earnings growth depend in part on our ability to be efficient in providing our products in highly competitive markets. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs through productivity gains or by eliminating redundant costs resulting from acquisitions or

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divestitures could adversely affect our profitability and weaken our competitive position. Many productivity initiatives involve complex reorganization of manufacturing facilities and production lines. Such manufacturing realignment may result in the interruption of production, which may negatively impact product volume and margins. We periodically engage in restructuring and cost savings initiatives designed to increase our efficiency and reduce expenses. If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could adversely affect our business and results of operations.

We may be unable to maintain our profit margins in the face of a consolidating retail environment.

There has been significant consolidation in the grocery industry, resulting in customers with increased purchasing power. In addition, large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing, increased payment deadlines and reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased promotional programs. If we are unable to use our scale, marketing expertise, product innovation, knowledge of consumers’ needs and product category leadership positions to respond to these demands, our profitability and volume growth could be negatively impacted. In addition, the loss of any large customer (e.g. supermarkets) could adversely affect our sales and profits.

We may be unable to maintain our profit margins in the face of loss of our tax benefits granted by Brazilian government.

Many of our products are included in the basic elements of food consumption in Brazil (cesta básica) and therefore are subject to a special tax treatment that enables us to benefit from certain tax relief that reduces most of our taxation burden (in particular, in relation to consumer taxes). If the Brazilian government reduces or eliminate these benefits, our sales may be negatively impacted and/or prices of our products will have to be increased, which may hinder the ability of poorer people to acquire our products.

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.

For the nine months ended September30, 2023, one wholesale customer represented approximately 11.1% of our revenues. As of September30, 2022, four wholesale customers represented approximately 18.1%, 15.1%, 11.3% and 7% of accounts receivable, net.

For the year ended December31, 2022, one wholesale customer represented 23.7% of our revenue. As of December31, 2022, two wholesale customers represented approximately 17.9% and 12.6% of accounts receivable, net.

Due to the concentration of revenues from a limited number of customers, if we do not receive the payments from, or if our relationships with said customers become impaired, our revenue, results of operation and financial condition will be negatively impacted.

In addition, we cannot assure that any of our customers in the future will not cease using our products, significantly reduce orders or seek price reductions in the future, and any such event could have a material adverse effect on our revenue, profitability, and results of operations.

Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our profitability.

The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather, climate change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, pandemics (such as the COVID-19 pandemic), wars (including international sanctions imposed on Russia for its invasion of Ukraine), and changes in governmental agricultural and energy policies and regulations. Commodity prices have become, and may continue to be, more volatile during geopolitical distress. Commodity price changes may result in unexpected increases in raw material, packaging, energy and transportation costs. If we are unable to increase productivity or increase our prices to offset these increased costs, we may experience reduced margins and profitability. We do not fully hedge against changes in commodity prices, and the risk management procedures that we do use may not always work as intended.

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Concerns with the safety and quality of our products could cause consumers to avoid certain products or ingredients.

We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain of our products or ingredients. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying our products or cause production and delivery disruptions.

Disruption of our supply chain could adversely affect our business.

Our ability to make, move, and sell products (and maintain certain working capital levels) is critical to our success. Damage or disruption to raw material supplies and products by our suppliers or our distribution capabilities due to weather, climate change, natural disaster, fire, terrorism, cyber-attack, pandemics (such as the COVID-19 pandemic), war, governmental restrictions or mandates, labor shortages, strikes, import/export restrictions, or other factors could impair our ability to manufacture or sell our products. Many of our product lines and raw materials used in our products are manufactured at diverse locations or sourced from multiple suppliers. The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment and other necessary operating materials, contract manufacturers, commercial transport, distributors, contractors, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations. Our suppliers’ policies and practices can damage our reputation and the quality and safety of our products. Disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our sales, financial condition, and results of operations. Failure to take adequate steps to mitigate the likelihood or potential negative impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location or supplier, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.

Additionally, short-term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain. Our failure to meet the demand for our products could adversely affect our business and results of operations.

We rely heavily on certain vendors, suppliers, logistics suppliers and distributors, which could adversely affect our business.

We rely heavily on certain vendors, suppliers, logistics suppliers and distributors. For the nine-month period ended September30, 2023, four vendors accounted for approximately 21.0%, 12.8%, 12.2% and 9.7% of the Company’s accounts payable. For the year ended December31, 2022, four vendors accounted for approximately 28.7%, 25.7%, 17.3% and 8.9% of the Company’s accounts payable.

Our ability to maintain consistent prices and product quality depends in part upon our ability to acquire specified food products and supplies in sufficient quantities from third-party vendors, suppliers and distributors at a reasonable cost. We do not control the businesses of our vendors, suppliers, logistic suppliers and distributors, and our efforts to specify and monitor the standards under which they perform may not be successful. Furthermore, certain food items are perishable, and we have limited control over whether these items will be delivered to us in appropriate condition for use in our business. Our reliance on a limited number of vendors increases our risks, because if we experience a significant increase in demand for our products, or if we need to replace an existing vendor, we may not be able to supplement a service or replace a vendor on acceptable terms, which may undermine our ability to deliver products to customers in a timely manner. If any of our vendors, suppliers, logistic suppliers or distributors are unable to fulfill their obligations to meet our standards, or if we are unable to find replacement providers in the event of a supply or service disruption, we could encounter supply shortages and incur higher costs to secure adequate supplies, which could materially adversely affect our business, financial condition and results of operations.

If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured.

We may need to recall some of our products if they become adulterated, misbranded, or mislabeled. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of our product for a period of time. We could also suffer losses from a significant

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product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our products, which could have an adverse effect on our business results and the value of our brands.

We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our products.

Our success depends in part on our ability to anticipate the tastes, eating habits, and purchasing behaviors of consumers and to offer products that appeal to their preferences in channels where they shop. Consumer preferences and category-level consumption may change from time to time and can be affected by a number of different trends and other factors. If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels, or to introduce new and improved products on a timely basis, we may experience reduced demand for our products, which would in turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns regarding the health effects of ingredients in our products such as sodium, trans fats, genetically modified organisms, sugar, processed wheat, or grain-free or legume-rich pet food, or other product ingredients or attributes.

We may be unable to grow our market share or add products that are in faster growing and more profitable categories.

The food industry’s growth potential is constrained by population growth. Our success depends in part on our ability to grow our business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and existing categories, our growth and profitability could be adversely affected.

Our results may be negatively impacted in the event of termination or breach of our existing Intellectual Property License Agreements.

Our business model relies on marketing our portfolio of products under nationwide and widely known brands that are licensed to us by third parties under bilateral agreements with an average term duration of three years. Termination of these agreements by licensor, or breach thereof, may negatively impact our ability to continue to use such brands and have an adverse effect on our sales and therefore revenues.

Our results may be negatively impacted if consumers do not maintain their favorable perception of our licensed brands.

The value of our licensed brands is based in large part on the degree to which consumers react and respond positively to these brands. Brand value could diminish significantly due to a number of factors, including consumer perception that the brand owner or we have acted in an irresponsible manner, adverse publicity about our products, failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, concerns about food safety, or our products becoming unavailable to consumers. Consumer demand for our products may also be impacted by changes in the level of advertising or promotional support. The use of social and digital media by consumers, us, and third parties increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our licensed brands, or our products on social or digital media could seriously damage our reputation. If we do not maintain the favorable consumer perception of our licensed brands, our business results could be negatively impacted.

Our reporting currency is the US dollar but a significant portion of our revenue and costs and expenses are denominated in Brazilian Reais, so that exchange rate movements may affect our financial performance.

We generate revenue and incur costs and expenses in our Brazilian operations in Brazilian reais. The results of our Brazilian operations are translated from reais into US dollars when we prepare our consolidated financial statements. When the US dollar weakens relative to the Brazilian Real, the contribution of our Brazilian operations to our overall results of operations increases as a function of translating our consolidated financial statements from the Brazilian reais to the weakened US dollar. By contrast, when the US dollar strengthens against the Real, the contribution of our Brazilian operations tends to decrease, as a function of translating our consolidated financial statements from the Brazilian reais to the stronger US dollar, on the overall result and profitability of the company. See “Risk

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Factors — Risks Related to Doing Business in Brazil — Exchange rate instability may have adverse effects on the Brazilian economy, and, as result, us” on page 28 for a discussion of more risks on the exchange rate fluctuation and regulations in Brazil.

The Brazilian currency has historically been subject to significant exchange rate fluctuations in relation to the US dollar and other currencies and has been devalued frequently over the past decades. These exchange rate movements have been attributable to economic conditions in Brazil, Brazilian governmental policies and actions, developments in global foreign exchange markets and other factors. The Brazilian government has in the past implemented various economic plans and used various exchange rate policies to address exchange rate fluctuation and there can be no assurances the government will not take similar actions in the future.

Our reported consolidated results of operations have periodically been affected by the strength of the US dollar relative to the Brazilian Real and further appreciation of the US dollar in future periods could adversely affect our consolidated results of operations in those periods. Disruptions in financial markets may also result in significant changes in foreign exchange rates in relatively short periods of time which further increases the risk of an adverse currency effect. We do not currently use financial derivatives or hedging agreements to manage our currency exposure. In the future, we may choose to use a combination of natural hedging techniques and financial derivatives to protect against foreign currency exchange rate risks. However, such activities may be ineffective or may not offset more than a portion of the adverse financial effect resulting from foreign currency variations.

An appreciation of the US dollar rate versus the Brazilian real may have an adverse effect on Brazilian inflation, energy and supply chain costs and therefore may impact our prices, revenues and profitability.

Our products are subject to multiple regulatory requirements and constant scrutiny from government authorities in Brazil, and our inability to meet those requirements may generate losses in the future, which may cause the market price of our shares to decline.

Our facilities and products are subject to many laws and regulations in Brazil, including, among others, regulations related to the production, packaging, labelling, storage, distribution, quality, merchandise and market, and safety of food products and the health and safety of our employees.

Most of our food products are subject to registration with the Brazilian Agriculture Ministry. Changes in regulation by the Ministry may impact our production and operational costs or even create additional burdens that may not necessarily be transferred to prices and therefore may impact our revenues and profitability.

Our failure to comply with such laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products, as well as sealing off production facilities or create impediments to marketing our products. We advertise our products and could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations. Further, our advertising activities are also subject to sanctions or restrictions imposed by the advertisement self-regulation body, the Conselho Nacional de Autorregulamentação Publicitária, or CONAR, which is a Brazilian non-governmental organization that self-regulates the advertising sector in Brazil.

Changes in laws or regulations that impose additional regulatory requirements on us could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected.

Significant COVID-19-related changes in the political conditions in markets in which we manufacture, transport, sell or distribute our products (including quarantines, import/export restrictions, price controls, governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions or otherwise prevent our third-party partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, transportation, distribution, sale, and support of our products) could adversely impact our operations and results.

We are subject to various federal, state, local, and foreign environmental laws and regulations. Our failure to comply with environmental laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies. We cannot guarantee that our compliance with environmental laws in general, will not exceed our established liabilities or otherwise have an adverse effect on our business and results of operations.

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Climate change and other sustainability matters could adversely affect our business.

There is growing concern that carbon dioxide and other greenhouse gases in the earth’s atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. If such climate change has a negative effect on agricultural productivity, we may experience decreased availability and higher pricing for certain commodities that are necessary for our products. Increased frequency or severity of extreme weather could also impair our production capabilities, disrupt our supply chain, impact demand for our products, and increase our insurance and other operating costs. Increasing concern over climate change or other sustainability issues also may adversely impact demand for our products due to changes in consumer preferences or negative consumer reaction to our commitments and actions to address these issues or increase energy or supply chain costs. We may also become subject to additional legal and regulatory requirements relating to climate change or other sustainability issues, including greenhouse gas emission regulations (e.g., carbon taxes), energy policies, sustainability initiatives (e.g., single-use plastic limits), and disclosure obligations. If additional legal and regulatory requirements are enacted and are more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions and improve our energy efficiency and other sustainability goals, or if we chose to take actions to achieve more aggressive goals, we may experience significant increases in our costs of operations.

We are in the process of establishing goals and commitments to reduce our carbon footprint and to develop, sustain and increase our ESG programs. If we fail to achieve or establish these programs aimed toward achieving our carbon emissions reduction goals and commitments, then the resulting negative publicity could harm our reputation and adversely affect demand for our products.

Economic downturns could limit consumer demand for our products.

The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic uncertainty, consumers may purchase more generic, private label, and other cheaper brands and may forego certain purchases altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices sufficiently to protect margins. Consumers may also reduce the amount of food that they consume. Any of these events could have an adverse effect on our results of operations.

We have a history of net losses and may incur losses in the future

Our operations began in 2020 and throughout our history most of our free cash flow has been used to fund our operations and growth, capital expenditure investments, human resources and other expenses. As a result, we experienced losses of US$173,435 in fiscal year 2021. Although we did not record a net loss in fiscal year 2022, the continuance of our growth and expansion will require further investment, retention of cash and accrual of expenses, additional financing needs and obtaining bank lines of credit, which will adversely impact or even eliminate altogether our profitability.

We may experience higher operating costs, including increases in supplier prices and employee salaries and benefits, which could adversely affect our financial performance.

Our ability to maintain consistent quality throughout our services and products depends, in part, upon our ability to acquire fresh and quality food products, including substantial quantities of beans and flour products, and related items from reliable sources in accordance with our specifications and in sufficient quantities. We do not have long-term pricing agreements with our suppliers for our product purchases and for our purchases of certain other commodities in Brazil. The prices we acquire our products are determined by day-to-day fluctuation of commodities prices. Fluctuation of supplier prices generally results in price changes for the final consumer. If our suppliers do not perform adequately or otherwise fail to distribute supplies to our company, we may be unable to replace them in a short period of time on acceptable terms. Any inability to so replace suppliers could increase our costs or cause product shortages at our business, which could result in a loss of customers and, consequently, decreased revenue during the time of the product shortage.

If we pay higher prices for food items or other supplies or increase compensation or benefits to our employees, we will sustain an increase in our operating costs. Many factors affect the prices paid for food and other items, including conditions affecting the markets, weather, energy and water supply, changes in demand and inflation. Factors that may affect compensation and benefits paid to our employees include changes in minimum wage, benefits

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included in collective bargaining agreements and changes in employee benefits laws as discussed below under “Risk Factors — Risk Relating to Our Business and Industry — We could face workplace-related lawsuits and be subject to complex social security and employment laws”.

We could face workplace-related lawsuits and be subject to complex social security and employment laws

Various federal labor laws govern our relationships with our employees and affect operating costs. Our business may be adversely affected by legal or governmental proceedings brought by or on behalf of our employees. Termination of a significant number of employees may disrupt our operations and/or cause temporary increases in our labor costs as we train new employees.

In recent years, a number of companies, including our company, have been subject to lawsuits and other claims, including lawsuits alleging violations of federal law governing workplace and employment matters such as various forms of discrimination, wrongful termination, harassment and similar matters. A number of these lawsuits and claims against other companies have resulted in various penalties, including the payment of substantial damages by the defendants. In addition, lawsuits by employees or on behalf of employees are common in Brazil after termination of employment and we have been subject to two (2) of such lawsuits. The Company is currently exposed to a total amount of US$15,996.00 for the two (2) lawsuits representing the approximate amount claimed by the relevant plaintiffs, Any amount granted by courts can be increased by court fees, attorneys’ fees, social security charges and a gross-up of income taxation. Insurance may not be available at all or in sufficient amounts to cover all liabilities with respect to these matters. Accordingly, we may incur substantial damages and expenses resulting from claims and lawsuits, which would increase our operating costs, decrease funds available for the development of our business and result in charges to our income statements resulting in decreased profitability or net losses. Employee claims against us create legal and financial liability and negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations.

Brazil has specialized courts for labor disputes, which have jurisdiction over any disputes involving a company and their employees. Brazilian labor courts are historically very biased in favor of the employees, and this usually works as an incentive for terminated employees to sue the company in labor courts.

Our company’s workforce is currently comprised mostly of managerial roles and salesforce personnel. Our company has limited exposure to outsourcing practices, but the ratio of primary-to-outsourced workforce may change as our company’s growth continues and is sustained. Moreover, the structure adopted by the company to engage employees primarily involved in sales may expose the company to increased labor litigation risks.

The Brazilian workforce market experiences a widespread lack of specialized labor. Our company may also face certain challenges to increase its workforce due to this situation and therefore may have difficulties in delivering its growth if it suffers from the shortage of specialized employees.

Litigation concerning food quality, health, employee conduct and other issues could require us to incur additional liabilities; we have no product liability insurance.

Companies in our industry have from time to time faced lawsuits alleging that a customer suffered illness, including actions seeking damages resulting from food-borne illness and relating to lack of notices with respect to chemicals contained in food products provided by these companies. Similarly, food tampering, employee hygiene and cleanliness failures or improper employee conduct could lead to product liability or other claims. To date, we have not been a defendant in any lawsuit asserting such a claim or any other claim regarding product safety or integrity and/or consumer claims. However, we are involved in two proceedings initiated by former employees of one of our business partners, in which we are exposed to an aggregate total claimed amount of US$15,996 for the two (2) lawsuits, not including court fees, attorneys’ fees, social security charges and a gross-up of income taxation. We believe that the we have been wrongfully associated with these claims and expect that we will not be liable to pay any amounts, although there can be no assurance that the Company is correct in such belief. See “Business — Legal Proceedings”. We do not currently maintain insurance coverage for product liability issues. We cannot assure you that such a lawsuit will not be filed against us, and we cannot guarantee that our internal controls and training will be fully effective in preventing claims and/or how such claims, if and when brought against us, will affect our reputation. Claims for products liability could be substantial and a successful claim for products liability could have a material adverse effect on the Company, its results of operations and liquidity.

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We are also subject to various claims arising in the ordinary course of our business, including personal injury claims, contract claims and other matters. Regardless of whether any claims against us are valid or whether we are ultimately held liable, these claims may be expensive to defend and may divert management attention and other resources from our operations and may negatively affect our financial performance. A judgment significantly in excess of our insurance coverage for any claims would materially adversely affect our results of operations and financial condition. In addition, adverse publicity resulting from any such claims may negatively impact our revenue.

We may be subject to intellectual property rights claims and validity challenges by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

Third parties may assert claims of infringement of intellectual property rights or initiate invalidity proceedings challenging our licensed intellectual property, against us for which we may be liable or have an indemnification obligation. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from operating our business. We might not have the necessary capital to defend against any potential claims which could adversely affect our business. There can be no assurance that any proprietary intellectual property we may develop and we may file will be granted by the Brazilian Trademark and Patents Office (INPI) and/or foreign patent offices in the future.

Although third parties may offer a license to their intellectual property, the terms of any offered license may not be acceptable and the failure to obtain a license or the costs associated with any license could cause our business, financial condition and results of operations to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same intellectual property licensed to us. Alternatively, we may be required to develop non-infringing intellectual property, which could require significant effort and expense and ultimately may not be successful. Any of these events could seriously harm our business financial condition and results of operations.

Our future investments to sustain our growth may impact our profitability and such growth may or may not be achieved by the Company, which may cause the market price of our shares to decline.

We intend to make significant investments in our business, including with respect to our employee base, sales and marketing, including but not limited to expenses relating to increased direct marketing efforts, development of new products, services, and features; expansion of office space, data management, data centers and other infrastructure, development of international operations and general administration, including legal, finance, and other compliance expenses related to being a public company. Moreover, in order to maintain our growth ratio and increase in operations and efficiency, a higher level of working capital will have to be employed, retained and sustained by the company.

If the costs associated with acquiring and supporting new or larger customers materially rise in the future, including the fees we pay to third parties to advertise our products and services, our expenses may rise significantly. In addition, increases in our client base could cause us to incur losses, because costs associated with new clients are generally incurred up front, while revenue is recognized thereafter as customers utilize our services. If we are unable to generate adequate revenue growth and manage our expenses, or maintain our working capital needs, our results of operations and operating metrics may fluctuate and we may incur significant losses in the future, which could cause the market price of our shares to decline.

We occasionally invest in developing products or services that we believe will improve our long-term results of operations. However, these improvements often cause us to incur significant up-front costs and may not result in the long-term benefits that we expect, which may materially and adversely affect our business. Successful implementation of our growth strategy will require significant expenditures before any substantial associated revenue is generated. We cannot assure you that our increased investment in marketing activities will actually result in corresponding revenue growth.

We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures.

We began operations in 2020. As a result of our limited operating history, we have limited financial data that can be used to evaluate our current business, and such data may not be indicative of future performance. In particular, we have experienced periods of high revenue growth since we began selling our products and services, and we do expect to be able to maintain the same rate of revenue growth as our business matures. However, estimates of future revenue growth are subject to many risks and uncertainties and our future revenue may be materially lower than projected.

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We have encountered, and expect to continue to encounter, risks and difficulties frequently experienced by growing companies, including challenges in financial forecasting accuracy, determining appropriate investments, developing new products and features, maintaining minimum cash and working capital levels, among others. Any evaluation of our business and prospects should be considered in light of our limited operating history, and the risks and uncertainties inherent in investing in early- stage companies.

We may face challenges in expanding into new geographic regions outside of Brazil.

Although currently there are no specific plans for expansion outside of Brazil, the company may decide in the future to expand its activities to other countries, in particular to Latin America and North America (but also for other regions). The expansion to new jurisdictions may impose additional challenges, costs, regulatory demands, working capital needs and investments, and therefore can affect our revenue and profitability.

Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.

Acquisitions, partnerships and joint ventures are part of our growth strategy. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying viable acquisition, partnership and joint venture targets. In addition, we may not be able to successfully finance or integrate any businesses, services or technologies that we acquire or with which we form a partnership or joint venture, and we may lose customers as a result of any acquisition, partnership or joint venture. Furthermore, the integration of any acquisition, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations and impact the overall results of the company. Certain acquisitions, partnerships and joint ventures we make may prevent us from competing for certain clients or in certain lines of business, may lead to a loss of clients and may adversely impact our minimum cash requirements and working capital needs. We may spend time and money on projects that do not increase our revenue. To the extent we pay the purchase price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our shares, it could be dilutive to our shareholders. To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our level of indebtedness and could negatively affect our liquidity and restrict our operations. Our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We are subject to economic and political risk, the business cycles and credit risk of our clients and issuing banks and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations.

The food industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. A sustained deterioration in general economic conditions, including a rise in unemployment rates in Brazil, or increases in interest rates may adversely affect our financial performance by reducing the number of consumers of our products and services. A reduction in the amount of consumer spending could result in a decrease in our revenue and profits.

Our insurance policies may not be sufficient to cover all claims.

Our insurance policies may not adequately cover all risks to which we are exposed. A significant claim not covered by our insurance, in full or in part, may result in significant expenditures by us. Moreover, we may not be able to maintain insurance policies in the future at reasonable costs or on acceptable terms, which may adversely affect our business and the trading price of our shares.

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to the sale of consumer products.

We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks that could materially affect our results of operations. These laws may change, sometimes significantly, as a result of political, economic or social events, as legislators may be subject to political and social influence/unrest. Some of the

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federal, state or local laws and regulations in Brazil that affect us include: those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax or social security laws or interpretations thereof; bank secrecy laws, data protection and privacy laws and regulations; and securities and exchange laws and regulations. There can be no guarantee that we will have sufficient financial resources to comply with any new regulations or successfully compete in the context of a shifting regulatory environment.

On August 14, 2018, the President of Brazil approved Law No. 13,709/2018 (Lei Geral de Proteção de Dados), or the LGPD, that became effective in 2020 The LGPD is a comprehensive data protection law establishing general principles and obligations that apply across multiple economic sectors and contractual relationships. The LGPD establishes detailed rules for the collection, use, processing and storage of personal data and will affect all economic sectors, including the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, whether in a digital or physical environment.

All companies in Brazil are subject to laws and regulations relating to the collection, use, retention, security, and transfer of information, including the personally identifiable information of our employees and our customers and their respective customers. As with the other laws and regulations noted above, these laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. Any failure, real or perceived, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other local, state, federal, or international privacy or consumer protection-related laws and regulations could cause sellers or their customers to reduce their use of our products and services and could materially and adversely affect our business.

The company currently handles limited amounts of customers’ personal data, and the information that we have access to is mostly public and available in general to other parties. However, the company is yet to establish policies for data treatment to fully comply with the requirements of the LGPD.

The servers of the company, in which such information is stored, may be subject to attacks and the company is implementing safeguards to ensure that no third-party information or management/company proprietary information is exposed.

We are subject to regulatory activity and antitrust litigation under competition laws.

We are subject to scrutiny from governmental agencies under competition laws in Brazil. Brazilian legislation also provides private rights of action for competitors or consumers to assert claims of anticompetitive conduct. Other companies or governmental agencies may allege that our actions violate antitrust or competition laws, or otherwise constitute unfair competition. Contractual agreements with buyers, sellers, or other companies could give rise to regulatory action or antitrust investigations or litigation. Also, our trade market practices, albeit within market standards, could give rise to regulatory action or antitrust investigations or litigation. Some regulators may perceive our business to have such significant market power such that otherwise uncontroversial business practices could be deemed anticompetitive. Any such claims and investigations, even if they are unfounded, may be expensive to defend, involve negative publicity and substantial diversion of management time and effort, and could result in significant judgments against us.

Changes in tax laws, tax incentives, the termination of existing tax benefits or differing interpretations of tax laws may adversely affect our results of operations.

Brazilian tax and social security are highly complex and subject to various interpretation, especially considering that taxation is imposed at the Federal, State and Municipal levels, in which city the company operates.

Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, may result in a higher overall tax rate on our earnings and revenues, assets or profits, which may significantly reduce our net profits and cash flows. For example, in 2015 the Brazilian government increased the rate of PIS (social integration program)/COFINS (contribution for the financing of social security) tax (which is a tax levied on revenues) from 0% to approximately 4% on financial income realized by Brazilian companies that are taxed under the non-cumulative regime. Most of our products are subject to tax exemptions and therefore to an overall tax rate of 0%. However, whenever we provide logistics services, such services (and the resulting revenues and profits) are subject to regular taxation applicable under Brazilian law.

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In addition, our results of operations and financial condition may decline if certain tax incentives are cancelled by the Brazilian government and/or if the Brazilian government creates additional taxes or charges. If the taxes applicable to our business increase or any tax benefits are revoked and we cannot alter our cost/pricing structures to pass our tax increases on to customers through price increase in our products, our financial condition, results of operations and cash flows could be seriously harmed. Our payment processing activities are not subject to service taxes (Imposto Sobre Serviços, or ISS).

As the company operates in several states in Brazil, we are subject to the State Tax on the Circulation of Merchandise (ICMS), and each state has its own legislation, regulations, benefits and reliefs, that may be applicable to us and/or to our competitors. If a competitor is entitled to a certain tax benefit that is not similarly extended to us, we may be less competitive and lose market share, as our prices or profitability may be hindered. See “Risk Factors — Risks Related to Our Business and Industry — We may be unable to maintain our profit margins in the face of loss of our tax benefits granted by Brazilian government” on page 12 for a discussion of the risks pertaining to the tax benefits that the company is entitled to.

In addition, Brazilian government authorities at the federal, state and local levels are considering changes in tax laws in order to cover budgetary shortfalls resulting from the recent economic downturn in Brazil. If these proposals are enacted they may harm our profitability by increasing our tax burden, increasing our tax compliance costs, or otherwise affecting our financial condition, results of operations and cash flows. Tax rules in Brazil, particularly at the local level, can change without notice. We may not always be aware of all such changes that affect our business, and we may therefore fail to pay the applicable taxes or otherwise comply with tax regulations, which may result in additional tax assessments and penalties for our company.

Distribution of dividends is currently exempted from income tax in Brazil, but there are several legislative initiatives to impose taxation on dividends. If the Brazilian Congress approves legislation to that effect, the amount of revenues received by us from our Brazilian subsidiaries will be reduced.

Furthermore, we are subject to tax laws and regulations that may be interpreted differently by tax authorities and us. The application of indirect taxes, such as sales and use tax, value-added tax, or VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses like ours is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how existing statutes apply to our business. One or more states, or Municipalities, the federal government or other countries may seek to challenge the taxation or procedures applied to our transactions imposing the charge of taxes or additional reporting, record-keeping or indirect tax collection obligations on businesses like ours. New taxes could also require us to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and audit requirements could have a material adverse effect on our business and financial results.

The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations.

We are, and may be in the future, party to legal, arbitration and administrative investigations, inspections and proceedings arising in the ordinary course of our business or from extraordinary corporate, tax or regulatory events, involving our clients, suppliers, customers, as well as competition, government agencies, tax and environmental authorities, particularly with respect to civil, tax and labor claims. Litigation in Brazil may be very time-consuming and cost inefficient. Our insurance indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our indemnity rights, they could have a material adverse effect on our business, financial condition and results of operations and the price of our shares. Further, even if we adequately address issues raised by an inspection conducted by an agency or successfully defend our case in an administrative proceeding or court action, we may have to set aside significant financial and management resources to settle issues raised by such proceedings or to those lawsuits or claims, which could adversely affect our business.

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If we lose key personnel our business, financial condition and results of operations may be adversely affected.

We are dependent upon the ability and experience of a number of key personnel who have substantial experience with our operations, the rapidly changing payment processing industry and the markets in which we offer our services. Many of our key personnel were recruited by us specifically due to their industry experience. It is possible that the loss of the services of one or a combination of our senior executives or key managers, including our chief executive officer, could have a material adverse effect on our business, financial condition and results of operations.

Our operations may be adversely affected by a failure to timely obtain or renew any licenses required to operate our hubs.

The operation of the hubs and properties we occupy or may come to occupy are subject to certain license and certification requirements under applicable law, including operation and use licenses (alvará de licença de uso e funcionamento) from the municipalities in which we operate and certificates of inspection from applicable local fire departments and health and sanitation authorities. Our operations may be adversely affected by a failure to timely obtain or renew any such licenses required to operate our hubs. In addition, we cannot assure you that we will obtain such licenses in a timely manner for the opening of new hubs.

If we are unable to renew or obtain such licenses, we may be subject to certain penalties, which include the imposition of fines and the suspension or termination of our operations at the respective hub. The imposition of such penalties, or, in extreme scenarios, the sealing off of the premises by relevant public authorities pending compliance with all the requirements demanded by the municipalities and fire departments, may adversely affect our operations and our ability to generate revenues at the relevant location.

We are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations.

We operate in jurisdictions that have a high risk for corruption and we are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations, including the Brazilian Federal Law No. 12,846/2013, or the Clean Company Act, and the United States Foreign Corrupt Practices Act of 1977, as amended, or the FCPA. Both the Clean Company Act and the FCPA impose liability against companies who engage in bribery of government officials, either directly or through intermediaries. Moreover, Brazil is a signatory to the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of the Organization of Economic Cooperation and Development (OECD). We are yet to implement a comprehensive compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements. Violations of the anti-corruption, anti-bribery and anti-money laundering laws and regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties, forfeiture of significant assets, as well as reputational harm.

Regulators may increase enforcement of these obligations, which may require us to make adjustments to our compliance program, including the procedures we use to verify the identity of our customers and to monitor our transactions. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business, and any new requirements or changes to existing requirements could impose significant costs.

Any determination that we have violated the anti-corruption laws mentioned above could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our shares.

Requirements associated with being a public company in the United States will require significant company resources and management attention.

Upon completion of this offering, we expect to incur costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of the NYSE American. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to obtain and maintain directors’ and officers’ liability insurance. As a result, it

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may be more difficult for us to attract and retain qualified people to serve on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may materially and adversely affect our business, financial condition and results of operations.

If we fail to establish and maintain effective internal controls, our ability to produce accurate financial statements and other disclosures on a timely basis could be impaired.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our principal executive and financial officers.

We are also continuing to expand our internal controls over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs, external audits and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses in our controls. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.

Our management team has identified no material weaknesses in our disclosure controls and procedures. Despite no material weaknesses being identified, and while the Company’s management team makes continuous efforts to reduce the likelihood of occurrence of any material weaknesses in the future, there can be no assurance that it will be successful. To that end, the Company has invested in (i) advanced systems and software controls; and (ii) adding and expanding its teams with qualified and experienced personnel, to ensure security, information speed, information quality and governance. Recent investments have consisted of the upgrade of our ERP system (SAP was implemented in the first quarter of 2023) and new warehouse management system (WMS) and transportation management systems (TMS) are both expected to be implemented between the first and second quarter of 2024.

We are dependent on retail partners for a significant portion of our sales.

We derive significant revenue from our network of international retail partners, consisting of large retail traders, supermarkets and other retailers, among others. A decision by any of our major retail partners, whether motivated by marketing strategy, competitive conditions, financial difficulties or otherwise, to decrease significantly the amount of merchandise purchased from us, or to change their manner of doing business with us, could substantially reduce our revenue and have a material adverse effect on our profitability. In addition, store closings by our retail partners shrink the number of doors carrying our products, while the remaining stores may purchase a smaller amount of our products and/or may reduce the retail floor space designated for our products. If any disputes with our retail partners arose, if we were to lose any of our key retail partners or if any of our key retail partners consolidate and/or gain greater market power, our business, results of operations and financial condition may be materially adversely affected. In addition, we may be similarly adversely impacted if any of our key retail partners experience any operational difficulties or generate less traffic.

Certain of our retail partners may from time to time experience financial difficulties, including bankruptcy or insolvency. If our retail partners suffer significant financial difficulty, they may reduce their orders from us or stop purchasing from us and/or be unable to pay the amounts due to us timely or at all, which could have a material adverse effect on our ability to collect on receivables and our results of operations. It is possible that retail partners may contest their contractual obligations to us under bankruptcy laws or otherwise. Further, we may have to negotiate significant discounts and/or extended financing terms with these retail partners in such a situation. If we are unable

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to collect upon our accounts receivable as they come due in an efficient and timely manner, our business, results of operations and financial condition may be materially adversely affected. In addition, product sales are dependent in part on high-quality merchandising and an appealing retail environment to attract consumers, which requires continuing investments by retailers. Retailers that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders for our products. Consolidations among our retail partners would concentrate our credit risk with a relatively small number of retailers, and, if any of these retailers were to experience a shortage of liquidity or consumer behavior shifts away from traditional retail, it would increase the risk that their outstanding payables to us may not be paid. In addition, increasing market share concentration among one or a few retailers in a particular region increases the risk that if any one of them substantially reduces their purchases of our products, we may be unable to find a sufficient number of other retail outlets for our products to sustain the same level of sales and revenue.

We are dependent on certain third-party suppliers and contract manufacturers.

We purchase ingredients, packaging and other materials from third-party suppliers and, in certain cases, we engage contract manufacturers to produce and/or package our products. We purchase raw materials from manufacturers and distributors globally. As is customary in our industry, we generally do not have long-term contracts or even written agreements with our suppliers. Instead, we often enter into short term contracts (and/or one-time deals) for raw materials at fixed prices to provide us with time to address price increases and mitigate impact on our margins and in other cases we may buy at spot prices. These one-time deals for purchases, are purchases occurring through a broker or through our purchase team acquiring the product directly from a farmer. These one-time deal purchases are documented by purchase orders generated within our systems and by invoices issued by the vendor. We may not be able to negotiate such contracts or deals on acceptable terms, if at all. For our business to be successful, our suppliers and contract manufacturers must provide us with quality products in substantial quantities, in compliance with regulatory requirements, at acceptable costs and on a timely basis. Our ability to obtain a sufficient selection or volume of merchandise on a timely basis at competitive prices could suffer as a result of any deterioration or change in our supplier or contract manufacturer relationships, quality, manufacturing or other regulatory issues, or events that adversely affect our suppliers or contract manufacturers.

There can be no assurance we will be able to detect, prevent or fix all defects that may affect raw materials from our suppliers or products or components of products manufactured by our contract manufacturers. Failure to detect, prevent or fix defects, or the occurrence of real or perceived quality or safety problems or material defects in such raw materials, components of products or finished products could result in a variety of consequences, including a greater number of product returns than expected from consumers and our retail partners, litigation, class-actions, complaints, regulatory investigations and enforcement actions, product recalls and withdrawals and credit, warranty or other claims, among others, which could expose us to liability and harm our results of operations and financial condition. Such problems could negatively impact consumer confidence in our products and hurt our brand image, which is critical to maintaining and expanding our business.

Material increases in the price of, or availability constraints on or interruptions in the supply of, raw materials and/or disruption in the operations of our suppliers or contract manufacturers for any reason, such as changes in economic and political conditions, tariffs, trade disputes, regulatory requirements, import restrictions, loss of certifications, power interruptions, transportation delays, shipment issues, quality, manufacturing or other regulatory issues, natural or man-made disasters, inclement weather conditions, war, acts of terrorism, outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the COVID-19 pandemic and its potential impact on our financial results) and other unforeseen or catastrophic events, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Also, currency fluctuations, including the decline in the value of the Brazilian Real, could result in higher costs for raw materials purchased abroad. Our suppliers or contract manufacturers may be forced to reduce or cease their production, undertake corrective and preventive actions, shut down their operations or file for bankruptcy due to financial instability, difficulties or problems associated with their business. Our suppliers may consolidate, increasing their market power. Our business is dependent upon the ability of our suppliers and contract manufacturers to locate, train, employ and retain adequate personnel. Our suppliers and contract manufacturers may increase their pricing if their raw materials become more expensive, and may pass the increase in sourcing costs to us through price increases, thereby impacting our margins. Material changes in the pricing practices of our suppliers and contract manufacturers could negatively impact our profitability.

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Additionally, our business could be adversely affected if any of these third parties fail to comply with governmental regulations applicable to the safety, quality or manufacturing of our products and/or government authorities impose certain restrictions or additional requirements onto their business. If we experience significant increases in demand for our products, we and our suppliers and contract manufacturers may not be able to obtain in a timely manner the raw materials, equipment or packaging materials required to manufacture our products and allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our safety and quality standards.

If any of our suppliers or contract manufacturers fail to make timely shipments, do not meet our safety and quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations. If our significant suppliers or contract manufacturers were to fail to meet our supply, safety or quality requirements, sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, we may not be able to obtain replacement materials or products in a timely manner or on favorable terms or at all. Even if we are able to expand existing or find new manufacturing or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train suppliers in our methods, products, quality control standards and labor, health and safety standards. The occurrence of one or more of these events could impact our ability to get products to our consumers and retail partners, result in disruptions to our operations, increase our costs and decrease our profitability.

In addition, regulatory requirements could pose barriers to the manufacture of our products. In general terms, our products are required to be manufactured in compliance with the regulations of the Brazilian Ministry of Agriculture, the local municipalities and fire departments, Federal, state or local environmental authorities and the Brazilian Consumer Law (Brazilian Federal Law no. 8,078), among others. As a result, the facilities used by us or any of our current or future third-party manufacturers must be compliant with such regulations. If our third-party manufacturers cannot successfully manufacture material, components, and products that conform to our specifications and the strict regulatory requirements of the above mentioned authorities and/or any applicable foreign regulatory authority, our products may be deemed noncompliant, and we could face recalls or enforcement actions. If we need to find alternative manufacturing facilities, we could be subject to disruptions in supply, which could negatively impact our sales.

Our holding company structure makes us dependent on the operations of our subsidiaries.

Our material assets are our direct and indirect equity interests in our subsidiaries. We are, therefore, dependent upon payments, dividends and distributions from our subsidiaries for funds to pay our holding company’s operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our shares, and we may have tax costs in connection with any dividend or distribution. Furthermore, exchange rate fluctuation will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Dividend distribution out of Brazilian companies is currently exempted from income tax in Brazil, and new legislation may come to terminate such exemption.

US tax rules may impose certain restrictions or additional burdens on taxable gains and income accrued by our foreign subsidiaries Boni Logistica Ltda. and BR Brands S.A..

We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

We have funded our operations since inception primarily through equity financing, bank credit facilities, and financing arrangements. We do not know when or if our operations will generate sufficient cash to fund our ongoing operations. In the future, we may require additional capital to respond to business opportunities, refinancing needs, challenges, acquisitions, or unforeseen circumstances or contingent or materialized liabilities and may decide to engage in equity or debt financings or enter into credit facilities for other reasons, and we may not be able to secure any such additional debt or equity financing or refinancing on favorable terms, in a timely manner, or at all. Any debt financing obtained by us in the future could also include restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Our future credit facilities will likely contain restrictive covenants, including customary limitations on the incurrence of certain indebtedness and liens. Our ability to comply with these covenants, if any, may be affected by events beyond our control, and breaches of these covenants could result in a default under our credit facilities and any future financing agreements into which we may enter. If not waived, defaults could cause our outstanding indebtedness under our credit facilities and any future financing agreements that we may

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enter into under these terms to become immediately due and payable. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

As a general rule, in our operations we have to pay our suppliers within 15 days after delivery of our products and we receive payment from our clients within 60 days after we sell our products. As a result, we have significant working capital needs that we may or may not sustain throughout any given fiscal year. Moreover, these needs may be increased in case suppliers reduce their payment deadlines or if customers increase theirs.

Implementing our growth strategy, including new investment products and business initiatives, may be unsuccessful.

We may be subject to a number of risks and uncertainties associated with our growth strategy, including the risk that new business initiatives will not contribute towards achieving our objectives or that we will not execute such new initiatives successfully. New initiatives may also be difficult to launch, for instance where we do not have a proven track record within the area of the new initiative, or may not reach the set goals and expectations following launch. New brands may not be well perceived by consumers. Given our diverse offering of products and services, these initiatives could increase our costs and expose us to new market risks and legal and regulatory requirements and could expose us to greater reputation and litigation risk. Implementing our growth strategy may also entail significant difficulties and costs, including the logistical and overhead costs of opening and expanding offices, the cost of recruiting, training and retaining a higher number of investment advisory professionals and higher costs arising from exposure to additional jurisdictions (including the laws, rules and regulations thereof) and activities. New initiatives and expanding our business, including to open new offices or develop new product offerings, could also divert significant time and attention of our senior management in the development of such new initiatives to the detriment of our existing business. Furthermore, we may be directly exposed to new business risks or be subjected to enhanced exposure to existing risks if business initiatives are financed with our own capital.

Misconduct of our employees, suppliers, consultants or subcontractors could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.

Our employees, suppliers, consultants and subcontractors could engage in misconduct that adversely affects our business and reputation. We are subject to a number of obligations and standards arising from our asset management business and our authority over the assets managed by our asset management business. The violation of these obligations and standards by any of our employees, suppliers, consultants and subcontractors would adversely affect our clients and us. If our employees, consultants and subcontractors were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position and current and future business relationships. Detecting or deterring employee misconduct is not always possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees, consultants and subcontractors were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.

Risks Related to Doing Business in Brazil

The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions, could harm us and the price of our shares.

The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation, foster GDP growth and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import restrictions. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. We and the market price of our securities may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation:

•growth or downturn of the Brazilian economy;

•interest rates and monetary policies;

•exchange rates and currency fluctuations;

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•inflation;

•liquidity in Brazilian financial and capital market;

•import and export controls;

•exchange controls and restrictions on remittances abroad;

•modifications to laws and regulations according to political, social and economic interests;

•fiscal policy and changes in tax laws;

•economic, political and social instability;

•labor and social security regulations;

•energy and water shortages and rationing; and

•other political, diplomatic, social and economic developments in or affecting Brazil.

Uncertainty over whether the Brazilian federal government will implement changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our shares.

Political instability and economic uncertainty in Brazil may adversely affect us.

Brazil’s political environment has historically affected, and continues to affect, the performance of the country’s economy and, consequently, the confidence of investors and the general public. As a result, historically, a political crisis may cause an economic deceleration and heightened volatility in the securities issued by companies with operations in Brazil.

The Brazilian economy, political environment and the confidence of investors and the general public in Brazil have been recently affected adversely by the ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor and the Federal Police.

The outcome of these investigations remains uncertain, but they have had an adverse impact on the confidence and reputation of the companies involved, and on the general market perception of the Brazilian economy and political environment. We are not able to predict whether the ongoing investigations will result in further political and economic instability, or if new allegations against government officials and/or executives of private companies will arise in the future, adversely affecting us.

In January 2023, a new government, led by President Luiz Inácio Lula da Silva was inaugurated. Although the outline of his administration’s fiscal, monetary and economic policies are yet to be determined, as no concrete macroeconomic measures have been taken so far, there is an expectation that the new government will be leaning on left-wing political platforms than the previous administration.

Market and political researchers also share a widespread view that the government will increase its interference in the economy and may increase public spending to finance social protection programs. The Ministry of Economy is forecast to propose new budgetary rules to be submitted to Congress in order to reduce the current levels of government debt. It is unclear whether Mr. da Silva’s administration will be able to form a coalition and/or a legislative majority to be able to approve such initiatives.

In addition, any difficulties of the Brazilian government to obtain a majority vote in the national congress to implement reforms, may result in congressional gridlock and political unrest, which could adversely affect us.

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

Brazil has historically faced high rates of inflation. Such inflation added to certain measures taken by the Brazilian government in an attempt to curb inflation have, historically, adversely affected the Brazilian economy.

In accordance to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo — IPCA), which is published by the Instituto Brasileiro de Geografia e Estatistica (Brazilian Institute of Geography and Statistics, IBGE), Brazilian inflation rates were 5.79%, 10.06%, 4.52% and 4.31% in 2022, 2021, 2020 and 2019, respectively.

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In an attempt to curb the inflation, Brazil’s government has historically taken certain intervening measures and policies, which include the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates, and may introduce policies that could harm our business and the price of our shares.

In 2021, the Brazilian Central Bank began increasing the country’s base interest rates in an attempt to curb increasing inflation rates due to, among other factors, the COVID-19 pandemic. The Company sells products with payment terms of up to 60 days after delivery to our customers. As a result, the cost of capital to finance our operations and working capital has become more costly to the Company. To avoid leveraging for operating cash flow with high interest rates using Brazilian finance institutions, the Company has decided shift is financing needs to U.S. finance institutions (as well as this offering), to continue its expansion plan and mitigate the high cost of capital in Brazil.

If Brazil experiences high inflation in the future, we may not be able to adjust the prices we charge our customers in order to offset the effects of inflation on our cost structure, which could increase our costs and reduce our net and operating margins.

Exchange rate instability may have adverse effects on the Brazilian economy, and, as result, us.

The Brazilian currency (real) has been historically volatile and has suffered significant depreciation over the past three decades in relation to U.S. dollar and other foreign currencies. Since 1999, Brazil government adopted, with support of the Central Bank, measures that allowed the real/U.S dollar exchange rate to float freely.

During this period, the Brazilian government has implemented a number of economic plans and exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. We cannot assure you these measures will not be taken by the Brazilian government in the future or that we will not be adversely affected by a depreciation or appreciation of the real against the U.S. dollar and other currencies.

The variation of the real against U.S dollar during the past three years corresponds:

(i)In 2020, the real depreciated by 22.4% against the U.S. dollar and, on December 31, 2020, the Brazilian real/U.S. dollar exchange rate was R$5.1935 per US$1.00.

(ii)In 2021, the real depreciated by 6,8% against the U.S. dollar and on December 30, 2021, the real/U.S. dollar exchange rate was R$5.5749 per US$1.00.

(iii)In 2022, the real appreciated by 6,9% against the U.S. dollar and on December 30, 2022, the real/U.S. dollar exchange rate was R$5.2860 per US$1.00.

We cannot assure you that the real will not significantly appreciate or depreciate in relation to the U.S. dollar.

Depreciation of the real may create additional inflationary pressures in Brazil and cause increases in interest rates, which may negatively affect the overall Brazilian economy and, consequently, us, due to decreased consumption and increased costs. We have no control over and cannot predict the Brazilian foreign exchange policy. We may be adversely affected by changes in foreign exchange policies.

In addition, any depreciation of the real against the U.S. dollar would adversely affect the U.S. dollar value of our revenues and any distributions and dividends we make with respect to our shares, which will be made by our subsidiaries in reais.

On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts. We and certain of our suppliers purchase goods and services from countries outside of Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may affect the costs of goods and services that we purchase.

Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability.

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Risks related to the global economy may affect the perception of risks in other countries, particularly in the United States, Europe and emerging markets, adversely affecting the Brazilian economy and the market price of Brazilian securities, including ours.

The market value of securities of Brazilian companies or companies with substantial operations in Brazil is affected to varying degrees by geopolitical, economic and market conditions in other countries, including the United States, China, European countries and other Latin American and emerging market countries. Although economic conditions in the United States and European countries may differ significantly from economic conditions in Brazil, investors’ reactions to developments in these countries may adversely affect the market value of securities of such companies, including our shares. Moreover, crises or significant developments in other countries and capital markets may diminish investors’ interest in securities of such companies, including our shares, and their trading price, limiting or preventing our access to capital markets and to funds to finance our future operations at acceptable terms.

Additionally, the financial crisis and political instability in the United States, including the impact of the COVID-19 pandemic, the war involving Russia and Ukraine, the trade war between the United States and China, crisis in Europe and other countries, as well as the consequences of the departure of the United Kingdom from the European Union affected the global economy, producing a number of effects that directly or indirectly affected the Brazilian capital markets and economy, including fluctuations in the price of securities of listed companies, reduced availability of credit, deterioration of the global economy, fluctuation in exchange rates and inflation, among others, which may adversely affect us.

Any further downgrading of Brazil’s credit rating could reduce the trading price of our shares.

We may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

The rating agencies began to review Brazil’s sovereign credit rating in September 2015. Subsequently, the three major rating agencies downgraded Brazil’s investment-grade status:

•Standard & Poor’s initially downgraded Brazil’s foreign currency credit rating from BBB-negative to BB-positive and subsequently downgraded it again from BB-positive to BB, maintaining its negative outlook, citing a worse credit situation since the first downgrade. On January11, 2018, Standard & Poor’s further downgraded Brazil’s credit rating from BB to BB-negative.

•In December 2015, Moody’s placed Brazil’s Baa3’s issue and bond ratings under review for downgrade and subsequently downgraded the issue and bond ratings to below investment grade, at Ba2 with a negative outlook, citing the prospect of a further deterioration in Brazil’s debt indicators, taking into account the low growth environment and the challenging political scenario.

•In February 2018, Fitch downgraded Brazil’s sovereign credit rating from BB-positive to BB-negative, citing, among other reasons, fiscal deficits, the increasing burden of public debt and an inability to implement reforms that would structurally improve Brazil’s public finances.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently, the prices of securities issued by companies with significant Brazilian operations have been negatively affected. A prolongation or worsening of the recent Brazilian recession and continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading price of our shares to decline.

Enforcement risks related to civil liabilities due to our subsidiaries and our officers and directors being located in Brazil.

Our operational subsidiaries (BR Brands S.A. (formerly BR Brands Ltda.) and Boni Logística Ltda.) are companies incorporated under the laws of Brazil and all of our directors and executive officers are individuals resident in Brazil. As a result, it may be more difficult to enforce liabilities, rulings and judgments on these individuals and entities in the U.S. Investors who wish to invest in our shares are subject to several limitations in effecting service of process and

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enforcing civil liabilities in Brazil; especially considering the lack of reciprocity and treaties between Brazil and U.S. for service of process and the reasonable costs that may be incurred in any future litigation against our subsidiaries, directors and officers located in Brazil. Our directors and officers do not have process agents in the U.S.

Risks Related to Our Indebtedness

If we are unable to generate sufficient cash to service all of our indebtedness, we may be forced to take other actions to fund the satisfaction of our obligations under our indebtedness, which may not be successful.

If our cash flow is insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance our indebtedness. However, we may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Even if new financing were available, it may be on terms that are less attractive to us than our then existing indebtedness or it may not be on terms that are acceptable to us.

If we cannot generate sufficient cash flow to permit us to make scheduled payments on our debt, then we will be in default and holders of that debt could declare all outstanding principal and interest to be due and payable. If our existing indebtedness were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full.

Risks Related to the Offering, Our Securities and the Securities Markets

There is no existing market for our shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our shares fluctuates after this offering, you could lose all or a significant part of your investment.

Prior to this offering and the sales of our common stock by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, there has not been a public market for our shares. If an active trading market does not develop, you may have difficulty selling any of our shares that you buy. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the NYSE American, or otherwise or how liquid that market might become or if it will be maintained active or sustained in the long term. The initial public offering price for our shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our shares at prices equal to or greater than the price paid by you in this offering or at all.

In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. If a market does not develop or is not maintained, the liquidity and price of our shares could be seriously harmed.

Trading in our securities may be prohibited if the PCAOB determines that it cannot inspect or fully investigate our auditors, and as a result, NYSE American may determine not to list or to delist our securities.

Our auditor, Russell Bedford GM Auditores Independentes S/S, an independent registered public accounting firm headquartered in Brazil, is currently subject to PCAOB inspections and has not been inspected by the PCAOB on a regular basis. However, Russell Bedford GM Auditores Independentes S/S has been registered with the PCAOB since October6, 2020 and is currently subject to, and available for, PCAOB inspection at any time. If the PCAOB is unable to inspect the work papers of our accounting firm, such lack of inspection could cause trading in our common stock to be prohibited, and as a result, an exchange may determine not to list or to delist our common stock. The delisting and the cessation of trading of our common stock, or the threat of our common stock being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. If our auditors fail to timely meet the PCAOB inspection requirement, our common stock may be prohibited from trading on the NYSE American.

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Sales of substantial amounts of our shares in the public market, or the perception that these sales may occur, could cause the market price of our shares to decline.

Sales of substantial amounts of our shares in the public market, or the perception that these sales may occur, could cause the market price of our shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities.

Under our articles of incorporation, we are authorized to issue up to 30,000,000shares with a par value of $0.001 per share. We and our existing shareholders have agreed in connection with this offering, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this offer without their prior written approval. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our shares.

Following the completion of this offering, we will have outstanding [•] shares of common stock, or [•] shares of common stock if the underwriters exercise in full their option to purchase additional shares.

Our controlling shareholder will, in the aggregate, own at least [•] % of our issued shares and nonetheless will control all matters requiring shareholder approval. Our controlling shareholder also has the right to nominate a majority of our board and consent rights over certain corporate transactions. This concentration of ownership limits your ability to influence corporate matters.

Prior to the date of this prospectus, Mr.Paulo R. Bonifacio, our President and controlling shareholder, hold approximately 73.4% of our outstanding shares of common stock. Immediately following the completion of this offering, our controlling shareholder will own approximately [•]% of our outstanding shares and will continue to be our controlling shareholder following the completion of this offering. As a result, the controlling shareholder will control a majority of our voting power and will have the ability to control matters affecting us which are submitted to a vote of shareholders for approval. Mr.Paulo R. Bonifacio will have the power to, among other matters, elect the members of our board of directors and of our subsidiaries in Brazil, set our management policies and exercise significant control over the outcome of all decisions at our shareholders’ meetings. He will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses.

The interests of our controlling shareholder may potentially conflict with, or differ from, the interests of our other shareholders. For example, our controlling shareholder may cause us to make acquisitions that increase the amount of our indebtedness or outstanding shares, sell revenue-generating assets, decrease our level of working capital or inhibit change of control transactions that may benefit other shareholders. He may also pursue acquisition opportunities for himself that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. Such potential conflicts of interest could cause the interests of our controlling shareholder to differ from the interests of our other shareholders.

As long as Mr.Paulo R. Bonifacio continues to own a majority of our outstanding shares, he will have the power to significantly influence all our corporate decisions and may be able to effect or inhibit changes in the control of our company.

Given the capital needs to finance and sustain the growth of the company, Mr.Paulo R. Bonifacio and our management may have to propose a retention of cash and not recommend the distribution of dividends to shareholders in order for the company to have sufficient funds to meet its financial, working capital and investment needs.

We are a “controlled company” as defined under NYSE American listing standards, and we are permitted to elect to rely on certain exemptions from corporate governance rules; although we do not expect to rely on the “controlled company” exemption under the listing standards of the NYSE American, we expect to have the right to use such exemption and therefore we could in the future avail ourselves of certain reduced corporate governance requirements.

We are a “controlled company” as defined under the NYSE American listing standards because our shareholder, Mr.Paulo R. Bonifacio, currently beneficially owns approximately 73.4% of the voting power prior to this offering and the sales of our common stock by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, and will own approximately [•]% of the voting power at the completion of this offering. As long as Mr.Paulo R. Bonifacio

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continues to own at least 50% of the voting power of our Company, we will continue to be a controlled company under NYSE American listing standards. For so long as we are a controlled company under that definition, we are permitted however to elect to rely on certain exemptions from corporate governance rules, including:

•an exemption from the rule that a majority of our board of directors must be independent directors;

•an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

•an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although we do not intend to rely on the controlled company exemptions provided under the NYSE American listing standards, we expect to have the right to use such exemptions in the future. To the extent we use the controlled company exemption under the NYSE American listing standards in the future, a majority of the members of our board of directors may not be independent directors, and each of the Compensation Committee and the Nominating and Corporate Governance Committee may not consist solely of independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our shares and our trading volume could decline.

The trading market for our shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no or too few securities or industry analysts commence coverage of our company, the trading price for our shares would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our shares or publish inaccurate or unfavorable research about our business, the price of our shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our shares could decrease, which might cause the price of our shares and trading volume to decline.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders and you may lose all or part of your investment.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate or decline significantly in the future and you could lose all or part of your investment.

Certain broad market and industry factors may materially decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including recently. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Our ability to pay dividends to our shareholders is restricted by applicable laws and regulations and by the ability of our subsidiaries to pay dividends to us.

Our revenues depend on the dividend stream coming out of our Brazilian subsidiaries.

In order to increase our cash position and strengthen our working capital levels and reduce third-party capital needs, we currently intend to retain our future earnings, if any, for the foreseeable future, to fund the operation of our business and future growth. We and our subsidiaries do not intend to pay any dividends to holders of our shares for a period that may exceed 5 years from this offer. As a result, capital appreciation in the price of our shares, if any, will be your only source of gain on an investment in our shares.

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In addition to what is described above, we cannot guarantee that we will be able to pay dividends to holders of our shares following this offering. Holders of our shares are only entitled to receive cash dividends to the extent our board of directors out of funds legally available for such payments. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant. In addition, our holding company structure makes us dependent on the operations and payment of dividends of our subsidiaries. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Brazilian corporate legislation imposes certain restrictions on dividend distribution, such as a mandatory offset of losses and payment of corporate income taxes prior to any such distribution.

New investors in our shares will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our shares will be substantially higher than the pro forma net tangible book value per share of the outstanding shares immediately after this offering. Based on an assumed initial public offering price of $[•] per share (the midpoint of the price range set forth on the cover of this offer) and our net tangible book value as of September30, 2023, if you purchase our shares in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately $[•] per share in pro forma net tangible book value. As a result of this dilution, investors purchasing our shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

The offering price of the primary offering and resale offering could differ.

The offering price of our common stock in the initial public offering has been determined by negotiations between us and the underwriters. The offering price in the initial public offering bears no relationship to our assets, earnings or book value, or any other objective standard of value. The selling shareholders may sell the resale shares at prevailing market prices or privately negotiated prices after close of the offering and listing of our common stock on the NYSE American. Therefore, the offering prices of the initial public offering and resale offering could differ. As a result, the purchasers in the resale offering could pay more or less than the offering price in the primary offering.

The resale by the Selling Shareholders may cause the market price of our common stock to decline.

The resale of shares of our common stock by the selling shareholders, as well as the issuance of our common stock in this offering could result in resales of our common stock by our current shareholders concerned about the potential dilution of their holdings. In addition, the resale by the selling shareholders after expiration of the lock-up period could have the effect of depressing the market price for our common stock.

The Selling Shareholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Common Stock.

12,000,000shares of our common stock are issued and outstanding as of the date of this prospectus. Our selling shareholders may be able to sell their shares of common stock under Rule 144 after the completion of this offering. Because these selling shareholders have paid a lower price per share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price, which could impact the trading price of our common stock following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before the selling shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period.

We may need to raise additional capital in the future by issuing securities or may enter into corporate transactions with an effect similar to a merger, which may dilute your interest in our share capital and affect the trading price of our shares.

We may need to raise additional funds to grow our business and implement our growth strategy through public or private issuances of shares or securities convertible into, or exchangeable for, our shares, which may dilute your interest in our share capital or result in a decrease in the market price of our shares. In addition, we may also enter into mergers or other similar transactions in the future, which may dilute your interest in our share capital or result in

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a decrease in the market price of our shares. Any fundraising through the issuance of shares or securities convertible into or exchangeable for shares, or the participation in corporate transactions with an effect similar to a merger, may dilute your interest in our capital stock or result in a decrease in the market price of our shares.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our shares. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations.

The future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise will dilute all other stockholdings.

We have reserved a total of 815,000shares of common stock in our 2023 Equity Incentive Plan to fulfill any future grants under the Company’s option plan or other future grants by the Company to its employees, officer or directors.

As of the date of this Prospectus, we have granted to certain director and employees of the Company or its subsidiaries (the “Beneficiaries”) options to acquire up to an aggregate total of 515,000shares of our common stock.

The options granted to the Beneficiaries were made pursuant to option grant agreements entered into between the Company and each respective Beneficiary (“Option Agreement”). Pursuant to the Option Agreements, an aggregate total of (a) 215,000 options are not exercisable until July1, 2024; (b) 215,000 options are not exercisable until December28, 2024; (c) 42,500 options are not exercisable until March28, 2025; and (d) 42,500 options are not exercisable until June26, 2025. Consequently, as of the date of this prospectus, none of the options granted by the Company to the Beneficiaries have been exercised and all the options become exercisable after the consummation of this offering.

The purpose of the 2023 Equity Incentive Plan is to establish rules for employees of the Company to acquire our shares, with the aim of: (i) aligning the interests of executives and other employees with those of the Company’s shareholders, in generating results and creating sustainable value, and (ii) reinforcing the long-term orientation of decisions taken by executives. The goal is to create a long-term incentive, based on the concept of a stock option, which consists of granting a right and not an obligation to buy Company common shares at pre-established prices and terms.

We may grant all our common stock reserved for grants under the Company’s option plan or other future grants by the Company to its employees, officer or directors without any further action or approval by our stockholders. Any common stock issued/transferred in connection with our incentive plans, the exercise of outstanding stock options or otherwise would dilute the percentage ownership held by the investors who purchase common stock in this offering.

Our costs could increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

Proceedings to enforce a U.S. Court judgment in Brazil with respect to our shares may be payable only in reals.

All of our operational assets and our operational subsidiaries are located in Brazil. If proceedings are brought in Brazil seeking to enforce a U.S. court judgment in respect of our shares, our subsidiaries may not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date the judgment is obtained, and such amounts are then typically adjusted to reflect exchange rate variations and monetary restatements through the effective payment date. The then-prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the shares.

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Our shares may not be a suitable investment for all investors, as investment in our shares presents risks and the possibility of financial losses.

The investment in our shares is subject to risks. Investors who wish to invest in our shares are thus subject to asset losses, including loss of the entire value of their investment, as well as other risks, including those related to our shares, us, the sector in which we operate, our shareholders and the general macroeconomic environment in Brazil, among other risks.

Each potential investor in our shares must therefore determine the suitability of that investment in light of its own circumstances.

In particular, each potential investor should:

•have sufficient knowledge and experience to make a meaningful evaluation of our shares, the merits and risks of investing in our shares and the information contained in this offer;

•have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in shares and the impact our shares will have on its overall investment portfolio;

•have sufficient financial resources and liquidity to bear all of the risks of an investment in our shares;

•understand thoroughly the terms of our shares and be familiar with the behavior of any relevant indexes and financial markets;

•be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and

•be willing to be exposed to investment in emerging markets and the food industry.

Our stock price may change significantly following this offering, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

Even if a trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in “— Risks Related to Our Business” and the following:

•results of operations that vary from the expectations of securities analysts and investors;

•results of operations that vary from those of our competitors;

•changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•changes in economic conditions for companies in our industry;

•changes in market valuations of, or earnings and other announcements by, companies in our industry;

•declines in the market prices of stocks generally, particularly those of dry food companies;

•additions or departures of key management personnel;

•strategic actions by us or our competitors;

•announcements by us, our competitors our suppliers of significant contracts, price reductions, new products or technologies, acquisitions, dispositions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

•changes in preference of our customers and our market share;

•changes in general economic or market conditions or trends in our industry or the economy as a whole;

•changes in business or regulatory conditions;

•future sales of our common stock or other securities;

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•investor perceptions of or the investment opportunity associated with our common stock relative to other investment alternatives;

•changes in the way we are perceived in the marketplace, including due to negative publicity or campaigns on social media to boycott certain of our products, our business or our industry;

•the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

•changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business;

•announcements relating to litigation or governmental investigations;

•guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

•the development and sustainability of an active trading market for our common stock;

•changes in accounting principles; and

•other events or factors, including those resulting from informational technology system failures and disruptions, epidemics, pandemics, natural disasters, war, acts of terrorism, civil unrest or responses to these events.

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation against various issuers. If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation, which may adversely affect the market price of our common stock.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders could have rights senior to holders of our common stock to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities or securities convertible into equity securities, existing stockholders will experience dilution and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, you bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our credit agreements and other indebtedness we may incur, and such other factors as our board of directors may deem relevant. See “Dividend Policy.” As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than your purchase price.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of our shares in this offering will be approximately $[•] million, assuming an initial public offering price of $[•] per share, which is the midpoint of the range set forth on the cover page of this prospectus, and assuming no exercise of the underwriter’s over- allotment option to purchase additional shares.

We intend to use the net proceeds from this offering in the following ways:

We will use 85% of the net proceeds to purchase raw materials, consisting of the following:

•Beans — 25% of net proceeds

•Rice — 40% of net proceeds

•Cassava, Corn, Naturals and Wheat altogether — 20% of net proceeds

We will use the remaining 15% of the net proceeds for other 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.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition and our actual use of proceeds may vary based upon management’s judgement. As of the date of this prospectus, we cannot predict with complete certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the actual amounts that we will spend on the uses set forth above.

Our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of those net proceeds. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business.

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DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, tax considerations, legal or contractual restrictions, business prospects, the requirements of current or then-existing debt instruments, general economic conditions and other factors our Board of Directors may deem relevant.

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CAPITALIZATION

The following table sets forth our capitalization as of September30, 2023 presented:

•On an actual basis; and

•On a pro forma as adjusted basis, to give further effect to (i) the sale of [•] shares of common stock by us in this offering at the initial public offering price of $[•] per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and assuming no exercise of the underwriters’ over-allotment option to purchase additional shares; and (ii) 112,767shares of common stock issuable upon conversion of the 2023A Convertible Note, 2023B Convertible Note, and 2023C Convertible Note and accrued payment-in-kind interest of approximately $[•] as of [•], 2023, at a conversion price of $[•] (equal to 65% of the offering price per share of common stock in this offering).

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

	As of September 30, 2023
	Actual			As Adjusted
	(in thousands, except share data)
Cash and cash equivalents	$	219,125		$	[•]
Total current assets	$	2,132,917		$	[•]
Current liabilities	$	5,118,262		$	[•]
Total liabilities	$	6,452,995		$	[•]
Stockholders’ equity:
Common stock, par value $0.001 per share; 30,000,000 authorized shares, 12,000,000 shares issued and outstanding, actual; 30,000,000 authorized shares; [•] shares issued and outstanding, as adjusted	$	12,000			[•]
Additional paid-in capital	$	1,000,492			[•]
Accumulated deficit	$	(4,257,348	)		[•]
Total stockholders’ equity (deficit)	$	(3,244,856	)		[•]
Common stock outstanding		12,000,000			[•]

Each $1.00 increase or decrease in the assumed initial public offering price of $[•] per share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase or decrease each of cash, total stockholder’s equity and total capitalization on an as adjusted basis by approximately $[•], assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each [•] share increase or decrease in the number of shares offered in this offering would increase or decrease each of cash, total stockholder’s equity and total capitalization on an as adjusted basis by approximately $[•], assuming that the price per share for the offering remains at $[•] (which is the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

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DILUTION

If you invest in our common stock in this offering, your interest will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock in this offering and the net tangible book value per share of our common stock after this offering.

Our historical net tangible book value as of September30, 2023 was $(2,820,484), or approximately $(0.24) per share of our common stock.

“Net tangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible book value divided by the total number of shares outstanding on September30, 2023.

After giving further effect to the sale of [•] shares in this offering at an assumed initial public offering price of $[•] per share, the midpoint of the range set forth on the cover page of this prospectus, and assuming no exercise of the underwriter’s over- allotment option to purchase additional shares, and after deducting the underwriting discount and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of [•] would have been approximately $[•], or $[•] per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $[•] million or $[•] per share to the existing stockholders and an immediate dilution of $[•] per share to new investors. The following table illustrates this per share dilution:

The following table illustrates this dilution:

Assumed public offering price per share			$	[•]
Pro forma net tangible book value per share as of September 30, 2023	$	[•]
Increase in pro forma net tangible book value per share attributable to the offering	$	[•]
Pro forma as adjusted net tangible book value per share as of [•] after the offering			$	[•]
Dilution per share to new investors in the offering			$	[•]

A $1.00 increase (decrease) in the assumed initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease), our pro forma as adjusted net tangible book value per share after this offering by $[•], and would increase (decrease) dilution per share to new investors in this offering by $[•], assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares of common stock in the number of shares offered by us would increase (decrease) our as adjusted net tangible book value per share after this offering by approximately $[•] per share and decrease (increase) the dilution to new investors by approximately $[•] per share, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

The following table shows, as of September30, 2023, after giving effect to the number of shares of common stock purchased from us, the total consideration paid to us and the price paid per share by the existing stockholders and by new investors purchasing shares of common stock in this offering an assumed initial public offering price of $[•] per share, before deducting the underwriting discount and estimated offering expenses payable by us, and assuming no exercise of the underwriter’s over-allotment option (in thousands, except per share amounts and percentages):

		Shares Purchased				Total Consideration Average Price
	Number	Percent		Amount		Percent		Per Share
Existing stockholders	12,000,000	[•]	%	$	[•]	[•]	%	$	[•]
New investors	[•]	[•]	%	$	[•]	[•]	%	$	[•]
Total	[•]	100.0	%	$	[•]	100.0	%	$	[•]

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The above table and discussion includes 12,000,000shares of common stock outstanding as of September30, 2023, and excludes:

•[•] shares of common stock issuable upon the exercise of outstanding options at an exercise price of $[•] per share;

•815,000shares of common stock reserved for issuance upon the exercise of incentive stock options (ISOs) under the 2023 Equity Incentive Plan and non-qualified stock options (NSOs), at a weighted average exercise price of $[•].

•[•] shares reserved for the exercise of the underwriter’s over-allotment option.

•Conversion of $293,200 convertible notes into shares of common stock (112,767 as of the date hereof at a conversion price equal to 65% of the offering price per share of common stock in this offering. which is assumed to be $4.00 per share).

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this prospectus.

This discussion and analysis contains certain forward-looking statements that involve risks and uncertainties, including, without limitation, those factors set forth under the “Cautionary Statement Concerning Forward-Looking Statements”, “Presentation of Financial Information”, and “Risk Factors” sections of this prospectus that could cause actual results to differ materially from those anticipated in these forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any future period.

Overview

BRB Foods Inc. (the “Company”) is a holding company incorporated in the State of Wyoming which indirectly owns BR Brands S.A. (formerly BR Brands Ltda.), its food company subsidiary, and Boni Logistica Ltda., its logistics and distribution company subsidiary, which are both incorporated in Brazil. Through our operational subsidiaries based in São Paulo, Brazil, we aim to be present in all meals of Brazilian families, by introducing healthy and quality food. We currently provide our products in seventeen (17) Brazilian states through fourteen (14) integrated distribution centers (“IDCs”). Aligned with Brazilians’ eating habits and with the search for natural foods for a healthy life, we offer products based on grains, cereals, milk protein, vegetable protein, vegetables, and fruits. Our products are cultivated, selected, and prepared within the highest operational standards.

We are licensed to launch, produce, sell, and distribute certain food products under four (4) well-known brands in Brazil. Additionally, due to our management’s logistics experience, our distribution capabilities continue to be further improved. We consider our distribution capabilities a key aspect of our business as it allows us to provide improved delivery services to our customers while increasing efficiency and sustainability.

Operational Update

During the nine months ended September 30, 2023, we improved the strength, structure, and the capabilities of our Company. Our use of well-known brands has proven to be effective with sales of our existing products and when launching new products and entering new food categories. Our sell-out workforce is focused on increasing the end-customer experience, which increases our final sales volumes and brand awareness. Our distribution efficiency in our fourteen (14) integrated distribution centers continues to play a key role in our operation as it makes our company more competitive and sustainable. Nevertheless, a key challenge we face is our cash mismatch.

We consider our food operations with emphasis on distribution and logistics to be a viable business model. With access to new cash infusions to be used as working capital, we believe we will be able to generate the necessary cashflow to meet our existing demand and realize our projected growth.

During the nine months ended September 30, 2023, we reached important milestones. We increased our sales presence to seventeen (17) Brazilian states and completed the homologation process of fourteen (14) strategically located IDCs, giving us the ability to manufacture, sell and distribute our products to all of Brazil.

We also acquired additional licensing for certain existing products and new products launches. Consequently, we now sell over 60 products under four (4) popular brands in Brazil.

We believe our product portfolio expansion and distribution operations will enable us to increase our gross margin, improve cash management and increase efficiency and sustainability of our entire business operation.

Constant Innovation

We believe we stand out in our industry due to our daily and constant search for innovation, improving ourselves through research, and engaging with product development. We monitor market trends and we are always looking for new ideas, opportunities, partnerships and creating new products to surprise, care for and satisfy consumer desires.

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Operational Cornerstones

Excellence in supply chain:    Due to the nature of our business, we need to have a well-implemented structure for all stages of the production chain. From purchasing inputs, to manufacturing, logistics (receipt, storage and delivery) and planning, the Company has a team of qualified professionals leading these activities, so that BR Brands S.A. (formerly BR Brands Ltda), our subsidiary in Brazil, has a smooth and efficient flow of products, utilizing the partnership and support of Boni Logística Ltda., our subsidiary in Brazil, for logistics operations.

Quality as the primary goal:    Our subsidiaries have teams dedicated to quality control, to ensure that the interactions between the end customer and the supermarket, in the B2B2C model, occurs efficiently and safely. These quality control teams also work at the point-of-sale, closely monitoring product shelves and everything occurring in retail establishments. As a result, the company believes it obtains a holistic view of the point of sale and can react quickly where necessary.

Conducting our business with high ethical standards, in compliance with applicable legislation is fundamental for the Company. For this reason, we select suppliers aligned with our values and commitments, who can contribute to building quality and long-term relationships.

Business Model

Developing categories and building brands

We are responsible for managing certain licensed brands with significant nationwide brand-recognition in Brazil, such as Knorr, Arisco, Maizena and Mãe Terra. Consequently, we verify our entire production and distribution process meets our quality control and sustainability standards. We recognize that our main focus is the point of sale, the point where our product’s relationship with the customer begins and the customer’s needs are satisfied.

Combining the strength of our licensed brands and the experience of our executives in the food and logistics sector, we were able to foster the expansion of our licensed brands to categories in which they were not previously present, despite the significant recognition these licensed brands had in Brazil.

The significant regionalization of brands in different product categories in Brazil, the result of tax and regulatory differences from state to state in Brazil, and the universality of the products that the Company began developing, presented us with the challenge of how to produce and sell product categories in Brazil — a large country.

Common brands in one region of Brazil may be unknown brands in other regions, creating a tangle of products with which we would come to compete with global strength products, such as Knorr and Maizena, and others of great national strength, such as Arisco and Mãe Terra.

Our Operations

Since we began operating in 2020, the Company has structured its processes to be based on pillars of the environmental, social, and corporate governance (“ESG”) philosophy, focusing on food safety, quality associated with excellence and recognition of our licensed brands and work safety. We work against child labor, avoid suppliers we are aware maintain poor workplace conditions, and respect the environment and employ best practices in our product quality.

We believe our products are cultivated, selected and prepared with the highest rigor and operational standards. Our products are carefully selected from their origin to their packaging, all while adhering to the strictest planting, harvesting and processing practices.

In addition to ensuring that production is carried out with the strictest standards, we verify compliance our product quality standards by analyzing product samples, storing products using the strictest product-storing criteria, and processing the products with adherence to the EGS pillars at all stages.

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Considering the sales process is a central element of our business activities, our products are packaged and distributed seeking to engage the consumer by using clear and direct packaging communicating the quality and benefits of the product to perfect traceability from the package on the shelf to the arrival of the purchase of feedstock. To this end:

•we identify opportunities, anticipate trends and propose a product portfolio to our customers;

•from a matrix of products, we develop and certify suppliers — whether in accordance with our strict quality and standards, or customized to the specific requirements of each client;

•we develop packaging and visual communication materials;

•we register our products with major supermarket chains which sell our products;

•we deliver our products through our own logistics division using vehicles we continuously monitor and track; and

•through our own SAC, we believe we can satisfy our end customers.

Strategy

Innovation, focus on the customer, sustainability and absolute quality are the essential elements that we will increasingly strengthen in 2023, seeking distribution throughout Brazil of products previously regionalized or pulverized, and a standardization of the quality and prestige of the licensed brands we carry.

In 2023, we will work with a series of new products, from different licensed brands, such as beans, farofa, farinaceous products, straw potatoes, popcorn corn, Maizena brand corn meal and more than twenty (20) new seasonings from Arisco; in addition to the products already launched by us under the licensed Knorr brand and licensed from Mãe Terra Produtos Naturais Ltda.

In addition, we are a vertically operated Company and must ensure we make good use of our assets, we have cohesion in our values and practices, we maintain win-win relationships in the value chain, and we cultivate leaders capable of adequately guiding our business.

Our strategic direction is based on strengthening as a national food company in Brazil and paving way for our international operations through profitable growth, expansion of our operational efficiency through optimization in our use of natural resources, reduction in our use of product packaging, and development of more nutritious products. Our projected business expansion occurs based on two key pillars:

•Current business growth through geographic diversification: to this end, we pay particular attention to our product portfolio, product mix and distribution channels, taking advantage of our existing logistics network with a focus on agile processes.

•Entry into new product categories that may occur organically or inorganically, focusing on products that have synergy with our current business: our entry into new product categories is focused on expanding the Company’s product portfolio with brands and products offering greater added value thereby increasing our current margins.

To sustain our growth strategy, the Company relies on a solid business model and a commercial strategy based on consistent investments in marketing, assertive pricing models, use of technology and new methodologies to meet market trends.

Innovation is also an important pillar of our strategy. Completion of our implementation of business management software for all sectors of the Company is scheduled for the end of our fiscal year 2023.

The Company relies on the involvement of its management and employees in all areas of the Company’s growth strategy and vision. We foresee the Company’s future as a consolidated large national and international food company, with diversified operations, sustainable growth and respect for origins.

Strategic Planning

We believe that it is up to leadership to meticulously study movements in the national and international markets — with projects such as those carried out in recent years, for the acquisition of leading companies — and capture opportunities related to innovation and differentiation in a sector of strong competition.

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We recognize the importance of maintaining a long-term perspective that gives confidence to our stakeholders regarding the Company’s direction and vision.

Our strategic planning is based on the following pillars:

•Strong performance in large consumer markets: the Company has a wide presence in the state of São Paulo, the largest consumer market in Latin America, added to the excellent long-term relationship with large retailers and supermarkets and is present in more than 2,500 points of sale.

•Renowned brands: traditional and recognized brands, built over decades — a characteristic widely considered by consumers in their purchases, with 4 brands and 6 product families.

•Excellent operational and financial management: The Company has its own factory and warehouse, duly equipped, with balance sheets being audited by external auditors since 2020 and excellence in operational controls.

•Significant growth: relevant sales growth since 2020, through gains in market share and entry into new markets, with the implementation of measures to improve operating results. All this in a segment with high growth potential (convenience foods) for the coming years.

Our Priorities

Since the beginning of the subsidiary’s activities, directors, advisors and other leaders have mobilized in the construction of the Strategic Plan, validated by the Board of Directors and translated into actions, projects and investments designed to enhance efficiency, integration of operations and greater profitability of the Company and thus build an assertive long-term path, further strengthening the Company’s strengths.

Through this planning, we will reinforce management in the most sensitive areas and evolve in the areas conquered in recent years, always oriented to generate value in a consistent and planned way.

Achieving this vision is based on our competitive advantages and is guided by three central guidelines:

•Global presence with strong brands — we are leaders among the main cash-and-carry companies in Greater São Paulo;

•Focus on the main product categories in which we operate — strengthening the portfolio and its quality and convenience is part of a constant effort, which requires prioritization and focus on the main categories in which we operate;

•Capturing opportunities — growth through investments in production, joint ventures and partnerships. We must, therefore, keep an eye out for all opportunities to grow and gain market share.

Critical Accounting Policies and Estimates

Estimates and accounting judgments

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Reviews in relation to accounting estimates are recognized in the period in which the estimates are reviewed and in any affected future periods.

Foreign Currency Translation

We consider the Brazilian real as our functional currency because we conduct substantially all of our business in Brazil and denominated in that currency.

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The assets and liabilities in Brazil are converted into US dollars, which is our reporting currency, at exchange rates existing at the relevant balance sheet dates. Revenue and expenses are converted at average exchange rates and shareholders’ equity and net worth are converted at historical exchange rates. Adjustments resulting from converting the financial statements from Brazilian real into US dollars are included in the foreign currency conversion adjustment, a component of accumulated other comprehensive income (loss).

Description of the Line Items of our Statement of Profit (Loss)

Revenue Recognition

US GAAP states the specific conditions under which revenue must be recognized and determines the accounting for such revenue. Typically, revenue is recognized when a critical event occurs, when a product or service is delivered to a customer and the cash value is easily measurable by the company.

Management has also to ensure that all revenue recognition principles within the company remain constant over time, so historical financials can be reviewed and revised for seasonal trends or inconsistencies by investors and stakeholders.

The revenue recognition principle is also regulated by ASC 606 in US GAAP terms and requires that revenues are recognized in the income statement in the period in which they are transferred/realized and earned — not necessarily when cash is received.

The revenue-generating activity must be fully or essentially completed to be included in revenue during the respective accounting period. In addition, there must be a reasonable level of certainty that payment for the revenue earned will be received. Finally, according to the standard principle, revenue and its associated costs must be reported in the same accounting period.

Accounting Standards Codification (ASC) 606: On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 606, referring to revenue from contracts with customers. ASC 606 provides a uniform framework for recognizing revenue from contracts with customers. The old guidance was industry-specific, which created a fragmented policy system. The updated revenue recognition standard is industry-neutral and therefore more transparent. It allows for better comparability of financial statements with standard revenue recognition practices across industries.

The five steps required under US GAAP to satisfy the updated revenue recognition principle, all of which are followed by the Company, are as follows:

•Identify the agreement with the customer;

•Identify contractual enforcement obligations;

•Determine the consideration amount/price of the transaction;

•Allocate the determined amount of consideration/price to the contractual obligations and;

•Recognize revenue when the performing party satisfies the performance obligation.

In addition, there must be a reasonable level of certainty that payment for the revenue earned will be received. Finally, according to the standard principle, revenue and its associated costs must be reported in the same accounting period.

Government Grants

Government grants are recognized when there is reasonable assurance that the entity will comply with all conditions. When the benefit refers to an expense item, it is recognized as revenue over the benefit period, in line with the credit reporting period under the accrual basis of accounting.

The government grants we receive are in form of tax incentives received from the various states in which we operate in the amount of ICMS (Imposto sobre Circulação de Mercadorias e Serviços, a State Value-Added Tax on Services and Circulation of Goods) that may be due and levied on the Company’s business.

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We are eligible to benefit from tax benefits arising from government subsidies related to the reduction of the ICMS calculation base on the sale of grains, which therefore grant a presumed credit to the company for purposes of calculating the ICMS to be paid by the Company.

The portion of net income resulting from these tax incentives, not taxed, in accordance with article 195-A of Law 6,404/76, is allocated to a tax incentive reserve in our financials, which is consequently excluded from the profit distribution calculation, and used only for capital increase or the absorption of accumulated losses.

According to Brazilian tax law, tax benefits granted in the form of presumed/granted ICMS credits arising of operations with food products carried out by industrial and commercial establishments (which is the case of the Company) in the states of Rio de Janeiro, Paraná and São Paulo are now considered subsidies for investments, and may deducted from the calculation basis of income tax and social contribution on net profits. Thus, the Company calculated the ICMS tax benefit in the accumulated total of US$1,043,814 as of December31, 2022 (US$181,274 on December31, 2021). As provided for in Article 30 of Brazilian Law no. 12,973/14, the tax incentive reserve may be used to absorb accumulated losses, provided that the other Profit Reserves (with the exception of the Legal Reserve), if any, have previously been fully absorbed, or for a capital stock increase. Within the same legal provision, the tax incentive reserve and legal reserve do not make up the calculation base for the minimum mandatory dividend, and the Company must submit it to taxation, in case of distribution.

Taxes

Current income and social contribution taxes, tax rates and laws used to calculate the amounts are those in force at the base date of the relevant financial statements. In Brazil, income taxes include both income and social contribution taxes. Under the taxable profit based on accounting records regime (“lucro real”), applicable to the Company, income tax is calculated at the rate of 15% on taxable profit, plus 10% surtax on profit exceeding BRL240 over 12 months, whereas social contribution tax is levied at a rate of 9% on taxable profit, both recognized on an accrual basis, therefore additions to book income of temporarily nondeductible expenses or exclusions of temporarily nontaxable income upon determination of current taxable profit generate deferred tax assets or liabilities.

Sales taxes

Revenues, expenses and assets are recognized net of sales taxes, except:

•When sales taxes incurred on the purchase of assets or services are not recoverable from tax authorities, in which case sales taxes are recognized as part of the acquisition cost of the asset or expense item, as applicable;

•When amounts receivable and payable are stated together with sales taxes, and

•When net sales taxes, either recoverable or payable, are included as a component of amounts receivable or payable in the statements of financial position. Revenues from sales in Brazil are subject to the following taxes and contributions, at the basic rates below:

	Rates
State Value-added tax (ICMS)	0.00% to 20.00%
Contribution tax on gross revenues for social security financing (COFINS)	0.00% to 7.60%
Contribution tax on gross revenues for social integration (PIS)	0.00% to 1.65%
Federal Value-added tax (IPI)	0.00% to 5.00%
Services tax (ISS)	0.00% to 5.00%

Non-cumulative PIS/COFINS credits are recorded as a deduction of cost of products sold or general and administrative expenses in the statements of profit or loss, according to the source of the expenditure. Taxes recoverable are stated under current or noncurrent assets according to their estimated realization. Revenues are stated net of taxes in the statements of profit or loss.

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Cost of Goods Sold

We work in a B2B2C model, which means Business-to-Business-to-Consumer, in which it sells directly to the consumer, but the sale is facilitated by the retailer (supermarkets, wholesalers and retailers), so that the business model includes the entire chain.

In practice, the company buys raw materials from their producers, sends it to the factory, which performs the raw material quality process and sends it to the distribution partner.

In the case of Knorr beans, for example, BR Brands buy the raw material and manages the processing at the factory, in order to ensure the quality of the beans. Then, the product goes to bagging the package, with the customer’s visual identity, but designed by BR Brands which sells directly to wholesalers — among the customers are GPA, Carrefour and Sendas, for example.

At this stage, there is great operational synergy with Boni Logística, which delivers the finished product to the partner distributor. At the end of the day, we handle all stages of the supply chain — production, factory, industry, services and sale to the final consumer.

On another front, BR Brands works under the assumption that the point of sale is to be handled with state of the art techniques, transforming the supermarket shelves with an attractive visual identity for the consumer, combined with the training of teams that are on site focused on sales promotion, and an automated process for inspecting the shelves where customers’ brand products are displayed.

Selling and Marketing expenses

Selling and marketing expenses comprise (i) expenses with our sales team, (ii) commissions paid to franchisee, (iii) advertising expenses and (iv) allowance for expected credit losses for account receivables.

In the context of the sales process, the sales promoter is the most important element in our sales logic, seeking to have the best possible relationship with the store manager as well as all employees directly involved, from the forklift to the lyricist. There is a constant search for space on the shelf, for the product to be available and for the presentation of the poster to the sales islands.

General and Administrative Expenses

We incur general and administrative expenses in the management and support of operating activities. Our main general and administrative expenses are personnel expenses, provision for contingencies, and depreciation and amortization.

Financial Result

Financial result represents financial income less financial costs. The main groups that comprise financial result are interest on loans and debts and revenue from financial investments (cash equivalents).

Businesses

Income for the Nine Months Ended September 30, 2023

In 2022, we carried out a series of management, asset and financial adjustments, laying the foundations for the company’s recovery and growth. During 2023, we start to see the benefits and results of this recovery and optimizations.

Variations in commodities influenced by the War in Ukraine and the rise in the exchange rate, lack of available credit for still being a young company, as well as the reaction of competitors with our arrival on the market are among the main external elements of this period.

Despite the challenges we faced during the year, we were able to obtain the best result for the company. During this period, processes were reviewed, costs were cut and the entire company was readjusted to its new reality.

The most visible consequences for our business were the leadership obtained in the São Paulo metropolitan region together with the main cash-and-carry companies, who were able to see during 2022 that we have full operational and financial capacity to fulfill all contracted orders.

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In response to these events and changes in the scenario, we adopted short-term measures with an immediate impact on results and our operation: we were able to anticipate the main variations in commodity prices, passing on 100% of the gain obtained directly to the price, becoming more aggressive before the others, without harming our margin.

There were comprehensive and timely responses, which mitigated the impacts on our results, although they were not able to completely neutralize the negative effects on the business.

Disregarding the non-recurring results and the costs incurred due to our strong growth, we generated operating profit, as shown below.

EBITDA

EBITDA is the earnings before interest, depreciation and amortization.

	For theNine Months Ended September 30, 2023			For theNine MonthsEndedSeptember 30,2022
Net Income for the period	$	(4,703,090	)	$	139,565
(+) Interest	$	790,847		$	414,319
(+) Depreciation and amortization	$	301,771		$	18,534
(+) Income Tax and Social Contribution	$	1,557			—
EBITDA	$	(3,608,915	)	$	572,418

Results of Operations for the Nine Months Ended September 30, 2023 and 2022

The following table shows the components of our results of operations for the nine months ended September 30, 2023 and 2022:

	Nine Months EndedSeptember 30,
	2023 ($)		2022 ($)	$ Change		% Change
Revenue (net)	9,518,470		9,489,782	28,688		<1	%
Cost of revenue	10,756,749		8,099,421	2,657,328		33	%
Gross profit (Loss)	(1,238,279	)	1,390,362	(2,628,640	)	(189	)%
Operating expenses
Selling, General and Administrative	2,201,563		804,223	1,397,340		174	%
Royalties	450,357		—	450,357		—	%
Income (Loss) from operations	(3,890,199	)	586,138	(4,476,338	)	(764	)%
Interest expenses	790,847		414,319	376,528		91	%
Other financial expenses (revenue)	30,487		32,254	(11,767	)	(36	)%
Income (Loss) before income tax	(4,701,533	)	139,565	(4,841,099	)	(3,469	)%
Provision for Income Tax	1,557		—	(1,557	)	—	%
Net income (loss)	(4,703,090	)	139,565	(4,842,656	)	(3,470	)%

Revenue

	Nine Months Ended September 30,
	2023	2022	Change
	$	$	$	%
Revenue (net)	9,518,470	9,489,782	28,688	<1	%

For the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, our net revenue increased from $9,489,782 to $9,518,470, representing an increase of less than 1%. This increase is related to new clients and new products, since we started Arisco beans in April 2023, but this increase should be more intensive with working capital to grow in new lines of products, clients and geographic.

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EBITDA decreased by 730% in the six-month period ended September 30, 2023, compared to the six-month period ended September 30, 2022, decreasing from $572,418 for the nine-month period ended September 30, 2022 to -$3,608,915 for the nine-month period ended September 30, 2023. Comparing EBITDA with net sales, a change occurred from 6% over net sales from September 30, 2022 to -38% of net sales for September 30, 2023. This decrease is mainly related to the preparation of the back-office team, our sales teams and operational staff to start selling eighty two (82) new products in all of Brazil, and fourteen (14) new integrated distribution centers in the last quarter of 2023, increasing our costs and expenses

Cost of revenue

The following table set forth the components of our cost of revenue for the nine months ended September30, 2023 and 2022:

	Nine Months Ended September 30,
	2023	2022	Change
	$	$	$	%
Cost of goods sold	9,923,256	7,603,247	2,320,009	31	%
Freight	833,492	496,173	337,319	68	%
Total cost of revenue	10,756,749	8,099,421	2,657,328	33	%

Our cost of goods sold increased by 31%, from $7,603,247 for the nine-month period ended September30, 2023 to $9,923,256 for the nine-month period ended September30, 2022. This increase was driven by additional costs for new products. Freights increased by 68%, from $496,173 for the nine-month period ended September30, 2022 to $833,492 for the nine-month period ended September30, 2022. This increase was driven by in increased costs attributable to fourteen (14) new integrated distribution centers.

Gross profit

For the reasons discussed above, our gross profit decreased by -189%, from $1,390,361 for the nine months ended September 30, 2022 to -$1,238,279 for the nine months ended September 30, 2023. Gross profit margin in the same period decreased from 15% for the nine months ended September 30, 2022 to -13% for the nine months ended September 30, 2023.

Selling, general and administrative expenses

The following table sets forth the components of our selling, general and administrative expenses for the nine months ended September30, 2023 and 2022:

	Nine Months Ended September 30,
	2023		2022		Change
	(pro forma)				$	%
Selling, General and Administrative	$	2,201,563	$	804,223	1,397,340	174	%
Royalties	$	450,357	$	—	450,357	—	%
Total operating expenses	$	2,651,920	$	804,223	1,847,697	230	%

We incur general and administrative expenses in the management and support of operating activities. Our main general and administrative expenses are personnel expenses, provision for contingencies, and depreciation and amortization administrative expenses. Our selling, general and administrative expenses increased by 174%, from $804,223 for the nine-month period ended September 30, 2022 to $2,201,563 for the nine-month period ended September 30, 2023. Selling, general and administrative as a percentage of net revenue, increased from 8% for the nine months ended September 30, 2022 to 23% for the nine months ended September 30, 2023. Our waiver to pay royalties as per our Licensee Agreements lasted until the end of July 2022. On August 2022, royalties expenses kicked in. This increase in SG&A is related to expenses for upgrades of our back office, sales, and operational staff teams to support commencement of our sales of eighty two (82) new products in all of Brazil, and expenses for operations of fourteen (14) new integrated distribution centers.

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Interest expenses and other financial expenses

The following table sets forth the components of our interest and other financial expenses for the nine months ended September30, 2023 and 2022:

	Nine Months Ended September 30,
	2023	2022	Change
	$	$	$		%
Interest expenses	790,847	414,319	376,528		91	%
Other financial expenses (income)	20,487	32,254	(11,767	)	(36	)%
Total interest expenses and other financial expenses	811,334	446,573	364,761		82	%

Other financial expenses (income) represent the difference between interest income and other financial expenses. Interest expenses include interest on loans and increased from $414,319 for the nine months ended September 30, 2022 to $790,847 for the nine months ended September 30, 2023, an increase of 91%. Other financial expenses (income) include bank expenses and Brazilian financial transaction taxes (IOF). The level of our interest expenses is related to gross sales. We borrow from banks and other financial institutions in anticipation of our sales, which increases our interest expenses as our sales grow.

Net income

For the nine months ended September30, 2023, compared to the nine months ended September30, 2022, net income decreased from $139,565 to -$4,703,090. Our net profit margin for the nine months ended September30, 2023, compared to the nine months ended September30, 2022, decreased from 1% to -49%. This decrease is driven by: expenses related to our implementation of a back office team, expenses related to our sales teams and operational staff selling eighty two (82) new products to all Brazilian territory, and expenses related to our establishing fourteen (14) new integrated distribution centers in the last quarter of 2023.

Liquidity and Capital Resources

Working Capital

Historically, our sources of liquidity have primarily included: (i) advances on all of our receivables by local banks and others financial institutions, with high interest rates; (ii) our founders and early investors’ capital contributions; and (iii) net income from our operations. Our main uses of capital include: (i) purchase of raw materials; (ii) logistics and warehouse expenses; and (iii) execution into point of sales. Our liquidity is significantly affected by accounts receivable collected at an average of sixty-five (65) days, while our accounts payables are settled at an average of seven (7) days. In order to balance our cash flow, we need to anticipate account receivables, generating an increase in financial expenses at high interest costs.

Our primary capital needs include: (i) funding our working capital; (ii) purchase of raw materials on improved financial terms; and (iii) investments in product development. We believe our current working capital is sufficient for our present requirements.

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Current Assets

The following table shows the components of our current assets as of September30, 2023 and 2022:

	September 30, 2023 $		December 31, 2022 $		Change
					$			%
ASSETS
Current assets:
Cash and cash equivalents	$	219,125	$	114,303	$	104,822		92	%
Accounts receivable		516,109		3,422,702		(2,906,593	)	(85	)%
Inventory		258,216		470,071		(211,855	)	(45	)%
Taxes recoverable		87,757		85,519		2,238		3	%
Deposits and advances		1,051,710		700,083		351,627		50	%
Total current assets		2,132,917		4,792,678		(2,659,761	)	(55	)%

Current assets decreased by 55% from December 31, 2022 to September 30, 2023. As of December 31, 2022, total current assets were $4,792,678, and as of September 30, 2023, total current assets were $2,132,917. Most of this decrease is attributable to the decrease in our accounts receivable, which decreased by 85%. The accounts receivable were $3,422,702 as of December 31, 2022 and $516,109 as of September 30, 2023.

Current liabilities

The following table shows the components of our current liabilities as of September30, 2023 and 2022:

	September 30, 2023 $		December 31, 2022 $		Change
					$			%
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	3,337,020	$	750,672	$	2,586,348		345	%
Loans		1,781,241		2,851,927		(1,070,686	)	(38	)%
Total current liabilities		5,118,262		3,602,599		1,515,663		42	%

As of December 31, 2022, the total current liabilities was $3,602,599, and as of September 30, 2023 the total current liabilities was $5,118,262. This increase is primarily due the 345% increase in accounts payable. Accounts payable were $750,672 on December 31, 2022 and $3,337,020 on September30, 2023.

Sources of liquidity

Our sources of liquidity have primarily been derived from our: (i) advance of 100% of our receivables by local banks and others financial institutions, with high level of interest rates; (ii) founders and earlier investors capital contributions; and (iii) net income from our operations.

Our main uses of capital include: (i) purchase of raw materials; (ii) logistics and warehouse expenses; and (iii) execution into point of sales.

Our liquidity is significantly affected by accounts receivable collected at an average of 65 days, while our accounts payables are settled at an average of 7 days. In order to balance our cash flow, we need to anticipate account receivables, generating an increase in financial expenses at high interest costs. We are working to reduce the average accounts receivable collection period.

Our primary capital needs include: (i) funding our working capital to clients; (ii) purchase of raw materials on better financial terms; and (iii) investment in product development. We believe our current working capital is sufficient for our present requirements. However, an improvement on our costs of cash or the infusion of equity will dramatically affect our profitability.

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Our cash and cash equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less, which have an immaterial risk of change in value.

	Nine Months Ended September 30,
	2023		2022		Change
	$		$		$		%
Net cash provided by (used in) operating activities	949,613		(2,867,293	)	3,816,906		(133	)%
Net cash provided by (used in) investing activities	(1,132,102	)	439,022		(1,571,124	)	(358	)%
Net cash provided by (used in) financing activities	86,767		2,381,265		(2,294,498	)	(96	)%

Cash Provided by (Used in) Operating Activities

Our net cash provided by (used in) operating activities has consisted of profit (loss) for the period adjusted for certain non-cash items including depreciation and amortization, share-based payments expense, other financial costs and foreign exchange, net, deferred income tax expense, loss on disposal of assets, among other non-cash items, as well as changes in our operating assets and liabilities and the cash amounts of income taxes and social contributions that we pay and net interest income that we receive during the period.

For the nine months ended September30, 2023, net cash provided by operating activities was $949,613, comprised primarily of:

•Net loss of $4,703,090, combined with non-cash expenses consisting primarily of depreciation and amortization of $301,772. The total amount of adjustment to net income from non-cash items for the nine months ended September30, 2023, was $(4,401,318).

•Net cash from changes in working capital, arising from changes in operating assets and liabilities, totaled an inflow of $5,350,931, principally due to:

•decrease in the balance of accounts receivable which led to positive cash flows of $2,906,593, an increase in accounts payable of $2,406,129;

•Decrease in inventory of $211,855

Cash Provided By (Used in) Investing Activities

Our net cash provided by (used in) investing activities has consisted of amounts paid on our purchase of property and equipment, purchases and development of intangible assets, acquisition (redemption) of financial instruments, cash received on disposal of non-current assets, acquisition of interest in associates and cash received in acquisitions.

For the nine months ended September30, 2023, net cash used in investing activities was ($1,132,102), comprised primarily of:

•trade marketing investments totaling $1,119,601 and;

•fixed assets investments totaling $12,501

Cash Used in Financing Activities

For the nine months ended September30, 2023, net cash provided by financing activities was $86,767, comprised primarily of:

•Reduction of short-term loans totaling $1,070,686 through conversion to long-term loans totaling $1,157,453, a net increase of $86,767.

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During the nine-months ended September 30, 2023, the Company sold convertible notes payable:

2023A Convertible Note Offering

On February 17, 2023, we closed a private placement (the “2023A Convertible Note Offering”) of a convertible note (the “2023A Convertible Note”) in the principal amount of $100,000. The 2023A Convertible Note has an annual rate of return of six and one-half percent (6.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of the shares of common stock sold in this offering, at the Maturity Date of the 2023A Convertible Note.

The 2023A Convertible Note shall mature nine (9) months from the closing date of the 2023A Convertible Note Offering (the “Maturity Date”). The outstanding principal amount of the 2023A Convertible Note and all accrued interest shall automatically convert into shares of common stock of the Company upon the SEC declaring the registration statement of its initial public offering effective.

2023B Convertible Note Offering

On August4, 2023, we closed a private placement (the “2023B Convertible Note Offering”) of a convertible note (the “2023B Convertible Note”) in a principal amount of $150,000. The 2023B Convertible Note has an annual rate of return of twelve and one-half percent (12.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of the shares of common stock sold in this offering, at the Maturity Date of the 2023B Convertible Note.

The 2023B Convertible Note shall mature nine (9) months from the closing date of the 2023B Convertible Note Offering (the “Maturity Date”). The outstanding principal amount of the 2023B Convertible Note and all accrued interest shall automatically convert into shares of common stock of the Company upon the SEC declaring the registration statement of its initial public offering effective.

Material Cash Requirements

A natural consequence of working capital growth is the corresponding increase in accounts receivable, and, in order to support this growth, we work with prepayment of receivables operations with local FIDCs (Credit Rights Investment Funds), which will be settled upon receipt from customers.

Currency Risk

In line with our review of the operations and business of companies in Brazil, mainly related to the elements to determine its functional currency, the Management concluded that the Brazilian real is its functional currency. This conclusion is based on the review of the following indicators:

•Currency that most influences prices of goods and services in Brazil;

•Currency of the country, which competitive powers and regulations most influence the determination of the selling price of its products and services;

•Currency that most influences material and other costs to supply products or services;

•Currency through which the proceeds of financial activities are substantially obtained; and

•Currency in which amounts received from operating activities are normally accumulated.

The amounts in US Dollars (USD) presented in the financial statements of the companies are measured translate from BRL (as the functional currency which is the currency that best reflects the economic environment in which the Company is included and the way it is managed).

We currently have no off-balance sheet arrangements.

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Critical Accounting Policies and Estimates

Our financial instruments consist of cash and cash equivalents and accrued expenses. The carrying amount of these financial instruments is approximate of fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in our financial statements. If our estimate of the fair value is incorrect on September 30, 2023, it could negatively affect our financial position and liquidity and could result in our having understated our net loss.

Results of Operations for the Years Ended December 31, 2022 and 2021

The following table shows the components of our results of operations for the fiscal years ended December 31, 2022 and 2021:

	Fiscal Years EndedDecember 31,
	2022 ($)		2021 ($)		$ Change		% Change
Net revenue	14,630,002		3,358,886		11,271,116		336	%
Cost of services provided	(11,982,695	)	(2,822,775	)	(9,159,920	)	325	%
Gross Profit	2,647,307		536,111		2,111,196		394	%
Operating Income (expenses)
General and Administrative Expenses	(1,046,743	)	(565,102	)	(481,641	)	85	%
Expenses with sales	(419,213	)	(87,093	)	(332,120	)	381	%
Operating Income before financial income	1,181,351		(116,084	)	1,297,435		(1118	)%
Net Financial Income
Financial Income	15,406		22,257		(6,851	)	(31	)%
Financial Expenses	(788,358	)	(79,609	)	(708,749	)	890	%
Net income (loss) before income tax	408,399		(173,436	)	581,835		(335	)%
Income Tax	(3,208	)	—
Net income (loss)	405,191		(173,436	)	578,627		(334	)%

BRB Foods grew steadily over the 12-month period ended December 31, 2022, winning new customers and new markets. Our net sales increased 336% from 2021 to 2022, from a level of $3,358,886 in 2021 to $14,630,002 in 2022.

Gross profit increased 394%, from $536,111 in 2021 to $2,647,307 in 2022. The percentage of gross profit over net sales in the same period increased from 16% on net sales in 2021 to 18% on net sales for 2022, a growth of 113%. At the end of the year, with the arrival of the commodities harvest, we were able to purchase raw materials under favorable conditions, improving our results

We incur general and administrative expenses in the management and support of operating activities. Our main general and administrative expenses are personnel expenses, provision for contingencies, and depreciation and amortization administrative expenses that increased 185% in the period comparing 2021 with 2022, under our revenue increases, presenting a low elasticity of our expenses, from $565,102 in 2021 to $1,046,743 in 2022. Comparing these expenses with Net Sales, a decrease of 10% of net sales occurred in 2022 compared to 17% of net sales in 2021. Due to the total growth of the company, we need to reinforce our SG&A team, increasing our expenses.

Personnel expenses increased 354% in the period comparing 2021 to 2022, from $28,000 in 2021 to $127,000 in 2022. Comparing these expenses with net sales, the personnel expenses remained at 1% of net sales during both years.

Selling and marketing expenses comprised of expenses related to our sales team, commissions paid, advertising expenses and allowance for expected credit losses for accounts receivable. Selling expenses increased 381% in the period comparing 2021 with 2022, from $87,093 in 2021 to $419,213 in 2022. Comparing these expenses with net sales, the ratio remained at 3% of net sales for both years. Selling expenses are a variable expenses, and they must grow together with sales, but it must always be around 3% of total revenue.

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EBITDA increased 1,286% in the period comparing 2021 with 2022, going from a negative $102,931 in 2021 to a positive $1,220,258 in 2022. Comparing EBITDA with net sales, a change occurred from -3% over net sales from 2021 to 8% of net sales for 2022. This positive EBITDA show the company’s full growth potential, when we adapt gross margins and SG&A to the company’s size

Other financial expenses (income) represent the differences between interest income, interest expenses and other financial expenses. Interest expenses include interest on loans which increased from $57,532 in 2021 to $772,952 in 2022, an increase of 1,248% over fiscal year 2021. In fiscal year 2021, our other financial expenses (income) were 2% of net sales, increasing to 5% of net sales in fiscal year 2022 due to the increase of interest rates in Brazil from 3% per year to 13% per year during fiscal year 2022.

Net income increased 334% in the period comparing 2021 with 2022, going from a loss of $173,436 in 2021 to a positive $405,191 in 2022. Comparing net profit with net sales, it changed from a loss of -5% on 2021 net sales to a 3% profit on 2022 net sales. This positive net income show the company’s full growth potential, when we adapt gross margins and SG&A to the company’s size.

Current assets increased 690% from 2021 to 2022. In 2021 the total was $606,674, and in 2022 the total was $4,792,678. Most of this increase belongs to accounts receivable, which increased by 2,303%. The accounts receivable balance was $142,381 in 2021 and ended 2022 with $3,422,702. Comparing fiscal year ended December 31, 2022 with the second quarter 2023, our current assets decrease 10%, to $4,273,171 in March31, 2023. Most of this decrease belongs to Accounts Receivable, to accommodate our new clients.

The company’s inventories increased 277% between 2021 and 2022. In 2021, the number was $124,536 and in 2022 it was $470,071.

Total assets were $692,925 in 2021 and increased to $5,037,570 in 2022, an increase of 627%. This is a result of net sales increased 336% from 2021 to 2022, winning new customers and new markets. All assets and liabilities must grow together with revenue

Current liabilities increased 365% from 2021 to 2022. In 2021 the total was $811,743, and in 2022 the total was $3,779,878. Most of these increases belong to advance of accounts receivables, which are classified as short-term loans, for which the increase was 342%. The balance of advances on accounts receivable was $684,707 in 2021 and ended 2022 at $3,030,670. The company’s accounts payable increased 672% between 2021 and 2022. In 2021 that post was $88,014 going to $680,015 in 2022.

Total liabilities were $692,925 in 2021 and increased to $5,037,568 in 2022, an increase of 627%. This is a result of net sales increased 336% from 2021 to 2022, winning new customers and new markets. All assets and liabilities must grow together with revenue

Our average accounts receivable collection period was 65 days for the year ended December 31, 2022 while our accounts payable were settled at an average of 7 days during the same period. In order to manage our cash flow, we are working to reduce the average accounts receivable collection period.

Liquidity and Capital Resources

The following discussion of our liquidity and capital resources is based on the financial information derived from our audited consolidated financial statements.

Liquidity

Our sources of liquidity have primarily been derived from our: (i) advance of 100% of our receivables by local banks and others financial institutions, with high level of interest rates; (ii) founders and earlier investors capital contributions; and (iii) net income from our operations.

Our main uses of capital: (i) purchase of raw materials; (ii) logistic and warehouse expenses; and (iii) execution into point of sales.

Our liquidity balance has been affected by our average accounts receivable collection period of 65 days for the year ended December 31, 2022 compared to our accounts payable average days outstanding of 7 days for the same period. In order to manage our cash flow, we are working to reduce our average accounts receivable collection period.

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Our primary capital needs relate to funding that affect our liquidity to include: (i) funding our working capital to clients; (ii) purchase of raw materials on better financial terms; and (iii) investment in product development. We believe our current working capital is sufficient for our present requirements. However, an improvement on our costs of cash or the infusion of equity will dramatically affect our profitability.

Our cash and cash equivalents include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less, which have an immaterial risk of change in value. For more information, see notes to our audited consolidated financial statements.

Cash Flows

Our net cash provided by (used in) operating activities has consisted of profit (loss) for the period adjusted for certain non-cash items including depreciation and amortization, share-based payments expense, other financial costs and foreign exchange, net, deferred income tax expense, loss on disposal of assets, among other non-cash items, as well as changes in our operating assets and liabilities and the cash amounts of income taxes and social contributions that we pay and net interest income that we receive during the period.

Our net cash provided by (used in) investing activities has consisted of amounts paid on our purchase of property and equipment, purchases and development of intangible assets, acquisition (redemption) of financial instruments, cash received on disposal of non-current assets, acquisition of interest in associates and cash received in acquisitions.

A natural consequence of working capital growth is the corresponding increase in accounts receivable, and, in order to support this growth, we work with prepayment of receivables operations with local FIDCs (Credit Rights Investment Funds), which will be settled upon receipt from customers.

The table below summarizes our Statement of Cash Flows for the years ended December 31, 2022 and 2021:

	December 31,2022 ($)		December 31,2021 ($)
Net Income (Loss)	405,191		(173,435	)
Net cash used in operating activities	(3,168,629	)	(630,813	)
Net cash used in investment activities	(179,090	)	(85,540	)
Net cash provided by financing activities	3,311,189		682,500

Net cash used in operating activities

For the year ended December 31, 2022, net cash used in operating activities was $3,168,629, primarily as a result of:

•Net income of $405,191, combined with non-cash expenses consisting primarily of depreciation and amortization and accrual for bad debts of $59,000. The total amount of adjustment to net income from non-cash items for the nine months ended December31, 2021, was $459,191.

•Net cash from changes in working capital, arising from changes in operating assets and liabilities, totaled an outflow of $3,655,668, principally due to:

•an increase in the balance of accounts receivable which led to negative cash flows of $3,280,321, an increase in others credits of $434,839, an increase of inventory of $345,535.

•partially offset mainly by an increase in accounts payable of $592,001.

For the twelve months between April 1, 2022 and March31, 2023, net cash used in operating activities was negative in $2,568,915, primarily as a result of:

•Net income of $465,788, combined with non-cash expenses consisting primarily of depreciation and amortization of $104,906.

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•Net cash from changes in working capital, arising from changes in operating assets and liabilities, totaled an outflow of $2,568,915, principally due to:

•an increase in the balance of accounts receivable which led to negative cash flows of U$534,826, an increase in others credits of $1,663,686, and a decrease of inventory of ($55,036).

•partially offset mainly by an increase in accounts payable of $461,463.

EBITDA

EBITDA is the earnings before interest, depreciation and amortization.

	2022 ($)	2021 ($)
Net Income for the year	405,191	(173,436	)
(+) Interest	773,379	57,352
(+) Depreciation and amortization	1,806	—
(+) Income Tax and Social Contribution	3,208	—
EBITDA	1,183,584	(116,084	)
(+) Non-Recurring Expenses – Provisions	12,481	—
(+) Non-Recurring Expenses – PCLD	56,771	—
(-) Non-Recurring Expenses – Adjustments	14,478	—
Total Adjusted EBITDA	1,238,358	(116,084	)

Introduction to adjusted EBITDA

We have introduced adjusted EBITDA among the indicators, with the intention of providing more detail on the effects that impact our activities and presenting how we evaluate our lines of business.

The concept of adjusted EBITDA in its disclosure material, as part of the business performance assessment process established by the new management.

The Company’s intention is to provide more details on the effects that impact its activities and how it evaluates its lines of business. The comparative information of the adjustment items was obtained from the audited/reviewed statements and published in their respective periods. The introduction of this concept does not change the accounting information already published in accordance with current legislation, it only complements them.

It is important to emphasize, on the one hand, that these were non-recurring events, and on the other, that they did not affect the Company’s ability to produce future results. Quite the contrary, our ability to generate results has improved, in view of our exit from operations that had been presenting low or even negative margins.

We understand that certain one-off events that occurred in 2022 — and which had their effects recorded in the accounting, reflected in the EBITDA of US$1,183 million — should have their effects annulled as they are non-recurring events and do not represent the regular business of the Company. These adjustments lead to the determination of what Management calls “adjusted EBITDA”.

We present below the nature of the reconciliation items, with a brief description of the adjustments, in the order in which they are presented:

•Non-recurring expenses related to labor provision in the amount of US$0.01million. Such amounts are not recurring and are not associated with a recurring operation;

•Non-recurring expenses related to the Allowance for Loan Losses (PCLD) in the amount of US$0.57 million. Such amounts are not recurring and are not associated with a recurring operation;

•Adjustments referring to previous years, a credit of US$0.01 million. Such amounts are not recurring and are not associated with a recurring operation;

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We present below the reconciliation of EBITDA to adjusted EBITDA for the year ended December 31, 2022:

	2022 ($)
EBITDA	1,183
(+) Non-Recurring Expenses – Provisions	12
(+) Non-Recurring Expenses – PCLD	57
(-) Non-Recurring Expenses – Adjustments	(14	)
Total adjusted EBITDA	1,238

Investments in trade marketing in the period totaled BRL 695,000, including expenses promoted by the company to meet the constant changes in current environmental and municipal legislation.

Past Offerings

2023A Convertible Note Offering

On February 17, 2023, we closed a private placement (the “2023A Convertible Note Offering”) of a convertible note (the “2023A Convertible Note”) to an accredited investor pursuant to Rule 506 of Regulation D of the Securities Act. The 2023A Convertible Note has an annual rate of return of six and one-half percent (6.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of securities sold in this offering, at the Maturity Date of the 2023A Convertible Note.

The 2023A Convertible Note shall mature nine (9) months from the closing date of the 2023A Convertible Note Offering (the “Maturity Date”). The outstanding principal balance of the 2023A Convertible Note and all accrued interest shall automatically convert into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective.

As of February 17, 2023, $100,000 of the 2023A Convertible Note have been sold. No offers are being taken as a result of the filing of this registration statement.

2023B Convertible Note Offering

On August 4, 2023, we closed a private placement (the “2023B Convertible Note Offering”) of a convertible note (the “2023B Convertible Note”) to an accredited investor pursuant to Rule 506 of Regulation D of the Securities Act. The 2023B Convertible Note has an annual rate of return of twelve and one-half percent (12.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of securities sold in this offering, at the Maturity Date of the 2023B Convertible Note.

The 2023B Convertible Note shall mature nine (9) months from the closing date of the 2023B Convertible Note Offering (the “Maturity Date”). The outstanding principal balance of the 2023B Convertible Note and all accrued interest shall automatically convert into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective.

As of August 4, 2023, $150,000 of the 2023B Convertible Note have been sold. No offers are being taken as a result of the filing of this registration statement.

2023C Convertible Note Offering

On October 13, 2023, we closed a private placement (the “2023C Convertible Note Offering”) of a convertible note (the “2023C Convertible Note”) to an accredited investor pursuant to Rule 506 of Regulation D of the Securities Act. The 2023C Convertible Note has an annual rate of return of twelve and one-half percent (12.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of securities sold in this offering, at the Maturity Date of the 2023C Convertible Note.

The 2023C Convertible Note shall mature nine (9) months from the closing date of the 2023C Convertible Note Offering (the “Maturity Date”). The outstanding principal balance of the 2023C Convertible Note and all accrued interest shall automatically convert into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective.

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As of October 13, 2023, $43,200 of the 2023C Convertible Note have been sold. No offers are being taken as a result of the filing of this registration statement.

Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Exchange Risk

The reporting currency for our consolidated financial statements is the US dollar. However, during the fiscal year ended December 31, 2022 we generated 100% of our revenue in Brazil and therefore the Brazilian real is our functional currency.

As a result, we have been impacted by changes in exchange rates and may be impacted materially for the foreseeable future. For example, if the US dollar strengthens it would have a negative impact on our Brazilian operating results upon translation of those results into US dollars for the purposes of consolidation. The exchange rate of the Brazilian real against the US dollar is currently near a multi-year high.

To the extent the ratio between our revenue generated in Brazilian reais increases as compared to our expenses generated in Brazilian reais, we expect that our results of operations will be further impacted by changes in exchange rates. We do not currently hedge foreign currency fluctuations. However, in the future, in an effort to mitigate losses associated with these risks, we may at times enter into derivative financial instruments, although we have not historically done so. These may take the form of forward sales contracts and option contracts. We do not, and do not intend to, engage in the practice of trading derivative securities for profit.

Interest Rate Risk

We are exposed to market risk from changes in interest rates on our debt. We manage our interest rate risk through normal operating and financing activities and, when determined appropriate, through the use of derivative financial instruments.

Inflation

Inflationary factors such as increases COGS and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative costs as a percentage of revenue if our prices do not increase with these increases.

Other

The Company has entered into certain intellectual property license agreements with certain parties and we have commenced product sales using brands licensed pursuant to these license agreements.

Effective December1, 2022, BR Brands Ltda. (currently BR Brands S.A.) entered into an Intellectual Property License Out Agreement with Unilever Brasil Ltda (the “IP License Out — Foods Agreement”). The IP License Out — Foods Agreement has a term of three (3) years and expires on December1, 2025.

Effective March1, 2023, BR Brands Ltda. (currently BR Brands S.A.) entered into an Intellectual Property License Out Agreement with Conopco, Inc., d/b/a Unilever (the “Conopco License Agreement”). The Conopco License Agreement has a term of three (3) years and expires on February28, 2026.

Effective March1, 2023, BR Brands Ltda. (currently BR Brands S.A.) entered into an Intellectual Property License Out Agreement with Mae Terra Produtos Naturais Ltda (the “Mae Terra License Agreement”). The Mae Terra License Agreement has a term of three (3) years and expires on March1, 2026.

Effective July1, 2023, BR Brands Ltda. (currently BR Brands S.A.) entered into an Intellectual Property License Out Agreement with Unilever IP Holdings B.V. (the “IP License Out — Nutrition & Ice Cream Agreement”). The IP License Out — Nutrition & Ice Cream Agreement has a term of three (3) years and expires on June30, 2026.

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BUSINESS

Overview

BRB Foods Inc. (the “Company” or “BRBF”) is a producer, manufacturer and distributor of dry food products under name brands licensed from Unilever Brasil Ltda, Unilever IP Holdings B.V., Mae Terra Produtos Naturais Ltda, and Conopco, Inc. d/b/a Unilever. Our company specializes in acquiring, producing, processing, manufacturing and packaging high-quality dry food products that are distributed to and marketed at major retailers and food service establishments throughout Brazil. We employ sales personnel who prepare retail displays at the physical locations of products’ sales. For the nine months ended September30, 2023, we generated net revenue of approximately $9.5million. We generated net revenue of approximately $14.6 million and $3.4 million during the fiscal years ended December30, 2022 and 2021, respectively.

Our product portfolio includes a wide range of dry food products such as pasta, rice, beans, corn, cassava, potato, snacks, and other dry food items that are produced under strict quality guidelines and procedures. Our most popular brand products include Knorr, Arisco, Maizena and Mãe Terra. We also offer a variety of packaging options, including custom packaging solutions, to meet the specific needs of our clients.

We are committed to sustainability and responsible sourcing. We work with local farmers and suppliers to ensure that our raw materials are ethically sourced and sustainably produced. Our production processes are designed to minimize waste and reduce our environmental impact. Since the beginning of activities, in 2020, we have always been very clear that the entire approval process would be based on the pillars of the ESG philosophy, focusing on food safety, quality associated with excellence and tradition of brands and work safety, in addition to strict respect for the environment and good market practices with the quality area.

We work closely with our clients to ensure that their specific needs and requirements are met, and we strive to provide them with the highest level of customer service and product quality. Our state-of-the-art facilities utilize the latest technology to ensure that our products meet the highest standards of food safety and quality control. Our team of experienced professionals is dedicated to providing our clients with exceptional service and high-quality products that meet their specific needs. We are proud to sell products under name brands licensed from companies such as Unilever.

Our Operations

Our products are cultivated, selected and prepared within the highest rigor and operational standards, and carefully selected from the origin to their packaging, within the planting, harvesting and processing practices. Considering the sales process as a central element, the product is packaged and distributed seeking to dialogue with the consumer, from clear and direct packaging describing the quality and benefits involved in that product to perfect traceability from the package on the shelf to the arrival of the purchase of feedstock.

All of our assets and operational subsidiaries are located in Brazil, consequently it may be more difficult to enforce liabilities, rulings and judgments on our subsidiaries located in Brazil. See “Risk Factors — Risks Related to Doing Business in Brazil — Enforcement risks related to civil liabilities due to our subsidiaries and our officer and directors being located in Brazil.” on page 29 of this prospectus for more information.

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•We identify opportunities, anticipate trends and propose a product portfolio to our customers

•From a matrix of products, we develop and certify suppliers — whether in accordance with our strict quality and standards, or customized to the specific requirements of each client

•We develop packaging and visual communication materials.

•We register our products in the main supermarket chains and sell them.

•We deliver our products through our own logistics division, with vehicles continuously monitored and tracked.

•Through our own SAC (Aftersales Customer Service), we guarantee the satisfaction of our end customers.

We work in a B2B2C model, which means Business-to-Business-to-Consumer, in which sales are made directly to the consumer, but the sale is facilitated by the retailer (supermarkets, wholesalers and retailers), so that the business model includes the entire commercial chain, benefiting all parties. In practice, the Company buys from the producer, sends it to the factory, which performs the raw material quality testing and packaging, and then it is sent to the distribution partner.

For example, in the case of Knorr beans, the Company buys the raw material (e.g., foods) and manages the processing at the factory, in order to ensure the quality of the beans. Then, the product goes through packaging with the customer’s visual identity that is licensed to BR Brands. BR Brands then sells directly to wholesalers. Wholesale customers include GPA, Carrefour and Sendas. Although our selling process ends with the wholesaler, the company has a strong final sales team to increase B2C sales (i.e., sales from the wholesaler to the consumer) and thereby increase the quality of customer experience and reduce the time interval until the next wholesaler order.

To ensure a smooth and efficient process, we have two essential pillars: a qualified team and business intelligence. Decisions are worked out based on analysis and continuously updated numbers. In the case of beans, to give you an idea, we monitor, in real time, the price of beans, inventory levels, average price, factory costs, in order to have sufficient subsidies to allow strategic decisions based on data and intelligence, always looking for the greatest possible efficiency with technology and sustainability. This model allows us to be specialized in the management and operation of production, marketing and sales, in a format similar to that of licensing, which allows the client to remain in its core business, product and brand development.

Our quality management flow consists of:

•Monitoring of standards and quality inspections in production

•Audit of inventories carried out by suppliers

•Quality analyses of raw materials and finished products, and competitors’ products, by region

•Quality analyses of raw materials and finished products, and competitors’ products by region (multi-brand)

Industry

The dry food manufacturing industry in Brazil and South America is a significant and growing sector of the economy. Brazil is the largest economy in South America and has a well-developed food and beverage industry, including dry food manufacturing. The industry in this region primarily focuses on producing and exporting dry food products such as grains, cereals, and pasta. Brazil is one of the world’s leading producers and exporters of soybeans, corn, and wheat, which are key ingredients in many dry food products. The country is also a major producer and exporter of rice, another important staple in the dry food industry. During the pandemic, there was an increase in the habits of cooking, sanitizing food and practicing physical exercises. Throughout 2020, there was a slight increase in the consumption of fruits and vegetables, and a reduction in sweets, fast food, fried food and processed food.

The dry food manufacturing industry in Brazil and South America is characterized by a mix of small and large producers, with many companies operating in the middle market. While large multinational companies such as Nestle and Unilever have a presence in the region, there are also many local and regional players cater to the unique tastes and preferences of consumers in the area.

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With a focus on cash-and-carry in the metropolitan region of São Paulo, and with just one brand (Knorr) and types of beans (pinto bean, black and black-eyed beans), BRB Foods reached fourth place in the State of São Paulo, ahead of consolidated brands, and we reached first place among the major cash-and-carry brands. Currently, the State of São Paulo represents 23% of national bean sales. This puts us at almost 1% of the national market, despite operating locally and with much less operational history than our major competitors.

Source: meuvarejo360.com.br

One of the key challenges facing the industry in South America is the need to maintain competitiveness in an increasingly global market. While the region has many advantages, such as abundant natural resources and a favorable climate, there are also challenges such as high production costs and infrastructure limitations. To address these challenges, companies in the industry are investing in technology and innovation to increase efficiency and reduce costs. Additionally, there is a growing focus on sustainable and responsible production practices, with many companies working to reduce their environmental impact and improve the welfare of their employees and local communities.

Overall, the dry foods manufacturing industry in Brazil and South America is a vibrant and dynamic sector that we believe poised for continued growth and success in the years to come.

Growth Strategies

Innovation, focus on the customer, sustainability and absolute quality are the essential elements that we intend to increasingly strengthen in 2023, seeking the national distribution of products previously regionalized or pulverized, and a standardization of the quality and prestige of the brands with which we operate. The Company aims a different sales strategy, unlike other companies in the industry. Our main focus is on the sell-out, which is an industry specific term that refers to actions taken at the physical location where the product is sold. Such sell-out actions are intended to promote more efficient product visibility for consumers, thereby, increasing final sales.

We will work, in 2023, with a series of new products from different brands such as beans, rice, cassava, corn, potato and pasta products, with our brands Maizena; Knorr; Arisco; and Mãe Terra; in addition to the products already launched under the Knorr brand and with Mãe Terra.

We have a responsibility to deliver convenient, innovative and reliable products that respond to the needs of each consumer and respect the cultures of the country. In addition, we are a vertically operated company and must ensure we make good use of assets, have cohesion in our values and practices, maintain win-win relationships in the value chain and cultivate leaders capable of adequately guiding the business.

Our strategic direction is based on strengthening as a national food company and expanding our international operations, through profitable growth, through the expansion of operational efficiency with optimization in the use of natural resources, reduction in the use of packaging and product development focused on nutrition. We expect this expansion to take place through the following pillars:

•Current business growth through geographic diversification. To this end, we intend to pay particular attention to our portfolio, product mix and distribution channels, taking advantage of the existing logistics network, with a focus on agile processes.

•Entry into new planning categories that may occur organically or inorganically, focusing on products that have synergy with our current business. Entry into new categories will focus on expanding the Company’s portfolio, with brands and products with greater added value, increasing current margins.

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To sustain our growth strategy, we will rely on a business model and commercial strategy based on consistent investments in marketing, assertive pricing models, the use of technology and new methodologies to meet market trends. Innovation will also be an important pillar of the strategy such as the implementation of our new ERP (enterprise resource planning) system, SAP Business One, for all sectors of the company. The system was successfully implemented at the end of the first quarter of 2023.

The Company relies on the involvement of all areas of its business in the growth strategy and vision. The future foresees consolidation as a large national and international food company, with diversified operations, sustainable growth and respect for origins. Our strategic planning is based on the following pillars:

•Strong performance in large consumer markets: the Company has a wide presence in the state of São Paulo, the largest consumer market in Latin America, with excellent long-term relationships with large retailers and supermarkets and is present in more than 2,500 points of sale.

•Renowned brands: traditional and recognized brands, built over decades — a characteristic widely considered by consumers in their purchases, with 4 brands and 6 product families.

•Excellent operational and financial management: Other than third-party operation centers, the Company has its own factory and warehouse, duly equipped, with balance sheets audited since 2020 and excellence in operational control.

•Significant growth: relevant sales growth since 2020, through gains in market share and entry into new markets, with the implementation of measures to improve operating results. All this in a segment with high growth potential (convenience foods) for the coming years.

Intellectual Property

Neither the Company nor any of its subsidiaries own any intellectual property. If, in the future, the Company decides to develop proprietary intellectual property, we may have to obtain registrations with the Brazilian Trademark and Patents Office (INPI) to enforce the ownership of our rights. The registration process with INPI can be very time-inefficient and may be subject to challenges from third parties.

However, we have entered into license agreements with Unilever Brasil Ltda, Unilever IP Holdings B.V., Mae Terra Produtos Naturais Ltda, and Conopco, Inc. d/b/a Unilever to market our products under brands owned by Unilever in Brazil (namely Arisco, Knorr, Maizena and Mãe Terra). These agreements will also have to be registered with INPI in order to be enforceable before third parties. However, we have the rights to use the brands, regardless of whether these registrations are implemented or not, as they already are enforceable between the parties (Unilever and us).

Employees

As of November30, 2023, we had approximately 42 employees of which 26 employees were located in our headquarters in São Paulo, Brazil, and 16 employees were located at our integrated distribution center located in in São Paulo, Brazil. We believe we have strong employee and labor relations domestically, and historically we have not experienced work stoppages that materially and adversely affected our operations.

We strive to foster an inclusive and diverse culture of high performance and accountability, characterized by colleague engagement and open communication, and we view our human capital-related initiatives as an ongoing priority. Such initiatives include (i) implementing a robust talent acquisition approach, including through competitive pay and benefits, (ii) implementing initiatives to promote diversity and foster a sense of connection and community through our company, including our various affinity groups, (iii) offering an array of learning and development opportunities, including live programs and online courses, and (iv) conducting employee engagement surveys and developing action plans based on the survey outcomes.

Properties

As of November30, 2023, we owned or leased a total of approximately 2,408 square meters (approximately 26,000 square feet) of administrative, manufacturing, warehouse and distribution space in Brazil. We currently lease two (2) facilities totaling approximately 2,408 square meters in Brazil. We are required to pay real estate taxes and maintenance costs relating to most of our leased properties.

All our properties are covered by all-risk and liability insurance, in amounts and on terms that we believe are customary for our industry. We believe that these properties, taken as a whole, are generally well-maintained, and are adequate for current and reasonably foreseeable business needs.

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All our facilities can only operate under certain permits to be issued by the relevant municipalities and subject to restrictions and requirements set forth by the local fire departments. Moreover, we are subject to inspections by these entities and also by sanitation departments of these locations where our facilities are located.

Government Regulations

Most of our food products are subject to regulation and registration and labeling requirements provided by the Brazilian Ministry of Agriculture.

Sanitation departments and the Labor Ministry also impose several requirements to be followed by all Brazilian companies engaged in general and food processing business in particular; aiming to eliminate, reduce or avoid risks associated with food distribution and consumption. Additionally, these sanitation departments also regulate rules including, but not limited to, labeling regulations, nutritional composition, food identity and quality which are to be followed by companies engaged in food processing business. The performance of these departments is supported by local legal standards and procedures, many of which are harmonized internationally. Regulatory activities cover both finished products and the inputs and procedures used in their production, comprising all stages of the process, from the field crops to the delivery of the products to the consumer.

Environmental Laws and Regulations

According to Brazilian legislation, the construction, installation, expansion and operation of any establishment or activity using environmental resources or that is deemed actually or potentially polluting, as well as those capable of causing any kind of environmental degradation, depend on a prior licensing process. Generally, environmental licensing procedures follow three stages:

•Preliminary License (Licença Prévia, or “LP”) — it is granted during the preliminary stage of planning the enterprise or activity approving its location, conception and environmental feasibility, and sets forth the basic and conditioning requirements to be met during the subsequent stages of its implementation;

•Installation License (Licença de Instalação, or “LI”) — it authorizes the setting up of the enterprise or operation according to the specifications of the approved plans, programs and designs, including measures of environmental control and requirements; and,

•Operation License (Licença de Operação, or “LO”) — it authorizes the operation of the activity or enterprise, after effective compliance with the preliminary licenses and with the environmental control measures and requirements determined for the operation.

•Environmental licenses are issued for a specific term and must be renewed periodically. The renewal request must be filed within 120 (one hundred and twenty) days before the expiration date, so the respective license remains valid until the environmental authority’s final decision.

In this regard, the Brazilian legislation provides that the absence of environmental licenses to construct, implement, operate, expand or enlarge an enterprise that causes significant environmental impact, subjects the wrongdoers to administrative penalties such as shutdowns, embargos and the payment of fines.

Moreover, environmental licenses typically set forth technical conditions that must be fulfilled by the titleholder in order to maintain the validity of the respective license.

Legal Proceedings

The Company may be subject to litigation in the future under consumer, tax, social security, employment and contracts law, among others.

We are involved in two proceedings initiated by the former employees of one of our business partners, in which we are exposed to an aggregate total claimed amount of US$15,996 for the two (2) lawsuits, not including court fees, attorneys’ fees, social security charges and a gross-up of income taxation. We believe that the we have been wrongfully associated with these claims and expect that we will not be liable to pay any amounts, although there can be no assurance that the Company is correct in such belief. However, even if the Company is liable to pay to the claimants, we believe we will have recourse rights against their actual employers.

Currently, except for the claims explained above, the Company is not a party to any legal proceedings and the management is unaware of any pending or threatened litigation against the company.

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MANAGEMENT

The following table sets forth certain information about our executive officers, key employees and directors as of the date of this Registration Statement. We intend to appoint 3 (three) independent directors prior to the consummation of this offering.

Name	Age	Position	Residence
Bruno Bonifacio*	28	Chief Executive Officer and Director	Brazil
Paulo R. Bonifacio*	58	President	Brazil
Fabio L. Farina	43	Chief Financial Officer and Director	Brazil
Joel A. Gallo**	51	Director	China

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*Mr.Bruno Bonifacio is the son of Mr.Paulo R. Bonifacio.

**Independent Director.

Mr.Bruno Bonifacio currently serves as our Chief Executive Officer and Director and resides in Brazil. Mr.Bruno Bonifacio has served as our Chief Executive Officer since the Company’s inception in October 2022. Mr.Bruno Bonifacio has served as Supply Chain Director of BR Brands S.A., our 100% owned indirect subsidiary, from September 2022 to July 2023. Mr.Bonifacio was one of the founders of Boni Logística Ltda., our 100% owned indirect subsidiary, in February 2020 and previously served as Director of Operations of Boni Logística Ltda. from May 2021 to September 2022. He previously served as General Manager of McLaren Brazil from October 2017 to May 2021, where he was responsible for the implementation of McLaren Brazil’s automotive operation, gathering relevant experience in importation, sales, after sales, marketing, team building and business planning. Based on Mr.Bruno Bonifacio’s experience discussed above, including primarily his operational and international experience, the Company has concluded that Mr.Bruno Bonifacio should serve as a director of the Company.

Mr. Paulo R. Bonifacio currently serves as the President of the Company and resides in Brazil. Mr. Bonifacio has served as our President since the Company’s inception in October 2022. Mr.Bonifacio has served as the President of BR Brands S.A., our 100% owned indirect subsidiary, since its inception in December 2020. Mr. Bonifacio has over six (6) years of experience in the dry foods goods industry. Mr.Bonifacio previously served as Chief Executive Officer of Araxa Metais S.A., a mining company in Brazil, from January 2015 to April 2017. He also founded Bonifacio Logistics and served as CEO from of Bonifacio Logistics from January 1994 to September 2007, where he led the merger with GATX, a railcar leasing and service company, led another merger with Tegma, a Brazilian transport company, and led Tegma until its initial public offering on the Brazilian stock market. Mr. Bonifacio also has past experience in different markets such as importation.

Mr. Fabio L. Farina currently serves as our Chief Financial Officer and a Director and resides in Brazil. Mr.Farina has served as our Chief Financial Officer of the Company since October 2022. Mr.Farina has served as Chief Financial Officer of BR Brands S.A., our 100% owned indirect subsidiary in Brazil, since September 2022. Mr. Farina has over 18 years of experience in the financial sector. Prior to joining BR Brands S.A., from November 2020 until August 2022, Mr.Farina worked providing financial and accounting consulting Services for over 40 Brazilian companies. Mr. Farina was previously Chief Executive Officer at Nova Credeal Industria S.A., a papercraft company in Brazil, from June 2019 to November 2020. Mr.Farina previously served as Chief Financial Officer at Farol Industria S.A., an animal by-products recycling company in Brazil, from May 2017 to June 2019. Mr.Farina worked at companies such as Inbrands S.A. from August 2010 until April 2014 and HIG Capital from April 2014 until December 2015 as a director. Mr. Farina obtained his bachelor’s degree in accounting from UNIESP Centro Universitário Capital — UNICAPITAL, Brazil in 2004. Based on Mr.Farina’s financial experience discussed above, the Company has concluded that Mr.Farina should serve as a director of the Company.

Mr.Joel A. Gallo currently serves as a Director and resides in China. Mr.Gallo has served as our Director since October, 2023. Mr.Gallo also currently serves as Chief Financial Officer of HD EDU, a technology firm based in Shenzhen, China, and has served in this role since February 2023. Mr.Gallo also currently serves on the board of directors of Hywin Wealth Management Co. Ltd., a subsidiary of Hywin Holdings Ltd. (Nasdaq ticker: HYW). Mr.Gallo also currently serves as a director of International Technical Holdings Corporation. He also currently serves as an independent director nominee of Good Faith Technology. Prior to joining HD EDU, Mr.Gallo served as the Chief Financial Officer of CoinTiger, a cryptocurrency trading platform company, from July 2022 to January 2023.

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Mr.Gallo served as the Chief Financial Officer of ETAO International Group, a telehealth company, from March 2021 to May 2022. He served as Chief Executive Officer of Columbia China League Business Advisory Co., a professional advisory services company, from November 2019 to February 2021, providing professional advisory services to various companies, including advising Chinese companies on initial public offerings in the United States. Mr.Gallo served as co-founder and principal of GLS Group LLC from April 2013 to December 2018, and was responsible for providing management consulting services to financial sector firms. From February 1994 to March 2013, Mr.Gallo was a senior executive at Scudder Kemper Investments (Deutsche Bank Asset Management), TLX Trading Networks, Deloitte, Ernst & Young, PricewaterhouseCoopers, EMC. In those roles, Mr.Gallo advised about 100 global financial institutions on strategy, transformation, risk management projects. Mr.Gallo obtained his bachelor’s degree in management from Binghamton University — State University of New York, in 1993. He obtained a master of arts degree in international relations from Tufts University, in 2008. He obtained a master of public administration degree from Columbia University in 2018. Based on Mr.Gallo’s previous business experience discussed above, primarily including his previous experience serving in directorship roles, the Company has concluded that Mr.Gallo should serve as a director of the Company.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Corporate Governance

Director Independence

We expect that more than 50% of the voting power of the common stock of the Company will be held by one shareholder after the closing of this offering; therefore we are deemed a “controlled company” under the NYSE American corporate governance rules. “Controlled” companies are exempt from the requirements to have a board with a majority of independent members and the requirements regarding compensation and nominating committees. However, we do not intend to rely on the “controlled company” exemption. See “Risk Factors — We are a ‘controlled company’ as defined under NYSE American listing standards, and we are permitted to elect to rely on certain exemptions from corporate governance rules; although we do not expect to rely on the ‘controlled company’ exemption under the listing standards of the NYSE American, we expect to have the right to use such exemption and therefore we could in the future avail ourselves of certain reduced corporate governance requirements.”

Our Board has reviewed the independence of our directors based on the NYSE American listing standards. Based on this review, our Board determined that each of [•], [•] and [•] are independent within the meaning of the NYSE American rules. In making this determination, our Board considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our Board deemed relevant in determining their independence. In addition, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

Board of Directors: Term of Office

Our Bylaws provide that each member of our Board of Directors shall serve for a term of one (1) year and hold office until their successors are elected and qualified at the following annual meeting of stockholders.

Board Committees

Our Board will establish the following three standing committees: audit committee; compensation committee; and nominating and governance committee. Our board of directors will adopt written charters for each of these committees. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The audit committee is responsible for, among other matters:

•appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm the independence of its members from its management;

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•reviewing with our independent registered public accounting firm the scope and results of their audit;

•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

•reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

•coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures

•establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

•reviewing and approving related-person transactions.

Our audit committee consists of [•], [•] and [•], with [•] serving as the chairman. Each member of our audit committee can read and understand fundamental financial statements in accordance with the SEC and the NYSE American audit committee requirements. In arriving at this determination, our Board has examined [•], [•] and [•]’s scope of experience and the nature of their prior and/or current employment.

Compensation Committee

The compensation committee is responsible for, among other matters:

•reviewing key employee compensation goals, policies, plans and programs;

•reviewing and approving the compensation of our directors and executive officers;

•reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

•appointing and overseeing any compensation consultants or advisors.

Our compensation committee consists of [•], [•] and [•], with [•] serving as the chairman.

Nominating and Governance Committee

The purpose of the nominating and governance committee is to assist the board in identifying qualified individuals to become board members, in determining the composition of the board and in monitoring the process to assess board effectiveness. Our nominating committee consists of [•], [•] and [•], with [•] serving as the chairman.

Code of Business Conduct and Ethics

Our board of directors will adopt a code of business conduct and ethics that applies to our directors, officers and employees. Upon completion of this offering, a copy of this code will be available on our website. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and our two most highly-compensated executive officers (other than the chief executive officer) who were serving as executive officers as of December 31, 2023 for services rendered in all capacities to us for the years ended December 31, 2023 and 2022. These three individuals are referred to as our “Named Executive Officers”.

Other than as set forth in the table and described more fully below, during the fiscal years ended December31, 2023 and 2022, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the Named Executive Officers. The compensation reported in this summary compensation table below is not necessarily indicative of how we will compensate our Named Executive Officers in the future. We expect that we will continue to review, evaluate, and modify our compensation framework as a result of becoming a publicly traded company, and our compensation program could vary significantly from our historical practices in the future.

Name	Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Share- based Awards ($)	Total ($)
Bruno Bonifacio	Chief Executive Officer and Director	2023	96,000		—		96,000
		2022	96,000		—		96,000
Bonifacio, Paulo R.	President	2023	168,000		—		168,000
		2022	168,000		—		168,000
Farina, Fabio L.	Chief Financial Officer and Director	2023	108,000		—		108,000
		2022	72,000		—		72,000

Employment Agreements

On June30, 2023, the Company and Bruno Bonifacio entered into an agreement, pursuant to which Bruno Bonifacio agreed to be employed as the Chief Executive Officer of the Company. The Company agreed to pay Bruno Bonifacio (i) a base annual salary of BRL 384,000 (or approximately USD79,834); (ii) a discretionary bonus of up to 2.0% of salary.

On June30, 2023, the Company and Paulo R. Bonifacio entered into an agreement, pursuant to which Paulo R. Bonifacio agreed to be employed as the President of the Company. The Company agreed to pay Paulo R. Bonifacio (i) a base annual salary of BRL 1,260,000 (or approximately USD261,954); (ii) a discretionary bonus of up to 2.0% of salary.

On June30, 2023, the Company and Fabio Farina entered into an agreement, pursuant to which Fabio Farina agreed to be employed as the Chief Financial Officer of the Company. The Company agreed to pay Fabio Farina (i) a base annual salary of BRL 542,740.20 (or approximately USD112,836); (ii) a discretionary bonus of up to 2.0% of salary.

Under these agreements, we may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, which include, but are not limited to, a conviction or plea of guilty to a non-vehicular felony or any act involving moral turpitude, willful misconduct or gross negligence, dishonest acts to our detriment, continued failure to satisfactorily follow lawful and reasonable directives of the Board, or breach of certain restrictive covenants set forth in the employment agreement. We may also terminate an officer’s employment without cause upon giving 180-day advance written notice.

Each of the executive officers has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment, any confidential information or trade secrets of ours, our customers or prospective customers, or the confidential or proprietary information of any third-party received by us and for which we have confidential obligations. Each of the executive officers has also agreed to disclose in confidence to us all inventions and designs which they conceive or develop during the executive officer’s employment with us and to assign all right, title and interest in them to us.

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Non-Executive Director Compensation

The non-executive members of our board of directors have not received any compensation prior to this offering and no arrangements have been entered into in relating to compensation after this offering. Following this offering, the board of directors will establish a compensation package for the non-executive members of the board of directors.

2023 Equity Incentive Plan

We have reserved a total of 815,000shares of common stock in our 2023 Equity Incentive Plan (the “Plan”) to fulfill any future grants under the Company’s equity incentive plan or other future grants by the Company to its employees, officer or directors.

As of the date of this prospectus, we have granted to certain director and employees of the Company or its subsidiaries (the “Beneficiaries”) options to acquire up to an aggregate total of 515,000shares of our common stock. On June30, 2023, the Company granted 150,000 stock options to Mr.Fabio F. Farina, Chief Financial Officer of the Company.

The options granted to the Beneficiaries were made pursuant to option grant agreements entered into between the Company and each respective Beneficiary (“Option Agreement”). Pursuant to the Option Agreements, an aggregate total of (a) 215,000 options are not exercisable until July1, 2024; (b) 215,000 options are not exercisable until December28, 2024; (c) 42,500 options are not exercisable until March28, 2025; and (d) 42,500 options are not exercisable until June26, 2025. Consequently, as of the date of this prospectus, none of the options granted by the Company to the Beneficiaries have been exercised and all the options become exercisable after the consummation of this offering.

The purpose of the 2023 Equity Incentive Plan is to establish rules for employees of the Company to acquire our shares, with the aim of: (i) aligning the interests of executives and other employees with those of the Company’s shareholders, in generating results and creating sustainable value, and (ii) reinforcing the long-term orientation of decisions taken by executives. The goal is to create a long-term incentive, based on the concept of a stock option, which consists of granting a right and not an obligation to buy Company common shares at pre-established prices and terms. Under the terms of our 2023 Equity Incentive Plan, if a participant ceases to be a service provider, other than upon the participant’s termination as the result of the participant’s death or disability, the participant may exercise his or her option within such period of time as is specified in the award agreement (but in no event later than the expiration of the term of such option as set forth in the award agreement) to the extent that the option is vested on the date of termination. In the absence of a specified time in the award agreement, the option shall remain exercisable for three months following the participant’s termination. Unless otherwise provided by the administrator, if on the date of termination the participant is not vested as to his or her entire option, the shares covered by the unvested portion of the option will be forfeited and revert to the Plan. If after termination the participant does not exercise the vested portion of his or her option within the time specified by the administrator, the option will terminate, and the shares covered by such option will revert to the Plan.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Unless described below, during the last two fiscal years ended December31, 2022 and 2021 and during the period beginning January1, 2023 through the date herein, there are no transactions or series of similar transactions to which we were a party or will be a party, in which:

•the amounts involved exceeded or will exceed the lesser of (i) $120,000, or (ii) 1% of the average of BRB Foods Inc.’s total assets for the last two completed fiscal years; and

•any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Employment Agreements

The company has entered into employment agreements with executive officers. See summaries of such agreements under “Executive Compensation — Employment Agreements”.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of November30, 2023, and as adjusted to reflect the sale of common stock being offered in this offering by:

•each person, or group of affiliated persons, known to us to own beneficially more than 5% of our common stock;

•each of our current directors;

•each of our named executive officers; and

•all of our current directors and executive officers as a group.

The information in the following table has been presented in accordance with the rules of the SEC. Under such rules, beneficial ownership of a class of capital stock includes any shares of such class as to which a person, directly or indirectly, has or shares voting power or investment power and also any shares as to which a person has the right to acquire such voting or investment power within 60 days through the exercise of any stock option, warrant or other right. If two or more persons share voting power or investment power with respect to specific securities, each such person is deemed to be the beneficial owner of such securities. Except as we otherwise indicate below and under applicable community property laws, we believe that the beneficial owners of the common stock listed below, based on information they have furnished to us, have sole voting and investment power with respect to the shares shown. Except as otherwise indicated, each stockholder named in the table is assumed to have sole voting and investment power with respect to the number of shares listed opposite the stockholder’s name.

The calculations of beneficial ownership in this table are based on 12,000,000shares of common stock outstanding on November30, 2023.

Names of Beneficial Owners	Shares Beneficially Owned	Percent of Class		Percent of Class after this Offering
5% Beneficial Owners:
Rafael Bonifacio	772,500	6.4	%	[•]%
Named Executive Officers and Directors(1):
Paulo R. Bonifacio(2)	8,802,000	73.4	%	[•]%
Fabio L. Farina(3)	150,000	1.3	%	[•]%
Bruno Bonifacio	772,500	6.4	%	[•]%
All of our directors and officers as a group	9,724,500	81.0	%	[•]%

____________

(1)Unless otherwise indicated, the business address of each of the named individuals is Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151, São Paulo, SP 04543-121, Brazil.

(2)Mr.Paulo R. Bonifacio is the owner of 8,802,000shares of our common stock, 599,000shares of which are owned through Tivix Investments LLC, a Delaware limited liability company, of which Mr.Paulo R. Bonifacio is the sole owner and member. Mr.Paulo R. Bonifacio has the voting, dispositive or investment power over his respective shares owned through Tivix Investments LLC. The address of Tivix Investments LLC is 2255 Glades Road, Suite 122A, Boca Raton, FL 33431.

(3)Mr.Fabio L. Farina has a Restricted Stock Grant Agreement with the Company of 150,000shares. An aggregate amount of (a) 37,500shares are not exercisable before July 01, 2024; (b) 37,500 shares are not exercisable before December 28, 2024; (c) 37,500 shares are not exercisable before March 28, 2025; (d) 37,500 shares are not exercisable before June 26, 2025.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of all material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, all of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and the applicable provisions of Wyoming law.

General

Our articles of incorporation authorizes us to issue a total of 30,000,000 shares, par value $0.001 per share.

Common Stock

We are authorized to issue 30,000,000 shares, par value $0.001 per share. As of the date hereof, a total of 12,000,000 shares of our common stock are issued and outstanding, which does not include shares of common stock issuable upon conversion of promissory notes.

Each share of common stock is entitled to one vote on the election of any director or any other matter upon which stockholders are required or permitted to vote. Holders of our common stock do not have cumulative voting rights.

Issuance of additional shares of common stock in the future will reduce proportionate ownership and voting power of each share outstanding. Directors can authorize the issuance of additional shares of common stock without stockholder approval, to the extent authorized.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. Holders of our common stock are entitled to receive dividends when and as declared by our board of directors, out of funds legally available. We have not paid cash dividends in the past and do not expect to pay any within the foreseeable future.

Anti-Takeover Issues

Wyoming law does not impose enhanced fiduciary duties on directors in attempted takeover situations. Instead, the “business judgment rule” is applied to the use of antitakeover tactics, which may allow directors to consider the interests of shareholders as just one factor among others.

Cumulative voting is not provided for in our Articles of Incorporation or Bylaws or in the Wyoming Business Corporation Act, which may make it harder for third parties to gain control over the Company. We do not currently have a staggered Board of Directors, and we have not adopted any shareholders’ rights plans, or so-called poison pills.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of this offering. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of this offering. The payment of any cash dividends subsequent to this offering will be within the discretion of our board of directors at such time. Further, if we incur any additional indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Transfer Agent and Registrar

VStock Transfer, LLC is the transfer agent and registrar for our common stock. VStock Transfer, LLC’s offices are located at 18 Lafayette Place, Woodmere, NY 11598.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering and the sales of our common stock by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, no public market for our common stock existed, and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock from time to time and could impair our future ability to raise equity capital in the future. Furthermore, because only a limited number of shares of our common stock will be available for sale shortly after this offering due to certain contractual and legal restrictions on resale described below, sales of substantial amounts of our common stock in the public market after such restrictions lapse, or the anticipation of such sales, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Based upon the 12,000,000shares outstanding as of November30, 2023, upon the closing of this offering, we will have outstanding an aggregate of [•] shares of common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. All of the [•] shares sold in this offering by us will be freely tradable without restrictions or further registration under the Securities Act, unless held by our affiliates, as that term is defined under Rule 144 under the Securities Act, or subject to lock-up agreements. The remaining shares of common stock outstanding upon the closing of this offering are restricted securities as defined in Rule 144. Restricted securities may be sold in the U.S. public market only if registered or if they qualify for an exemption from registration, including by reason of Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. These remaining shares will generally become available for sale in the public market as follows:

•no shares will be eligible for sale in the public market on the date of this prospectus; and

•approximately [•] shares will be eligible for sale in the public market upon expiration of lock-up agreements [•] days after the date of this prospectus, subject in certain circumstances to the volume, manner of sale and other limitations of Rule 144 and Rule 701.

We may issue shares of common stock from time to time as consideration for future acquisitions, investments or other corporate purposes. In the event that any such acquisition, investment or other transaction is significant, the number of shares of common stock that we may issue may in turn be significant.

We may also grant registration rights covering those shares of common stock issued in connection with any such acquisition and investment.

Rule 144

In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale, (2) we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (3) we are current in our Exchange Act reporting at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months, but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

•1% of the number of shares of our common stock then outstanding, which will equal approximately [•] shares immediately after the closing of this offering.

•An amount equal to the average weekly trading volume of shares of our common stock on the NYSE American during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Persons who are not our affiliates and have beneficially owned our restricted shares of common stock for more than one year are not subject to the restrictions above.

Regulation S

Regulation S under the Securities Act provides that securities owned by any person may be sold without registration in the United States, provided that the sale is affected in an “offshore transaction” and no “directed selling efforts” are made in the United States (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our shares may be sold in some manner outside the United States without requiring registration in the United States.

Rule 701

In general, under Rule 701, a person who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been one of our affiliates during the immediately preceding 90 days may sell these shares in reliance upon Rule 144, but without being required to comply with the notice, manner of sale, public information requirements or volume limitation provisions of Rule 144. Rule 701 also permits affiliates to sell their Rule 701shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701. None of our shares of our outstanding common stock have been issued in reliance on Rule 701.

Lock-Up Arrangements

In connection with the offering, all of our directors and executive officers and holders of outstanding shares of our common stock then outstanding entered into a lock-up agreement which expires on [•]. Thereafter, these shares can be sold without registration under the Securities Act pursuant to Rule 144 once their one year holding period has expired or prior to such time pursuant to an effective registration statement permitting the resale of such shares.

We have agreed not to, for a period of 180 days from the closing of this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of our securities without the written consent of the Representative of the Underwriters. See “Underwriting”.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the acquisition, ownership and disposition of our common stock issued pursuant to this offering. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, and does not address any estate or gift tax consequences or any tax consequences arising under any state, local or foreign tax laws, or any other U.S. federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, and applicable Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service, or IRS, all as in effect as of the date hereof. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This discussion is limited to non-U.S. holders who purchase our common stock pursuant to this offering and who hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including:

•certain former citizens or long-term residents of the United States;

•partnerships or other pass-through entities (and investors therein);

•“controlled foreign corporations”;

•“passive foreign investment companies”;

•corporations that accumulate earnings to avoid U.S. federal income tax;

•banks, financial institutions, investment funds, insurance companies, brokers, dealers or traders in securities;

•tax-exempt organizations and governmental organizations;

•tax-qualified retirement plans;

•persons subject to the alternative minimum tax;

•persons that own, or have owned, actually or constructively, 5% or more of our common stock;

•accrual-method taxpayers subject to special tax accounting rules under Section 451(b) of the Code;

•persons who have elected to mark securities to market;

•persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

•broker, or dealer or trader in securities;

•“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; and

•persons holding our common stock as part of a hedging or conversion transaction or straddle, or a constructive sale, wash sale or other integrated transaction, or other risk reduction strategy or integrated investment.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our common stock and the partners in such partnerships are urged to consult their tax advisors about the particular U.S. federal income tax consequences to them of holding and disposing of our common stock.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS. YOU SHOULD ALSO CONSULT WITH YOUR TAX ADVISOR WITH RESPECT TO SUCH CHANGES IN U.S. TAX LAW AS WELL AS POTENTIAL CONFORMING CHANGES IN STATE TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our common stock that is not a “U.S. person” for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•an individual who is a citizen or resident of the United States;

•a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

•an entity or arrangement treated as a partnership;

•an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Distributions on Our Common Stock

BRB Foods Inc. is taxed as a “C” Corporation subject to federal, state and local income taxes. As described under the section titled “Dividend Policy,” we have not paid and do not anticipate paying dividends. However, if we make cash or other property distributions on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a non-U.S. holder’s tax basis in our common stock, but not below zero. Any excess will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under the section titled “Gain on Disposition of Our Common Stock” below.

Subject to the discussions below regarding effectively connected income, backup withholding and Sections 1471 through 1474 of the Code (commonly referred to as FATCA), dividends paid to a non-U.S. holder of our common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish us or our paying agent with a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) and satisfy applicable certification and other requirements. This certification must be provided to us or our paying agent before the payment of dividends and must be updated periodically. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

If a non-U.S. holder holds our common stock in connection with the conduct of a trade or business in the United States, and dividends paid on our common stock are effectively connected with such holder’s U.S. trade or business (and are attributable to such holder’s permanent establishment in the United States if required by an applicable tax treaty), the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish a valid IRS Form W-8ECI (or applicable successor form) to the applicable withholding agent.

However, any such effectively connected dividends paid on our common stock generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional

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branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Non-U.S. holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Disposition of Our Common Stock

Subject to the discussions below regarding backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the sale or other disposition of our common stock, unless:

•the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States;

•the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

•our common stock constitutes a “United States real property interest” by reason of our status as a United States real property holding corporation, or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our common stock, and our common stock is not regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs.

If we are a USRPHC and either our common stock is not regularly traded on an established securities market or a non-U.S. holder holds, or is treated as holding, more than 5% of our outstanding common stock, directly or indirectly, during the applicable testing period, gain described in the third bullet point above will generally be taxed in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally will not apply. Determining whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other trade or business assets and our foreign real property interests. We believe that we are not currently and do not anticipate becoming a USRPHC for U.S. federal income tax purposes, although there can be no assurance we will not in the future become a USRPHC. If we are a USRPHC and our common stock is not regularly traded on an established securities market, a non-U.S. holder’s proceeds received on the disposition of shares will also generally be subject to withholding at a rate of 15%. Prospective investors are encouraged to consult their own tax advisors regarding the possible consequences to them if we are, or were to become, a USRPHC.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by certain U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Annual reports are required to be filed with the IRS and provided to each non-U.S. holder indicating the amount of dividends on our common stock paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, currently at a 24% rate, generally will not apply to payments to a non-U.S. holder of dividends on or the

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gross proceeds of a disposition of our common stock provided the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a U.S. person who is not an exempt recipient.

The gross proceeds from sales or other dispositions of our common stock may be subject, in certain circumstances discussed below, to U.S. backup withholding and information reporting. If a non-U.S. Holder sells or otherwise disposes of our common stock outside the United States through a non-U.S. office of a non-U.S. broker and the disposition proceeds are paid to the non-U.S. Holder outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not U.S. backup withholding, will apply to a payment of disposition proceeds, even if that payment is made outside the United States, if a non-U.S. Holder sells our common stock through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States, unless the broker has documentary evidence in its files that the non-U.S. Holder is not a United States person and certain other conditions are met or the non-U.S. Holder otherwise qualifies for an exemption.

If a non-U.S. Holder receives payments of the proceeds of a disposition of our common stock to or through a U.S. office of a broker, the payment will be subject to both U.S. backup withholding and information reporting unless the non-U.S. Holder provides to the broker a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the non-U.S. Holder is not a United States person, or the non-U.S. Holder otherwise qualifies for an exemption.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s U.S. federal income tax liability, if any.

Withholding on Foreign Entities

FATCA imposes a U.S. federal withholding tax at a rate of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) of (i) U.S.-source dividends (including dividends paid on our common stock) and (ii) the gross proceeds from the sale or other disposition of property that produces U.S.-source dividends (including sales or other dispositions of our common stock). FATCA withholding tax generally applies to a foreign entity, whether acting as a beneficial owner or an intermediary, unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. Accordingly, the entity through which a non-U.S. Holder holds our common stock will affect the determination of whether such withholding is required. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. FATCA currently applies to dividends paid on our common stock. Under applicable Treasury Regulations and administrative guidance, withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of our common stock on or after January 1, 2019, but under proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on such proposed regulations pending finalization), no withholding would apply with respect to payments of gross proceeds.

Prospective investors are encouraged to consult with their own tax advisors regarding FACTA and the possible implications of this legislation on their investment in our common stock.

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UNDERWRITING

Network 1 Financial Securities, Inc. is acting as representative of the underwriters of the offering. We have entered into an underwriting agreement (the “underwriting agreement”) with the Representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters named below, and the underwriters have agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite the underwriter’s name in the following table at the initial public offering price per share less underwriting discounts and commissions, as set forth on the cover page of this prospectus.

Underwriter	Number of Shares
Network 1 Financial Securities, Inc.	[•]
Total

The underwriters are committed to purchase all of the shares offered by us other than those shares covered by the Over-Allotment Option described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions contained in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-Allotment Option

We have granted to the underwriters an option to purchase from us up to an additional [•] shares of our common stock, solely to cover over-allotments, if any. The shares of our common stock to be purchased pursuant to the Over-Allotment Option will be acquired at the public offering price, less the underwriting discounts and commissions. The underwriters may exercise this option, in whole or in part, for our common stock, any time and from time to time during the 45-day period from the date of this prospectus. If this option is exercised in full, the total price to the public will be $[•] and the total net proceeds before expenses to us will be $[•].

Underwriting Discount, Commissions and Expenses

The following table shows the per share of common stock and total underwriting discounts and commissions to be paid to the underwriters. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares, assuming an initial public offering price of $[•] per share, the midpoint of the estimated price range set forth on the cover page of this prospectus.

	Per Share	Total Without Exercise of Over-Allotment Option	Total With Exercise in Full of Over-Allotment Option
Public offering price(1)	$	$	$
Underwriting discount and commissions(2)	$	$	$
Proceeds, before expenses, to us	$	$	$

____________

(1) Initial public offering price per share is assumed as $[] per share, which is the midpoint of the range set forth on the cover page of this prospectus.

(2)Represents underwriting discounts of 8.00% of the public offering price per common stock. The underwriting discounts do not include (i) the warrants to purchase common stock equal to 7.0% of the number of shares sold in the offering, (ii) a 1.0% non-accountable expense allowance, or (iii) certain out-of-pocket expenses, each as described below.

The Underwriters have advised us that they propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $[•] per share. After the initial public offering, the public offering price, concession and discount may be changed.

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We have also agreed to pay all of the expenses relating to the offering, including, but not limited to, (i) our legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing, and delivering the registration statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, and the underwriting agreement and related documents (all in such quantities as the Representative may reasonably require); (iii) the costs of preparing and printing stock certificates and warrant certificates; (iv) the costs of any due diligence meetings; (v) all reasonable and documented fees and expenses for conducting a net road show presentation; (vi) all filing fees and communication expenses relating to the registration of the shares to be sold in the offering with the SEC and the filing of the offering materials with FINRA; (vii) the reasonable and documented fees and disbursements of the Representative’s counsel up to $100,000; (viii) background checks of the Company’s officers and directors up to $15,000; (ix) preparation of bound volumes and mementos in such quantities as the Representative may reasonably request up to $2,500; (x) transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; and (xi) the fees and expenses of the transfer agent, clearing firm, and registrar for the shares; provided that the actual accountable expenses of the Representative shall not exceed $175,000.

We have paid a $40,000 expense advance to the Representative, which shall be applied against actual out-of-pocket-accountable expenses, which will be returned to us to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). Upon the closing of this offering, we may pay up to an additional $135,000 for out-of-pocket accountable expenses to the Representative. We have agreed to pay to the Representative 1% of the gross proceeds of the offering for non-accountable expenses, payable upon the closing of the offering.

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount, and including the above-referenced advance to the Representative, will be approximately $_________.

Discretionary Accounts

The underwriters do not intend to confirm sales of the shares offered hereby to any accounts over which they have discretionary authority.

Electronic Offer, Sale, and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members. The Representative may agree to allocate a number of shares of common stock to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Representative’s Warrants

We have agreed to issue to the Representative or its designees at the closing of this offering warrants to purchase the number of common stock equal to 7.0% of the aggregate number of shares sold in this offering. The warrants are exercisable commencing 180 days following the date of commencement of sales of the offering and for a period of five years from the date of commencement of sales of the offering, in whole or in part. The warrants will be exercisable at a per share price equal to 125% of the initial public offering price per share in the offering. The Warrants provide for resale registration rights including one demand and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of this offering. In compliance with FINRA Rule 5110(g)(8), such registration rights are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which this prospectus forms a part, and such demand rights may be exercised on only one occasion.

The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e) of FINRA. Pursuant to FINRA 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated, nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of this offering except to any underwriter and selected dealer participating in

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the offering and their officers or partners, registered persons of affiliates or as otherwise permitted under FINRA Rule 5110(e)(2). The warrants and the common stocks underlying the warrants are being registered as a part of the registration statement of which this prospectus forms a part and will be freely tradable upon the declaration of the effectiveness of such registration statement by the SEC.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or recapitalization, reorganization, merger or consolidation.

Right of First Refusal

We have granted the Representative a right of first refusal, for a period of twelve (12) months from the closing of the offering, to co-manage any future public and private equity and debt offering, including all equity linked financings (excluding (i) shares issued under any compensation or stock option plan approved by the Company’s shareholders, (ii) shares issued as consideration of an acquisition or as part of a strategic partnership or transaction and (iii) conventional banking arrangements and commercial debt financing), of the Company, or any successor to or any current or future subsidiary of the Company, with the Representative receiving the right to underwrite or place a number of the securities to be sold therein having an aggregate purchase price therein equal to a minimum of the aggregate purchase price of the shares sold in this offering (excluding shares issued upon exercise of underwriters’ over-allotment option). If the Representative fails to accept in writing any such proposal within ten (10) days after receipt of a written notice from the Company containing such proposal, the Representative will have no claim or right with respect to any such sale contained in any such notice. If, thereafter, such proposal is modified in any material respect, the Company will adopt the same procedure as with respect to the original proposed public of private sale, and the Representative shall have the right of first refusal with respect to such revised proposal as set forth above. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering.

Lock-Up Agreements

The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the representative, it will not, for a period of 180 days after the closing of the offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any notion or contract to sell, grant any option, right or warrant to purchase, lead, or otherwise transfer or dispose of directly or indirectly, any share of capital share of the Company or any securities convertible into or exercisable or exchangeable for shares of capital share of the Company; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital share of the Company of any securities convertible into or exercisable or exchangeable for shares of capital shares of the company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital share of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital share of the Company or such other securities, in such or otherwise.

Our directors, executive officers and shareholders have agreed, subject to limited exceptions set forth below, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (the “Lock-Up Securities”), that transfers, in whole or in part, any of the economic consequences of ownership of our shares of common stock or such other securities for a period of 180 days after the closing of this offering, without the prior written consent of the representative.

Notwithstanding the foregoing to the contrary and subject to the conditions below, a holder may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities (i) as a bona fide gift, by will or intestacy, (ii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, or (iii) to a family member or trust for the benefit of a family member (for purposes hereof, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the holder, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers

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of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the representative a lock-up agreement substantially in the form of this lock-up agreement and (ii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made.

Listing

We will apply to have our shares of common stock approved for listing on the NYSE American under the symbol “•”.

Determination of Initial Public Offering Price

Before this offering, there has been no public market for shares of our common stock. Accordingly, the initial public offering price will be negotiated between us and the underwriter. Among the factors to be considered in these negotiations are:

•the information set forth in this prospectus and otherwise available to the underwriter;

•the prospects for our Company and the industry in which we operate;

•an assessment of our management;

•our past and present financial and operating performance;

•our prospects for future earnings;

•financial and operating information and market valuations of publicly traded companies engaged in activities similar to ours;

•the prevailing conditions of United States securities markets at the time of this offering; and

•other factors deemed relevant.

Neither we nor the underwriter can assure investors that an active trading market will develop for shares of our common stock, or that the shares will trade in the public market at or above the initial public offering price.

Stabilization

In connection with this offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids, and purchases to cover positions created by short sales.

•Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.

•Over-allotment transactions involve sales by the underwriter of securities in excess of the number of securities the underwriter is obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriter is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriter may close out any short position by exercising their over-allotment option and/or purchasing securities in the open market.

•Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of securities to close out the short position, the underwriter will consider, among other things, the price of securities available for purchase in the open market as compared with the price at which they may purchase securities through exercise of the over-allotment option. If the underwriter sells more securities than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities in the open market. A naked short position is more likely to be created if the underwriter is concerned that after pricing there could be downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.

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•Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may be affected on the New York Stock Exchange, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, underwriter, and selling group members may engage in passive market making transactions in our securities on the New York Stock Exchange in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

Potential Conflicts of Interest

The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of our Company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect to such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions, and expenses.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long, and/or short positions in such securities and instruments.

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SELLING RESTRICTIONS

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Federative Republic of Brazil

The shares of our common stock offered hereby may not be offered or sold to the public in Brazil. Accordingly, this prospectus has not been nor will it be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários) nor has it been submitted to the foregoing agency for approval. Documents relating to the offer, as well as the information contained therein, may not be supplied to the public in Brazil, as the offering of the global bonds pursuant to this prospectus supplement is not a public offering of securities in Brazil, nor used in connection with any offer for subscription or sale of the shares of our common stock to the public in Brazil.

European Economic Area

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, or a Relevant Member State, from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of the securities to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and the competent authority in that Relevant Member State has been notified, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the securities to the public in that Relevant Member State at any time,

•to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000, and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive; or

•in any other circumstances that do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive;

•provided that no such offer of shares of common stock shall result in a requirement for the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of the above provision, the expression “an offer of shares of common stock to the public” in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom, and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is

85

intended to be published in respect of the securities. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Canada

The securities may not be offered, sold, or distributed, directly or indirectly, in any province or territory of Canada other than the provinces of Ontario and Quebec or to or for the benefit of any resident of any province or territory of Canada other than the provinces of Ontario and Quebec, and only on a basis that is pursuant to an exemption from the requirement to file a prospectus in such province, and only through a dealer duly registered under the applicable securities laws of such province or in accordance with an exemption from the applicable registered dealer requirements

Australia.

This prospectus is not a product disclosure statement, prospectus, or other type of disclosure document for the purposes of Corporations Act 2001 (Commonwealth of Australia) (the “Act” and does not purport to include the information required of a product disclosure statement, prospectus, or other disclosure document under Chapter 6D.2 of the Act. No product disclosure statement, prospectus, disclosure document, offering material, or advertisement in relation to the offer of the securities has been or will be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange.

Accordingly, (1) the offer of the securities under this prospectus may only be made to persons: (i) to whom it is lawful to offer the securities without disclosure to investors under Chapter 6D.2 of the Act under one or more exemptions set out in Section 708 of the Act, and (ii) who are “wholesale clients”, as that term is defined in section 761G of the Act, (2) this prospectus may only be made available in Australia to persons as set forth in clause (1) above, and (3) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (1) above, and the offeree agrees not to sell or offer for sale any of the securities sold to the offeree within 12months after their issue except as otherwise permitted under the Act.

Hong Kong.

The securities may not be offered or sold in Hong Kong by means of this prospectus or any other document other than (i) in circumstances that do not constitute an offer or invitation to the public within the meaning of the Companies (Cap.32, Laws of Hong Kong) or the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

People’s Republic of China (the “PRC”).

This prospectus may not be circulated or distributed in the PRC, and the securities may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Singapore.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or

86

purchase, of our securities may not be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or SFA, (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where our securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

Taiwan.

The securities have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing, or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the securities in Taiwan.

The address of Network 1 Financial Securities, Inc. is The Galleria, Building2, Penthouse 2 Bridge Avenue, Red Bank, New Jersey 07701-1106.

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LEGAL MATTERS

Robinson & Cole, LLP, Stamford, Connecticut has acted as our counsel in connection with the preparation of this prospectus. [•] has acted as our special counsel in connection with the issuance of an opinion relating to the validity of the securities offered in this prospectus. [•] has acted as our special counsel in connection with legal matters as to Brazil laws. Loeb & Loeb LLP, has acted as counsel to the underwriters with respect to the laws of the United States of America and the laws of the State of New York with respect to the offering.

EXPERTS

Our audited consolidated financial statements as of December 31, 2022 and 2021 have been included in this prospectus in reliance upon the report of Russell Bedford GM Auditores Independentes S/S, an independent registered public accounting firm, appearing elsewhere herein, given upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement., The rules and regulations of the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement, or other document are summaries of all material information about the documents summarized but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.

You may read and copy the registration statement, including the related exhibits and schedules, and any document we file with the SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

Upon completion of this offering, we will become subject to the information reporting requirements of the Exchange Act, and we will file periodic reports, proxy statements and other information with the SEC. These periodic reports, and other information are available for inspection and copying at the website of the SEC referred to above. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus. A copy of the registration statement and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from that office. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We maintain a corporate website at www.brbf.com.br. Information contained in, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and regulations.

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BRB FOODS LTD.
Index to Consolidated Financial Statements

	Page
Unaudited Consolidated Financial Statements for the Nine Months Ended September 30, 2023
Balance sheets as of September 30, 2023 (unaudited) and December 31, 2022	F-2
Income statement for the nine-month periods ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	F-3
Statement of changes to shareholders’ equity for the nine-month periods ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	F-4
Comprehensive income statement for the nine-month periods ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	F-5
Statement of cash flows for the nine-month periods ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	F-6
Noted to Financial Statements (unaudited)	F-7
Audited Financial Statements for the Years Ended December 31, 2022 and 2021
Report of Independent Registered Public Accounting Firm	F-18
Balance sheets as of December 31, 2022 and 2021	F-20
Income statement years ended December 31 2022 and 2021	F-21
Statement of changes to shareholders’ equity December 31, 2022 and 2021	F-22
Comprehensive income statement years ended December 31 31, 2022 and 2021	F-23
Statement of cash flows for the years ended December 31, 2022 and 2021	F-24
Notes to Financial Statements (Restated)	F-25

F-1

BRB FOODS LTD.
Balance sheets as of SEPTEMBER 30, 2023 (unaudited)
and December 31, 2022

	September, 2023			December 31, 2022		Change
						$			%
ASSETS
Current assets:
Cash and cash equivalents	$	219,125		$	114,303	$	104,822		92	%
Accounts receivable		516,109			3,422,702		(2,906,593	)	(85	)%
Inventory		258,216			470,071		(211,855	)	(45	)%
Taxes recoverable		87,757			85,519		2,238		3	%
Deposits and advances		1,051,710			700,083		351,627		50	%
Total current assets		2,132,917			4,792,678		(2,659,761	)	(55	)%
Property and equipment, net		91,597			79,096		12,501		16	%
Intangible assets, net		983,626			165,796		817,830		503	%
Equity investments		0			0		0		100	%
Total assets	$	3,208,139		$	5,037,570	$	(1,829,431	)	(36	)%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,337,020		$	750,672	$	2,586,348		345	%
Loans		1,781,241			2,851,927		(1,070,686	)	(38	)%
Total current liabilities		4,530,475			3,602,599		927,876		26	%
Non-Current liabilities:
Accounts payable and accrued expenses		422,872
Loans		911,861			177,281		734,580		414	%
Total liabilities		6,452,995			3,779,880		2,673,115		71	%
Stockholders’ Equity:
Common stock, $0.001 par value. 30,000,000 shares authorized as of March 31, 2023 and December 31, 2022, respectively; 12,000,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		12,000			12,000		0		0	%
Additional paid-in capital		1,000,492			996,590		3,902		<1	%
Accumulated deficit		(4,257,348	)		249,100		(4,506,448	)	(1,809	)%
Total stockholders’ equity		(3,244,856	)		1,257,690		(4,502,546	)	(358	)%
Total stockholders’ equity		(3,244,856	)		1,257,690		(4,502,546	)	(358	)%
Total liabilities and stockholders’ equity	$	3,208,139		$	5,037,570	$	(1,829,431	)	(36	)%

F-2

BRB FOODS LTD.
Income statement
for the NINE month periods ended SEPTEMBER 30, 2023 (unaudited)
and SEPTEMBER 30, 2022 (unaudited)

	Three Months Ended September 30,						Change				NineMonths Ended September 30,					Change
	2023			2022			$		%		2023			2022		$		%
Revenue (net)	$	981,727		$	2,688,373		(1,706,646	)	(63	)%	$	9,518,470		$	9,489,782	28,688		<1	%
Cost of revenue
Cost of goods sold		1,808,956			2,205,384		(396,428	)	(18	)%		9,923,256			7,603,247	2,320,009		31	%
Freight		76,157			(15,173)		91,330		(602	)%		833,492			496,173	337,319		68	%
Total cost of revenue		1,885,113			2,190,211		(305,098)		(14	)%		10,756,749			8,099,421	2,657,328		33	%
Gross profit (loss)		(903,386	)		498,162		(1,401,548	)	(281	)%		(1,238,279	)		1,390,261	(2,628,640	)	(189	)%
Operating expenses
Selling, general and administrative		413,952			248,241		165,711		67	%		2,201,563			84,223	1,397,340		174	%
Royalties		21,748			0		21,748		—	%		450,357			0	450,357		0	%
Total operating expenses		435,700			248,241		187,459		76	%		2,651,920			804,223	1,847,697		230	%
Income (loss) from operations		(1,339,086	)		249,922		(1,589,008	)	(636	)%		(3,890,199	)		586,138	(4,476,338	)	(764	)%
Interest expenses		274,952			116,534		158,418		136	%		790,847			414,319	376,528		91	%
Other financial expenses (revenue)		(23,280	)		11,286		(11,994	)	(106	)%		(20,487	)		32,254	(11,767)		(36	)%
Income (loss) before income tax		(1,637,318	)		122,102		(1,759,420	)	1,441	%		(4,701,533	)		139,565	(4,841,099	)	3,469	%
Provision for income taxes		1,557			(3,364	)	(4,921	)	(146	)%		1,557			0	(1,557	)	(—	)%
Net income (loss)	$	(1,638,875	)	$	125,466		(1,764,341	)	1,406	%	$	(4,703,090	)	$	139,565	(4,842,656	)	3,470	%
Net income (loss) per share	$	(0.14	)	$	0.01						$	(0.39	)	$	0.001

F-3

BRB FOODS LTD.
Statement of changes to shareholders’ equity
for the NINE month periods ended SEPTEMBER 30, 2023 (unaudited)
and SEPTEMBER 30, 2022 (unaudited)

	Common Stock	Additional Paid-in Capital	Retained Earnings		Treasury Common Stock	Total Stockholders’ Equity
2/26/2020 Capital	31,786					31,786
12/31/2020 Retained Earnings			12,108			12,108
12/31/2020 BALANCE	31,786	0	12,108		0	43,894
2/2/2021 Capital	5,568					5,568
8/31/2021 Capital	4,861					4,861
12/31/2021 Retained Earnings			(166,845	)		(166,845	)
12/31/2021 Adjustment			(6,590	)		(6,590	)
12/31/2021 BALANCE	42,215	0	(161,327	)	0	(119,112	)
4/11/2022 Capital	522,858					522,858
6/30/2022 Capital	3,589					3,589
12/22/2022 Capital	439,928					439,928
12/31/2022 Retained Earnings			405,191			405,191
12/31/2022 CTA			5,236			5,236
12/31/2022 BALANCE	1,008,590	0	249,100		0	1,257,690
1/2/2023 Capital	3,902					3,902
1/2/2023 Adjustment			(5,236	)		(5,236	)
3/31/2023 Retained Earnings			(710,860	)		(710,860	)
3/31/2023 CTA			(184,606	)		(184,606	)
3/31/2023 BALANCE	1,012,492	0	(651,602	)	0	360,890
6/30/2023 Retained Earnings			(2,353,356	)		(2,353,356	)
6/30/2023 CTA			171,317			171,317
6/30/2023 BALANCE	1,012,492	0	(2,833,641	)	0	(1,821,148	)
9/30/2023 Retained Earnings			(1,638,875	)		(1,638,875	)
9/30/2023 CTA			215,167			215,167
9/30/2023 BALANCE	1,012,492	0	(4,257,348	)	0	(3,244,856	)

F-4

BRB FOODS LTD.
Comprehensive income statement
for the NINE month periods ended SEPTEMBER 30, 2023 (unaudited)
and SEPTEMBER 30, 2022 (unaudited)

Statement of Comprehensive Income

	NineMonths Ended September 30
	2023		2022
Sales	9,518,470		9,489,782
(-) Cost of goods Sold	(10,756,749	)	(9,099,421	)
(=) Gross Profit	(1,238,279	)	1,390,361
(-) Operating expenses	(3,463,254	)	(1,250,796	)
Salaries	(205,321	)	(63,183	)
Interest Expenses	(790,847	)	(414,319	)
Other Operating Expenses	(2,467,086	)	(773,294	)
(=) Income from continuing operations before income taxes	(4,701,533	)	139,565
(-) Income Taxes	(1,557	)
/	(4,703,090	)	139,565
(=) Comprehensive Income	(4,703,090	)	139,565

F-5

BRB FOODS LTD.
Statement of cash flows
for the THREE AND NINE months ended SEPTEMBER 30, 2023 (unaudited)
and SEPTEMBER 30, 2022 (unaudited)

	Three Months Ended September 30						NineMonths Ended September 30
	2023			2022			2023			2022
Cash flows from operating activities of continuing operations:
Net profit (loss)	$	(1,638,875	)	$	125,465		$	(4,703,090	)	$	139,565
Depreciation and amortization		72,695			(2,656	)		301,772			18,534
Changes in operating assets and liabilities:
Accounts receivable		266,438			(35,755	)		2,906,593			(3,3359,514	)
Taxes recoverable		4,862			(18,352	)		358,451			(53,457	)
Inventory		727,158			(390,306	)		211,855			(325,312	)
Other credits		(302,811	)		(78,564	)		(712,316	)		(206,083	)
Accounts payable and accrued expenses		1,192,590			604,669			2,406,129			918,974
Deferred consideration from royalties sold
Other noncurrent liabilities		(433,771	)					180,219
Net cash provided (used) by operating activities		(111,715	)		204,501			949,613			(2,867,293	)
Cash flows from investing activities:
Acquisition of permanent assets		513,712			8,286			(12,501	)		(6,116	)
Increase in intangible assets		(560,355	)		134			(1,119,601	)		(77,720	)
Capital Increase											0
Net cash used in investing activities		(46,642	)		8,420			(1,132,102	)		439,022
Cash flows from financing activities:
Loan		(240,527	)		(222,305	)		86,767			2,381,265
Lease
Net cash provided by financing activities		(240,527	)		(222,305)			86,767			2,381,265
Effect of exchange rates on cash and cash equivalents		215,283			(16,280	)		200,544			6,052
Net increase (decrease) in cash and cash equivalents		(183,601	)		(25,664)			104,822			(40,955	)
Cash and cash equivalents at beginning of period		402,726			39,713			114,303			55,005
Cash and cash equivalents at end of period	$	219,125		$	14,050		$	219,125		$	14,050

F-6

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS

Organization and Description of Business

BRB FOODS Inc. is a corporation with its headquarters office in State of Wyoming is to be located at 36 Shadow Brook Lane Lander, WY 82520 of kent, and currently owns 100% of issued shares of Thamuz LLC, a company with its headquarters office in State of Delaware is to be located at 8 The Green, Ste R, in the City of Dover County of Kent, which, in turn, owns 100% of issued shares of the companies BR Brands S.A and Boni Logistica Ltda, both headquartered at Rua Dr. Eduardo de Souza Aranha, n° 387 — Conjunto 151B, in the capital of the State of São Paulo in Brazil, having a legal personality under private law, where its duration is indeterminate, and its performance is established throughout the national territory. BR Brands S.A and Boni Logistica Ltda started their activities in 2020, through brands with strong recognition through brands with strong recognition and leadership in the markets where it operates.

BR Brands S.A and Boni Logistica Ltda were incorporated in Brazil by members of the Bonifácio family in 2020 who subsequently in 2022 conferred their equity in these entities to Thamuz LLC in November, 2022, date in which Thamuz LLC became the sole shareholder of BR Brands S.A and Boni Logistica Ltda. BRB Foods Ltd. in its turn was incorporated on October 13, 2022, and afterwards the then shareholders of Thamuz’s LLC (i.e., the members of the Bonifácio family who founded BR Brands S.A and Boni Logistica Ltda), conferred the issued and outstanding shares of Thamuz LLC into the capital of the Company. As a result of this corporate restructuring: (i) Mr. Paulo R. Bonifacio contributed to the Capital of the Company, according to their services and vesting agreement. Mr. Paulo R. Bonifacio is (and shall be after the offer) owner of record and beneficial owner of the majority of the shares of the Company and therefore is a controlling shareholder; (ii) the Company will directly own 100% of Thamuz LLC’s shares; and (iii) Thamuz LLC will directly own 100% of BR Brands S.A and the Boni Logistica Ltda.’s respective shares.

We are an operating company incorporated under US law and conduct business through our operating subsidiaries. The structure of the group follows:

Company	Activities	Country	Units	Participation	Percentage
BRB Foods Inc.	Holding	United State of America	1	—	100%
Thamuz LLC	Holding	United State of America	1	Direct	100%
BR Brands S.A. (formerly BR Brands Ltda)	Industrialization and sale of grains (mainly rice and beans), pasta, flour, among other products	Brazil	4	Indirect	100%
Boni Logística Ltda.	Distribution centers, transports and logistics solutions.	Brazil	1	Indirect	100%

BRB Foods Ltd. incorporated on October 13, 2022, headquartered in Dover, Delaware in the United States of America, is a holding company whose subsidiaries are BR Brands S.A. (formerly BR Brands Ltda) founded on December 1, 2020 and Boni Logística Ltda. founded on February 26, 2020, both located in São Paulo in Brazil. In October 31, 2023, The company changes to BRB Food Inc, and changes its address to Wyoming. BRB FOODS Inc. is a corporation with its headquarters office in State of Wyoming is to be located at 36 Shadow Brook Lane Lander, WY 82520 of kent,

The consolidated financial statements are intended to provide information for comparative purposes and result from the aggregation of the individual financial statements of its subsidiaries

We operate in the food segment, supplying high quality products to retailers and wholesalers, operating in the South, Southeast and Midwest regions.

We entered into licensing agreements with Unilever — one of the largest suppliers of food and personal care products in the world, for the licensing of the brands Knorr, Arisco, Maizena and Mae terra.

F-7

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS (cont.)

Through our operational subsidiaries based in São Paulo, Brazil, we aim to be present in all meals of Brazilian families, by introducing healthy and quality food. We currently provide our products in seventeen (17) Brazilian states through fourteen (14) integrated distribution centers (IDCs). Aligned with Brazilians’ eating habits and with the search for natural foods for a healthy life, we offer products based on grains, cereals, milk protein, vegetable protein, vegetables, and fruits. Our products are cultivated, selected, and prepared within the highest operational standards. The company invested last nine months, increasing our expenses, to prepared Back office team, our sales teams and operational staff for start to sell new 82 products for all Brazilian territory, and 14 new integrated distribution centers, who will start in the last quarter of 2023, according with details on NOTE 4 — STOCKHOLDERS’ EQUITY and NOTE 6 — SALLES, GENERAL & ADMINISTRATIVE EXPENSES

We are licensed to launch, produce, sell, and distribute certain food products under four (4) well-known brands in Brazil. Additionally, due to our management’s logistics experience, our distribution capabilities continue to be further improved. We consider our distribution capabilities a key aspect of our business as it allows us to provide improved delivery services to our customers while increasing efficiency and sustainability.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The main accounting policies adopted by the Companies in these financial statements are described below. These policies have been consistently applied in the years and quarters presented, unless otherwise indicated.

Statement of compliance

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

The issuance of these financial statements was authorized by Management on November 7, 2023.

All information relevant to the financial statements, and only such information, is evidenced herein and corresponds to the information used by Management in its activities.

Measurement basis

The financial statements were prepared based on historical cost basis, except for derivative and non-derivative financial instruments measured by the fair value through profit or loss.

Function Currency

In line with our review of the operations and business of companies in Brazil, mainly related to the elements to determine its functional currency, the Management concluded that BRL is its functional currency. This conclusion is based on the review of the following indicators:

•Currency that most influences prices of goods and services in Brazil;

•Currency of the country, which competitive powers and regulations most influence the determination of the selling price of its products and services;

•Currency that most influences material and other costs to supply products or services;

•Currency through which the proceeds of financial activities are substantially obtained; and

•Currency in which amounts received from operating activities are normally accumulated.

F-8

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The amounts in US Dollar (USD) presented in the financial statements of the Companies are measured translate from BRL (as the functional currency which is the currency that best reflects the economic environment in which the Company is included and the way it is managed).

Transactions in foreign currency

Transactions in foreign currency are converted to the relevant functional currency of the company at the exchange rates on the dates of the transactions.

Monetary assets and liabilities denominated and calculated in foreign currencies on the reporting date of the statement of financial position are reconverted to the functional currency at the exchange rate determined on that date. Non-monetary assets and liabilities which are measured at fair value in foreign currency are reconverted to the functional currency at the exchange rate on the calculation date of the fair value. Differences of foreign currencies resulting from reconversion are generally recognized in the statement of profit or loss. Non- monetary items that are measured on a historical cost basis in foreign currency are not converted.

Financial statements presentation currency

In compliance with the provisions of the Brazilian Law, the financial statements are being presented in Reais, by converting the US dollars into Reais, through the following criteria:

•Assets and liabilities by the exchange rate of the quarter;

•Statement of profit or loss, of comprehensive and of cash flows by monthly average rates; and

•Equity, at the historical amount of composition.

•Exchange rate variations from the conversion of the abovementioned accounts are recognized in a specific account of equity under the name “Equity valuation adjustments”.

The statements of financial position as of March 31, 2023, and December 31, 2022, and the statements of profit or loss for the fiscal years ended on such dates in functional currency (Reais) translated to presentation currency (US dollars)

Use of Estimates

In preparing the financial statements in accordance with accounting policies adopted in Brazil, Management is required to make estimates and assumptions that could affect the values of the assets and liabilities presented on the reporting dates, as well as the amounts of revenues, costs and expenses of the fiscal years presented. Although these estimates are based on the best knowledge available to Management regarding present and future events, actual results may differ from those estimates.

Estimates and assumptions are reviewed on an ongoing basis. The estimates reviews are recognized on a prospective basis.

Information about uncertainties on premises and estimates with a significant risk of resulting in material adjustment as of December 31, 2022, is included in the following notes:

Note — Impairment losses on trade receivables.

Note — Provision for adjustment to inventories realization value.

Note — Provisions for legal proceedings and provision for credits and incentives to be granted.

F-9

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Main Accounting Practices

Classifications of current and non-current items

In the balance sheet, assets and obligations falling due or expected to be realized within the next year are classified as current items and those maturing or expected to be realized later are classified as non-current items.

Offsets between accounts

As a general rule, in financial statements, neither assets and liabilities, or revenues and expenses are offset against each other, except when offsetting is required or permitted by a Brazilian accounting pronouncement or standard and this offsetting reflects the substance of the transaction.

Functional currency and presentation currency

In line with our review of the operations and business of companies in Brazil, mainly related to the elements to determine its functional currency, the Management concluded that BRL is its functional currency. This conclusion is based on the review of the following indicators:

•Currency that most influences prices of goods and services in Brazil;

•Currency of the country, which competitive powers and regulations most influence the determination of the selling price of its products and services;

•Currency that most influences material and other costs to supply products or services;

•Currency through which the proceeds of financial activities are substantially obtained; and

•Currency in which amounts received from operating activities are normally accumulated.

The amounts in US Dollar (USD) presented in the financial statements of the Companies are measured translate from BRL (as the functional currency which is the currency that best reflects the economic environment in which the Company is included and the way it is managed).

NOTE 3 — COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Cash and Cash Equivalents

Financial investments are substantially represented by fixed income investment funds with remuneration close to the Interbank Deposit Certificate (CDI) and can be redeemed at any time without prejudice to the appropriate remuneration.

	September 30, 2023	December 31, 2022	Change
			$	%
Banks transaction account	219,125	114,303	104,822	92	%
	219,125	114,303	104,822	92	%

Account Receivable

The amounts above contemplates the sale and delivery of beans to customers at the end of each period, the settlement of which usually occurs within the contractual terms established by each customer, or full settlement. Part of the receivables comprises guarantees for credit operations with FIDCs.

F-10

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (cont.)

The sales policies for customers are subordinated to the credit policies established by its management and are aimed at minimizing any problems resulting from default by its customers. The amounts that make up the balance of accounts receivable do not have amounts considered significant overdue, most of which are composed of bills with expected maturity in a period of one to three months.

The expected credit loss was constituted by Management based on default in the realization of credits. For the estimate of loss, we are considering as a criterion the percentage of 50% of balances overdue for more than 180 days on the balance sheet closing date.

	September 30, 2023		December 31, 2022		Change
					$		%
Due Accounts Receivable	310,491		3,422,702		(3,112,221	)	(91	)%
Late Accounts Receivable	263,856		58,305		205,551		353	%
PCLD	(58,238	)	(58,305	)	0		0	%
	516,109		3,422,702		(2,906,593	)	(85	)%

Inventories

Our inventory includes Raw Materia, packaging and finish Good available for sale, and consisted of the following:

	September 30, 2023	December 31, 2022	Change
			$		%
Inventories(1)	185,677	395,829	210,152		(53	)%
Inventories in possession of third parties	0	0	0		0	%
Packaging in possession of third parties	72,539	74,242	(297	)	(<1	)%
	258,216	470,071	(211,855	)	(45	)%

We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the nine months ended September 30, 2023, we do not have recorded write-downs.

Other Credits

Our other credits consisted of the following:

	September 30, 2023	December 31, 2022	Change
			$	%
Credits to partners	51,199	49,909	1,290	3	%
Advance to suppliers(1)	723,756	642,697	81,059	13	%
Recoverable taxes	87,757	85,519	2,238	3	%
Other credits	26,755	7,477	19,278	258	%
	889,467	785,602	103,865	13	%

____________

(1)Advance to suppliers primarily reflects receipts of goods and services for which we had not yet been invoiced. As we are invoiced for these goods and services, this balance will reduce and accounts payable will increase.

(2)Recoverable Taxes includes value added tax (ICMS), income tax & social contribution and sales tax (PIS and COFINS).

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditures that are directly attributable to the purchase of the items and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. Assets are depreciated to their residual values.

F-11

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (cont.)

	September 30, 2023	December 31, 2022	Change
			$		%
Furniture & Fixtures (net)	7,089	9,088	(1,999	)	(22	)%
Computers and Peripherals (net)	9,089	11,859	(2,770	)	(23	)%
Vehicles (net)	38,944	53,936	(14,992	)	(28	)%
Improvements in third party properties	36,474	4,213	32,261		767	%
	91,596	79,096	12,501		16	%

Intangible Assets

Intangible assets comprise rights that have as object intangible assets intended for the maintenance of the entity or exercised for this purpose.

	September 30, 2023	December 31, 2022	Change
			$	%
SAP	44,367	26,083	18,284	66	%
New products	41,491	7,309	34,182	468	%
TMI	444,811	132,404	312,407	236	%
Lease	452,957	—	452,957	—	%
	983,626	165,796	817,830	493	%

Intangible assets are acquired, measured and presented at acquisition or formation cost less accumulated amortization. The useful life of the intangible asset is evaluated as defined according to annual amortization rates that take into account the evaluation made by Management of the technical, technological and commercial aspects:

Project	Categories	Useful life
SAP B1(*)	Software	Up to 5 years
Grocery(**)	Commercial	Up to 5 years
Operational(**)	Commercial	Up to 5 years
Mercury(***)	Preoperational	Up to 5 years

____________

(*)We are implementing the SAP Business One (ERP) platform, a financial planning and control system with enterprise resources that will help us record all transactional data used in our Brazilian operations. Expenditure on software maintenance is recognized as an expense as incurred.

(**)Right to supply products to a specific customer and the customer’s commitment to purchase our products with certain commercial conditions.

(***)  Pre-operational expenses for opening companies, with consultants and lawyers.

Amortization

Intangible assets with defined useful lives are amortized on the straight-line basis over their estimated useful lives. Licenses and supply and distribution rights are amortized over the period in which the rights exist, which generally vary from 5 years based on the term of the contracts.

Amortization of intangible assets with finite lives is recognized in the statement of income in the expense category consistent with the use of the intangible asset.

F-12

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (cont.)

Accounts Payable

These are obligations related to the purchase of raw materials, inputs and contracting of service providers for short-term payments.

	Current		Non-Current		Total
	September 30, 2023	December 31, 2022	September 30, 2023	December 31, 2022	September 30, 2023	December 31, 2022
Domestic supplier	2,707,341	694,031		—	2,707,341	694,031
Lease	180,219	—	408,146	—	588,365
Labor Obligations	93,890	24,425		—	93,890	24,425
Taxes	105,570	32,216	14,726	—	120,297	32,216
TOTAL	3,087,020	750,672	442,872	—	3,509,893	750,672

Loans

The Company advance receivables with Credit Rights Investment Funds — FIDC, the balances of receivables are transferred to the Funds with a corresponding entry being recognized under the heading “Loans and financing” in current liabilities according to the maturity age, the interest and other transaction financial costs are recognized as expenses at the time of the transaction. Due to the position of Assignor of credit rights, we are jointly and severally liable with the debtors (clients) for the punctuality and total settlement of all credit rights assigned to the FIDC, for the payment of principal, interest, fines, and other charges related to each operation in case of default.

Accounts receivables are written off upon receipt in full from its customers and/or upon assignment of these securities to the FIDC, in which the FIDC acquires directly from the Company the rights represented by trade notes arising from its commercial sales to its customers.

	Current		Non-Current		Total
	September 30, 2023	December 31, 2022	September 30, 2023	December 31, 2022	September 30, 2023	December 31, 2022
Advance Receivables	240,502	2,554,451	—	—	556,533	2,554,451
Bank Credit Note	1,533,905	197,976	715,774	—	1,959,164	197,976
Loan Agreement – Partner	1,376	99,500	176,426	158,115	183,199	257,615
Loan Agreement – Third Parties	—	—	19,661	19,166	20,750	19,166
TOTAL	1,775,783	2,851,927	911,861	177,281	2,687,644	3,029,208

NOTE 4 — STOCKHOLDERS’ EQUITY

Authorized Stock and Amendments

	September 30, 2023		December 31, 2022		Change
					$		%
Common stock, $0.001 par value. 30,000,000 shares authorized as of March 31, 2023 and December 31, 2022, respectively; 12,000,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	12,000		12,000		—		—
Additional Pai-in-capital	1,000,492		996,590		3,902		<1	%
Net Income of the year	(4,703,090	)	405,191		(5,108,281	)	(1,261	)%
Accumulated (Losses)	243,864		(161,343	)	(405,207	)	251	%
Equity valuations adjustments (CTA)	201,878		5,252		196,626		3,744	%
	(3,244,856	)	1,257,690		(4,502,546	)	(358	)%

F-13

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — REVENUE RECOGNITION

Revenue recognition is a General Accepted Accounting Principle (GAAP) that identifies the specific conditions under which revenue can be recognized by the Company and determines how to account for it. Typically, revenue is recognized when a critical event occurs, when a product or service is delivered to a customer and the cash value is easily measurable for the company.

Revenue accounting is pretty straight-forward when a product is sold and revenue is recognized when the ownership or possession of products is transferred to the customer, but typically when a company takes a long time to produce a product or is financed by the customer, the recognition of revenue may be subject to exceptions.

Revenue recognition principles within a company must also remain constant over time, so historical financials can be reviewed and revised for seasonal trends or inconsistencies.

The revenue recognition principle is also regulated by ASC 606 in US GAAP terms. The revenue recognition principle requires that revenues be recognized in the income statement in the period in which they are transferred/realized and earned — not necessarily when cash is received.

The revenue-generating activity must be fully or essentially completed to be included in revenue during the respective accounting period. In addition, there must be a reasonable level of certainty that payment for the revenue earned will be received. Finally, according to the standard principle, revenue and its associated costs must be reported in the same accounting period.

Accounting Standards Codification (ASC) 606: On May 28, 2014, the Financial Accounting Standards Board (FASB) [the International Accounting Standards Board (IASB) issued IFRS 15] issued Accounting Standards Codification (ASC) 606, referring to revenue from contracts with customers. ASC 606 provides a uniform framework for recognizing revenue from contracts with customers. The old guidance was industry-specific, which created a fragmented policy system. The updated revenue recognition standard is industry-neutral and therefore more transparent. It allows for better comparability of financial statements with standard revenue recognition practices across industries.

There are five steps required to satisfy the updated revenue recognition (in US GAAP and IFRS as well) principle, all of which are followed by the Company:

•Identify the agreement with the customer;

•Identify contractual enforcement obligations;

•Determine the consideration amount/price of the transaction;

•Allocate the determined amount of consideration/price to the contractual obligations and;

•Recognize revenue when the performing party satisfies the performance obligation.

In addition, there must be a reasonable level of certainty that payment for the revenue earned will be received. Finally, according to the standard principle, revenue and its associated costs must be reported in the same accounting period.

Revenue from the sale of products is recognized when the control, significant risks and benefits of ownership of the goods are transferred to the buyer, to the extent that it is probable that economic benefits will be generated for BR Brand and when it can be reliably measured. Revenue is measured based on the fair value of the consideration received, excluding discounts, rebates and sales taxes or charges. Revenue from the sale of products is recognized when the tax document is issued, a moment very close to the delivery of the products and respective transfer of ownership (sales contract). Revenue is not recognized if there is significant uncertainty as to its realization.

F-14

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — REVENUE RECOGNITION (cont.)

In logistics terms, revenue recognition also involves controls aimed at ensuring the integrity of transaction records, conditioned to the appropriate moment in which services are provided and recognized by the customer. Considering the volume of transactions involved, portfolio of transport services, logistics and storage management, geographic location of logistics and customer service, revenue recognition involves a high dependence on the proper functioning of the internal controls determined by the Company.

	September 30, 2023	September 30, 2022	Change
			$	%
Product Revenue (net)	9,518,470	9,489,792	28,688	<1	%
	9,518,470	9,489,792	28,688	<1	%

NOTE 6 — SG&A

Operating Expenses

The balance of operating expenses corresponds to the total amount, consisting of the sum of the balances, as detailed.

	September 30, 2023	September 30, 2022	Change
			$	%
Cost of products sold	9,923,256	7,603,247	2,320,009	31	%
Freights	883,492	496,173	337,319	68	%
General and administrative expenses	2,651,920	804,223	1,847,697	230	%
	13,408,669	8,903,644	4,505,025	51	%

Financial Income

The balance of the financial income corresponds to the total amount, consisting of the sum of the balances, according to detail. The financial expenses composed of discounts granted, bank expenditure, billing expenses, IOF, monetary variation, fines and interest on loans. Financial revenues comprise the amounts related to income on interest received and discounts obtained.

	September 30, 2023	June 30, 2022	Change
			$		%
Financial Revenue
Interest	24,969	75	24,894		33,000	%
Financial Discounts Obtained	1,339	12,851	(11,512	)	(90	)%
	26,308	12,926	13,382		104	%
Financial Expenses
IOF	3,733	114	3,619		3,175	%
Discounts Granted	0	38,340	(38,340	)	—	%
Banking Expenses	13,485	1,497	11,988		801	%
Interest	815,816	414,394	401,422		97	%
Others	4,608	5,154	(546	)	(11	)%
	837,642	459,499	378,151		82	%

F-15

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — FISCAL ASPECT

In Brazil, taxation on profit comprises income tax and social contribution, as described below:

•Income Tax (IRPJ) — in the form of taxation on taxable income, is computed on taxable income at the rate of 15%, plus an additional 10% for profits that exceed R$240,000 in a 12-month period.

•Social Contribution (CSLL) — applied at the rate of 9% on taxable income, recognized on an accrual basis.

•Taxable Income — are the additions to accounting income of temporarily non-deductible expenses or exclusions of temporarily non-taxable income, considered for the calculation of current taxable income, which generate deferred tax credits or debits.

In addition, the sale of basic basket products (e.g. “Beans”) has a state tax incentive as an investment subsidy, such as reductions in the ICMS(*), IRPJ and CSLL calculation bases, rate reduction, exemption, deferral related to the benefit of the ICMS presumed credit.

The tax rates and tax laws used to calculate the amount are those in effect at the balance sheet date.

Government subsidies and assistance — are recorded as income in income during the period necessary to match the expense that the government subsidy or assistance is intended to offset and, subsequently, are allocated to a capital reserve in shareholders’ equity.

____________

(*)State value-added tax on services and circulation of goods.

Taxes on sales

Revenues, expenses and assets are recognized net of sales tax, except:

•When sales taxes incurred on the purchase of goods or services are not recoverable from the tax authorities, in which case the sales tax is recognized as part of the acquisition cost of the asset or expense item, as the case may be;

•When receivables and payables are presented together with the sales tax amount; It is

•The net amount of sales tax, recoverable or payable, is included as a component of amounts receivable or payable in the balance sheet. Revenues from sales in Brazil are subject to the following taxes and contributions, at the following basic rates:

	Rates
ICMS – Tax on Circulation of Goods and Services	0.00% to 20.00%
COFINS – Social Security Contribution	0.00% to 7.60%
PIS – Social Integration Program	0.00% to 1.65%
IPI – Tax on Industrialized Products	0.00% to 5.00%
ISSQN – Tax on Services of Any Nature	2.00% to 5.00%

Credits arising from non-cumulative PIS/COFINS are shown deducted from cost of goods sold or general and administrative expenses, in the statement of income, depending on the source of the expenditure. Amounts subject to offsetting are stated in current or non-current assets, according to their expected realization. In the income statement, revenues are presented net of these taxes.

The Company is framed as opting for the real profit subject to the incidence of legal income tax (IRPJ) and the social contribution on net income (CSLL) on the result determined in each year.

However, it contributes to the income tax on fixed or variable income financial investments, upon retention by the institutions in which financial investments are carried out.

F-16

BRB FOODS LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — FISCAL ASPECT (cont.)

Accumulated fiscal credits

As of December 31, 2022, the balance of tax losses on net income was approximately BRL 2,790,417 (BRL 1,729,045 as of December 31, 2021), which represents a stock of income tax credit and social contribution for the coming years.

Grants for State Investments

Grants for state investments transit through income in compliance with CPC 07 (R1)–Government Grants and Assistance.

Presumed credit equivalent to investment grant

The Company, based on Complementary Law No. 160, of August 7, 2017, now treats as investment grants the tax benefits granted in the form of presumed/granted credit provided for in the ICMS Regulation of the states of Paraná and São Paulo granted in operations with food products carried out by industrial and commercial units. Until December 31, 2022, the Company was entitled to BRL 5,433,511, (BRL 978,075.28 on December 31, 2021) as presumed credit.

NOTE 8 — RELATED PARTY TRANSACTIONS

During the fiscal year, we entered into related party transactions with some of our shareholders or other related parties. These operations arise from the provision of logistics services, as well as from financial transactions entered into under market conditions, in accordance with our interests, customary market practices at the time of their execution and do not have relevant amounts individually or in aggregate.

From time to time, we enter into transactions with related parties, including entities involving certain members of our board of directors or senior management. The definition of a related party is based on applicable accounting standards and our internal policy, which may be more restrictive in relation to applicable laws and regulations under certain circumstances.

In addition, we have not entered into any related party transaction that is or was unusual in nature or conditions during the current or last prior financial year, nor has such transaction been proposed that is or would be material to our business. Our policy on related party transactions prohibits us from extending loans or guarantees to members of our board of directors, our management, or key management or any members of their close family members.

Br Foods Ltd., in the quarter ended September 30, 2023, considering that these are operations between companies under common control in accordance with ABP18, FIN 35, I82, carried out transactions with BR BRANDS S.A. (“BRB”) in the total amount of US$661,030. relating to the pre-operating expenses.

NOTE 9 — SUBSEQUENT EVENTS

The managers declare the inexistence of events that occurred after the end of the quarter that may have a material effect on the company’s equity or financial situation or that may cause effects on its future results.

F-17

INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS

To the Directors and Shareholders of
BRB FOODS LTD
Delaware — US

Opinion on the Consolidated Financial Statements

We have audited the consolidated financial statements of BRB FOODS LTD and its subsidiaries, which comprise the statement of financial position as of December 31, 2022, and the respective statements of profit or loss, comprehensive income, changes in equity cash flows for the year then ended, and notes, including significant accounting policies and other explanatory information.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of BRB FOODS LTD as of December 31, 2022, and the results of its operations and its cash flow for the year in the period ended December 31, 2022, in conformity generally accepted accounting practices in the United States of America “U.S. GAAP”.

Basis for Opinion

These consolidated financial statements of BRB FOODS LTD and its subsidiaries are the responsibility of the Company`s management. Our responsibility is to express an opinion on the consolidated financial statements of BRB FOODS LTD and its subsidiaries based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent of the Company under the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits following the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements consolidated financial statements of BRB FOODS LTD and its subsidiaries are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements consolidated financial statements of BRB FOODS LTD and its subsidiaries, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements consolidated financial statements of BRB FOODS LTD and its subsidiaries. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements consolidated financial statements of BRB FOODS LTD and its subsidiaries. We believe that our audits provide a reasonable basis for our opinion.

Emphasis

Corporate Constitution

We draw attention to Explanatory Note No.1, BRB FOODS LTD (“BRB” or the “Company”), incorporated on October 13, 2022, headquartered in Dover, Delaware in the United States of America, is a holding company whose subsidiaries are BR BRANDS S.A. incorporated on December 1, 2020, and Boni Logística Ltda. incorporated on February 26, 2020, both located in São Paulo in Brazil. On November 8, 2022, both companies became subsidiaries of Thamuz LLC, a Delaware limited liability company organized in Delaware on June3, 2022, with Thamuz LLC becoming the direct subsidiary of the Company and this was later incorporated by BRB FOODS LTD. on November 9, 2022. Therefore, 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. Our opinion is unchanged on this subject.

F-18

São Paulo, June 6, 2023.

RUSSELL BEDFORD GM
AUDITORES INDEPENDENTES S/S
2 CRC RS 5.460/O-0 “T” SP

ROGER MACIEL DE
OLIVEIRA: 90238435091 Assinado de forma digital
por ROGER MACIEL DE
OLIVEIRA: 90238435091
Dados: 2023.08.14
11:01:04-03’00’

Roger Maciel de Oliveira
Accountant 1 CRC RS 71.505/O-3 “T” SP
Technical Responsible Partner

F-19

BALANCE SHEETS AS OF DECEMBER 31
(Amounts expressed in US Dollars — USD)

		Company
	Notes	2022		2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	5	18,475		55,005
Marketable securities	6	95,828		—
Accounts receivable	7	3,422,702		142,381
Inventory	8	470,071		124,536
Other credits	9	785,602		284,752
Total Current Assets		4,792,678		606,674
NON-CURRENT ASSETS
Fixed assets	10	79,096		85,951
Intangible assets	11	165,796		—
Total Non-Current Assets		244,892		85,951
TOTAL ASSETS		5,037,570		692,625
LIABILITIES ANDSHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Suppliers	12	680,015		88,014
Loans	13	2,851,927		3,260
Tax liabilities	14	32,216		29,231
Labor and social security liabilities	15	24,425		4,556
Other liabilities	—	14,016		5,235
Total Current Liabilities		3,602,599		130,296
NON-CURRENT LIABILITIES
Loans and financing	13	—		—
Loans with partners	13	177,281		681,447
Total Non-Current Liabilities		177,281		681,447
SHAREHOLDERS’ EQUITY
Capital stock		1,008,590		46,101
Net Income for the year		405,191		(173,435	)
Accumulated (Losses)		(161,343	)	12,092
Equity Valuations Adjustments		5,252		(3,876	)
Total Shareholders’ Equity	16	1,257,690		(119,118	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		5,037,570		692,625

Management’s explanatory notes form an integral part of the financial statements.

F-20

INCOME STATEMENT
YEARS ENDED DECEMBER 31
(Amounts expressed in US Dollars — USD)

		Company
		2022		2021
NET REVENUE	17	14,630,002		3,358,886
COST OF SERVICES PROVIDED	18	(11,982,695	)	(2,822,775	)
GROSS PROFIT		2,647,307		536,111
OPERATING INCOME (EXPENSES)
General and Administrative Expenses	18	(1,046,743	)	(565,102	)
Expenses with sales	18	(419,213	)	(87,093	)
OPERATING INCOME BEFORE FINANCIAL INCOME		1,181,351		(116,084	)
FINANCIAL INCOME	19
Financial revenue		15,406		22,257
Financial expenses		(788,358	)	(79,609	)
NET INCOME (LOSS) BEFORE INCOME TAX		408,399		(173,436	)
Income Tax	—	(3,208	)	—
NET INCOME (LOSS) FOR THE YEAR		405,191		(173,436	)
Net Income (Loss) Per Share		0.03		(0.01	)

Management’s explanatory notes form an integral part of the financial statements.

F-21

STATEMENT OF CHANGES TO SHAREHOLDERS’ EQUITY
(Amounts expressed in US Dollars — USD)

	Capital stock	Accumulated profit		Total shareholders’ equity	Equity Valuations Adjustments	Consolidated
Balance on 12/31/2021	—	—		—	—	—
Capital increase	1,008,590	—		—	—	1,008,590
Accumulated (losses)	—	(161,343	)	—	—	(161,343	)
Net Income for the year		405,191		—	—	405,191
Equity Valuations Adjustments	—				5,252	5,252
Balance on 12/31/2022	1,008,590	243,848		—	5,252	1,257,690

Management’s explanatory notes form an integral part of the financial statements.

F-22

COMPREHENSIVE INCOME STATEMENT
YEARS ENDED DECEMBER 31
(Amounts expressed in US Dollars — USD)

	2022	2021
NET INCOME (LOSS) FOR THE YEAR	405,191	—
Other comprehensive	—	—
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	405,191	—

Management’s explanatory notes form an integral part of the financial statements.

F-23

STATEMENT OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31
(Amounts expressed in US Dollars — USD)

	2022		2021
Operational activities
Income for the year	405,191		(173,435	)
Adjustments to reconcile the income with cash and cash equivalents generated by operating activities
Expected credit loss	56,770		—
Others	5,289		—
Depreciation and amortization	19,789		—
	487,039		(173,435	)
Variation of asset and liability accounts
Marketable securities	(95,828	)	(45,717	)
Accounts Receivable	(3,337,091	)	(128,356	)
Taxes to recover	(66,011	)	(14,076	)
Other credits	(434,839	)	(255,888	)
Inventory	(345,535	)	(124,536	)
Suppliers	592,950		87,998
Tax liabilities	2,985		20,000
Labor and social security liabilities	19,869		4,556
Other liabilities	7,832		(1,359	)
Net cash (from) operating activities	(3,168,629	)	(630,813	)
Investment activities
Acquisition of fixed assets	(13,294	)	(85,540	)
Acquisition of intangible assets	(165,796	)	—
Cash used in investment activities	(179,090	)	(85,540	)
Financing Activities
Increase capital	—		—
Advance for future capital increase	966,688		—
Loans	2,344,501		682,500
Cash generated by financing activities	3,311,189		682,500
(Decrease) increase in cash and cash equivalents	(36,530	)	(33,853	)
Cash and cash equivalents at the beginning of the year	55,005		21,374
Cash and cash equivalents at the end of the year	114,303		55,005
(Decrease) increase in cash and cash equivalents	59,298		33,631

Management’s explanatory notes form an integral part of the financial statements.

F-24

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

1. OPERATING CONTEXT

BRB Foods Ltd. is a corporation with its headquarters office in State of Delaware located at 8 The Green, Ste R, in the City of Dover County of kent, and currently owns 100% of the membership interests of Thamuz LLC, a limited liability company organized in the State of Delaware and with its headquarters office at 8 The Green, Ste R, in the City of Dover, County of Kent, Delaware, which, in turn, owns 100% of issued shares of the companies BR Brands S.A and Boni Logistica Ltda, both headquartered at Rua Dr. Eduardo de Souza Aranha, n° 387 — Conjunto 151B, in the capital of the State of São Paulo in Brazil. BR Brands S.A and Boni Logistica Ltda started their activities in 2020, through brands with strong recognition through brands with strong recognition and leadership in the markets where it operates.

BR Brands S.A and Boni Logistica Ltda were incorporated in Brazil by members of the Bonifácio family in 2020 who subsequently in 2022 transferred their equity in these entities to Thamuz LLC in November, 2022, on which date Thamuz LLC became the sole shareholder of BR Brands S.A and Boni Logistica Ltda. BRB Foods Ltd. in its turn was incorporated on October 13, 2022, and afterwards the members of Thamuz LLC (i.e., the members of the Bonifácio family who founded BR Brands S.A and Boni Logistica Ltda), contributed their ownership interests in Thamuz LLC into the capital of the Company. As a result of this corporate restructuring: (i) Mr. Paulo R. Bonifacio contributed to the Capital of the Company, according to their services and vesting agreement. Mr. Paulo R. Bonifacio is (and shall be after the offer) owner of record and beneficial owner of the majority of the shares of the Company and therefore is a controlling shareholder; (ii) the Company will directly own 100% of Thamuz LLC’s shares; and (iii) Thamuz LLC will directly own 100% of BR Brands S.A and the Boni Logistica Ltda.’s respective shares.

The Company operates in the food segment, supplying products to retailers and wholesalers, operating in the South, Southeast and Midwest regions.

We entered into licensing agreements with Unilever, one of the largest suppliers of food and personal care products in the world, for the licensing of the brands Knorr, Arisco, Maizena and Mae terra.

On December 5, 2022, the licensing agreement for the “Arisco” brand was signed with Unilever do Brasil Ltda. for the sale of grains and flours.

We are an operating company incorporated under the law of the State of Delaware and conduct business through our operating subsidiaries. The structure of the group follows:

Company	Activities	Country	Units	Participation	Percentage
BRB Foods Ltd.	Holding	United States of America	1	—	100%
Thamuz LLC	Holding	United States of America	1	Direct	100%
BR Brands S.A.	Industrialization and sale of grains (mainly rice and beans), pasta, flour, among other products	Brazil	4	Indirect	100%
Boni Logística Ltda.	Distribution centers, transports and logistics solutions.	Brazil	1	Indirect	100%

F-25

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

1. OPERATING CONTEXT (cont.)

BRB Foods Ltd. incorporated on October 13, 2022, headquartered in Dover, Delaware in the United States of America, is a holding company whose subsidiaries are BR Brands S.A. founded on December 1, 2020 and Boni Logística Ltda. founded on February 26, 2020, both located in São Paulo in Brazil. The consolidated financial statements are intended to provide information for comparative purposes and result from the aggregation of the individual financial statements of its subsidiaries, as follows:

Balance Sheet

	Consolidated
	2022	2021		2020
Assets
Current Assets	4,792,678	606,674		50,187
Long term	244,892	85,951		411
TOTAL ASSETS	5,037,570	692,625		50,598
Liabilities
Current Liabilities	3,779,879	811,743		11,454
Equity	1,257,691	(119,118	)	39,144
TOTAL LIABILITIES	5,037,570	692,625		50,598

Income Statement

	Consolidated
	2022		2021		2020
Net sales	14,630,002		3,358,886		251,351
Cost of sales	(11,982,695	)	(2,822,775	)	(202,680	)
Gross profit	2,647,307		536,111		48,671
Selling, general and administrative expenses	(1,465,956	)	(652,194	)	(29,475	)
Financial results	(772,952	)	(57,352	)	(980	)
Income before income taxes	408,399		(173,435	)	18,216
Income tax and social contributions	(3,208	)	—		(6,124	)
Profit (Loss) for the year	405,191		(173,435	)	12,092

The individual financial statements of the subsidiaries were audited by the independent auditors, which were consolidated for purposes of presentation at BRB Foods Ltd.

War between Russia and Ukraine

The war between Russia and Ukraine that intensified in the beginning of 2022 caused global uncertainties and instabilities regarding commodities and inputs at the global level, especially regarding prices and uncertainties in view of the risk of a drop in the supply of grains and fertilizers, given that these countries account for relevant parts of both exports, in addition to the global impact on freight costs.

Although the Company’s operations and its financial statements have not been affected so far by the impact of the War, there is no way to predict impacts or estimate the occurrence of future impacts resulting from the war. Therefore, we continue with the continuous monitoring of the update of the macroeconomic scenario and actions to be taken by us.

BASIS FOR PRESENTATION OF FINANCIAL STATEMENTS AND MAIN ACCOUNTING POLICIES

The main accounting policies adopted by the Companies in these financial statements are described below. These policies have been consistently applied in the years presented, unless otherwise indicated.

F-26

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

1. OPERATING CONTEXT (cont.)

1.1 Statement of compliance

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

The issuance of these financial statements was authorized by Management on March 6, 2023.

All information relevant to the financial statements, and only such information, is evidenced herein and corresponds to the information used by Management in its activities.

1.2 Measurement basis

The financial statements were prepared based on historical cost basis, except for derivative and non-derivative financial instruments measured by the fair value through profit or loss.

2. FUNCTIONAL CURRENCY

In line with our review of the operations and business of companies in Brazil, mainly related to the elements to determine its functional currency, the Management concluded that BRL is its functional currency. This conclusion is based on the review of the following indicators:

•Currency that most influences prices of goods and services in Brazil;

•Currency of the country, which competitive powers and regulations most influence the determination of the selling price of its products and services;

•Currency that most influences material and other costs to supply products or services;

•Currency through which the proceeds of financial activities are substantially obtained; and

•Currency in which amounts received from operating activities are normally accumulated.

The amounts in US Dollar (USD) presented in the financial statements of the Companies are measured translate from BRL (as the functional currency which is the currency that best reflects the economic environment in which the Company is included and the way it is managed).

Transactions in foreign currency

Transactions in foreign currency are converted to the relevant functional currency of the company at the exchange rates on the dates of the transactions.

Monetary assets and liabilities denominated and calculated in foreign currencies on the reporting date of the statement of financial position are reconverted to the functional currency at the exchange rate determined on that date. Non-monetary assets and liabilities which are measured at fair value in foreign currency are reconverted to the functional currency at the exchange rate on the calculation date of the fair value. Differences of foreign currencies resulting from reconversion are generally recognized in the statement of profit or loss. Non-monetary items that are measured on a historical cost basis in foreign currency are not converted.

Financial statements presentation currency

In compliance with the provisions of the Brazilian Law, the financial statements are being presented in Reais, by converting the US dollars into Reais, through the following criteria:

•Assets and liabilities by the exchange rate of the fiscal year-end;

•Statement of profit or loss, of comprehensive and of cash flows by monthly average rates; and

F-27

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

2. FUNCTIONAL CURRENCY (cont.)

•Equity, at the historical amount of composition.

•Exchange rate variations from the conversion of the abovementioned accounts are recognized in a specific account of equity under the name “Equity valuation adjustments”.

The statements of financial position as of December 31, 2022 and 2021, and the statements of profit or loss for the fiscal years ended on such dates in functional currency (reais) translated to presentation currency (US dollars) are as follows:

	2022		2021
	Closing rate	Annual average rate	Closing rate	Annual average rate
Conversion rate of the US currency	5.22	5.17	5.58	5.40

	2022				2021
	R$		USD		R$		USD
Assets
Current
Cash and cash equivalents	88,785		18,475		306,953		55,005
Marketable securities	500,000		95,828		—		—
Accounts receivable	17,858,634		3,422,702		794,555		142,381
Inventories	2,464,317		470,071		703,802		124,536
Recoverable taxes	444,578		85,519		108,869		19,508
Other credits	3,654,433		700,083		1,480,197		265,244
	25,010,747		4,792,678		3,394,376		606,674
Non-current
Fixed assets	437,289		79,096		458,145		85,591
Intangible assets	871,002		165,796		—		—
	1,308,291		244,892		458,145		85,591
Total assets	26,319,038		5,037,570		3,852,521		692,265
Liabilities
Current
Suppliers	3,548,116		680,015		485,866		87,065
Loans	14,880,499		2,851,927		18,192		3,260
Tax liabilities	168,096		32,216		163,126		29,231
Labor and social security liabilities	127,442		24,425		25,422		4,556
Other liabilities	65,489		14,016		34,511		6,184
	18,789,642		3,602,599		727,117		130,296
Non-current
Loans	924,997		177,281		3,802,813		681,447
Total non-current liabilities	924,997		177,281		3,802,813		681,447
Total liabilities	19,714,639		3,779,880		4,529,930		811,743
Equity
Share capital	214,800		41,902		196,000		46,101
Advance for future capital increase	5,170,000		966,688		—		—
Tax incentive reserve	5,433,511		1,043,814		978,075		181,274
Equity valuation adjustments	—		5,252		—		(3,876	)
Accumulated losses	(4,213,912	)	(799,966	)	(1,851,484	)	(342,617	)
Total stockholders’ equity	6,604,399		1,257,690		(677,409	)	(119,118	)
Total liabilities and stockholders’ equity	26,319,038		5,037,570		3,852,521		692,625

F-28

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

2. FUNCTIONAL CURRENCY (cont.)

	2022				2021
	R$		USD		R$		USD
Net operating income	75,571,018		14,630,002		18,123,071		3,358,886
Costs of products sold and services provided	(61,896,402	)	(11,982,695	)	(15,230,451	)	(2,822,775	)
Gross profit	13,674,616		2,647,307		2,892,620		536,111
Selling expenses	(2,165,437	)	(419,213	)	(469,913	)	(87,093	)
Administrative expenses	(5,406,932	)	(1,046,743	)	(3,049,039	)	(565,101	)
Income before financial revenues (expenses), net	6,102,247		1,181,351		(626,333	)	(116,083	)
Financial revenues	79,581		15,406		120,091		22,257
Financial expenses	(4,072,249	)	(788,358	)	(429,539	)	(79,610	)
Net financial revenues	(3,992,668	)	(772,952	)	(309,448	)	(57,353	)
Profit (loss) before income tax and social security contribution	2,109,579		408,399		(935,781	)	(173,435	)
Current income tax and social security contribution	(16,571	)	(3,208	)	—		—
Profit or (loss) for the fiscal year	2,093,008		405,191		(935,781	)	(173,435	)

However, solely for the convenience of the reader and for presentation purposes, we have converted certain amounts included in this annual report from reais into US Dollars using the selling rate published by the Central Bank of Brazil, or Central Bank, on December31, 2022, from R$5.22 to US$1.00 or, in the cases expressly indicated, at the average exchange rate in force during the period.

3. USE OF ESTIMATES AND JUDGEMENTS

In preparing the financial statements in conformity with generally accepted accounting practices in the United States of America (U.S. GAAP), Management is required to make estimates and assumptions that could affect the values of the assets and liabilities presented on the reporting dates, as well as the amounts of revenues, costs and expenses of the fiscal years presented. Although these estimates are based on the best knowledge available to Management regarding present and future events, actual results may differ from those estimates.

Estimates and assumptions are reviewed on an ongoing basis. The estimates reviews are recognized on a prospective basis.

Information about uncertainties on premises and estimates with a significant risk of resulting in material adjustment as of December 31, 2022 is included in the following notes:

Note — Impairment losses on trade receivables;

Note — Provision for adjustment to inventories realization value;

Note — Provisions for legal proceedings and provision for credits and incentives to be granted.

4. MAIN ACCOUNTING PRACTICES

4.1 Classifications of current and non-currentitems

In the balance sheet, assets and obligations falling due or expected to be realized within the next year are classified as current items and those maturing or expected to be realized later are classified as non-current items.

F-29

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

4. MAIN ACCOUNTING PRACTICES (cont.)

4.2 Offsets between accounts

As a general rule, in financial statements, neither assets and liabilities, or revenues and expenses are offset against each other, except when offsetting is required or permitted by ASC 210-20-45-1 accounting pronouncement or standard and this offsetting reflects the substance of the transaction.

4.3 Functional currency and presentation currency

In line with our review of the operations and business of companies in Brazil, mainly related to the elements to determine its functional currency, the Management concluded that BRL is its functional currency. This conclusion is based on the review of the following indicators:

Currency that most influences prices of goods and services in Brazil;

Currency of the country, which competitive powers and regulations most influence the determination of the selling price of its products and services;

Currency that most influences material and other costs to supply products or services;

Currency through which the proceeds of financial activities are substantially obtained; and

Currency in which amounts received from operating activities are normally accumulated.

The amounts in US Dollar (USD) presented in the financial statements of the Companies are measured translate from BRL (as the functional currency which is the currency that best reflects the economic environment in which the Company is included and the way it is managed).

4.4 Basic financial instruments

The “Company” classifies the following financial instruments as basic financial instruments:

(a)Cash and cash equivalents; and,

(b)Debt instruments.

Debt instruments include accounts receivable and payable and loans payable, and these are valued at the balance sheet dates at amortized cost.

4.5 Cash and cash equivalents

Cash and cash equivalents include cash held by the “Company”, bank deposits with free movement and financial investments with short-term maturities of approximately three months or less from the date of the transaction.

4.6 Accounts receivable

Accounts receivable correspond to amounts receivable for the collection of its receivables and respective fees arising from activities in the normal course of the company. Short- term receivables are initially recognized at transaction cost and long-term receivables at cost adjusted to present value. Subsequently, these accounts are measured at amortized cost using the effective interest rate method, net of impairment losses (losses on receivables). The provision is constituted when considered necessary for the management of the “Company”, in an amount sufficient for the recovery of credits.

4.7 Inventory

Inventories are valued at the average cost of acquisition or formation of finished products and are maintained below net realizable value. The cost of finished products consists of purchased raw materials, labor, processing, storage and transport, all related to the process of adapting the products to salable conditions. Losses related to the production process make up the production cost in the respective month.

F-30

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

4. MAIN ACCOUNTING PRACTICES (cont.)

4.8 Property, plant and equipment

All property, plant and equipment items are stated at cost less accumulated depreciation. Cost includes expenditures directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow and the cost of the item can be reliably measured. Any gains and losses on the disposal of an item of property, plant and equipment are recognized in profit or loss. Land is not depreciated.

Depreciation of other assets is calculated using the straight-line method with corporate rates, the estimated useful lives for the current and comparative period are as follows:

•IT equipment — 5 years

•Furniture and Utensils — 10 years

•Machinery and Equipment — 10 years

•Vehicles — 5 years

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date and adjusted if appropriate.

4.9 Reduction to recoverable value

Assets that are subject to depreciation or amortization are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount. The latter is the higher of an asset’s fair value less costs to sell and value in use.

Accounts payable to suppliers are obligations payable for goods or services that were acquired from suppliers in the ordinary course of business and are initially recognized at cost and subsequently measured at amortized cost using the effective interest rate method. In practice, they are usually recognized at the corresponding invoice amount.

4.10 Loans and financing

Loans and financing are initially recognized at transaction cost, i.e., the present value payable to the creditor and, subsequently, stated at amortized cost. Any difference between the amounts raised and the amount paid is recognized in the statement of income during the period in which the loans are in progress, using the effective interest rate method.

4.11 Adjustment to present value of assets and liabilities

Long-term monetary assets and liabilities are monetarily restated and, therefore, are adjusted to their present value. The adjustment to present value of short-term monetary assets and liabilities is calculated and only recorded if considered relevant in relation to the financial statements taken as a whole.

For recording purposes and determination of relevance, the adjustment to present value is calculated taking into account the contractual cash flows and the explicit interest rate, and in certain cases implicit, of the respective assets and liabilities.

Based on the analyzes carried out and Management’s best estimate, the “Company” concluded that the adjustment to present value of current monetary assets and liabilities is irrelevant in relation to the financial statements taken as a whole and, accordingly, did not register any adjustment.

4.12 Other current and non-current assets, liabilities

An asset is recognized in the balance sheet when it is probable that its future economic benefits will be generated in favor of the “Company” and its cost or value can be reliably measured. A liability is recognized in the balance sheet when the “Company” has a legal or constituted obligation as a result of a past event, it being probable that an economic

F-31

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

4. MAIN ACCOUNTING PRACTICES (cont.)

resource will be required to settle it in the future. They are stated at their known or estimated amounts, plus, when applicable, the corresponding income, charges and monetary restatements incurred up to the balance sheet date and, in the case of assets, corrected by provision for losses when necessary.

4.13 Provisions

Provisions are recognized when the “Company” has an obligation on the date of the financial statements, as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the value has been reliably estimated.

Provisions are measured at the best estimate of the amount required to settle the obligation at the balance sheet date. When the effect of the time value of money is material, the amount of the provision is the present value of the outlay expected to be required to settle the obligation.

4.14 Calculation of income

The income of operations is determined in accordance with the accrual basis of accounting, both for the recognition of revenues and expenses.

4.15 Revenue recognition

Revenue recognition is a US General Accepted Accounting Principle (GAAP) that identifies the specific conditions under which revenue can be recognized by the Company and determines how to account for it. Typically, revenue is recognized when a critical event occurs, when a product or service is delivered to a customer and the cash value is easily measurable for the company.

Revenue accounting is pretty straight-forward when a product is sold and revenue is recognized when the ownership or possession of products is transferred to the customer, but typically when a company takes a long time to produce a product or is financed by the customer, the recognition of revenue may be subject to exceptions.

Revenue recognition principles within a company must also remain constant over time, so historical financials can be reviewed and revised for seasonal trends or inconsistencies.

The revenue recognition principle is also regulated by ASC 606 in US GAAP terms. The revenue recognition principle requires that revenues be recognized in the income statement in the period in which they are transferred/realized and earned — not necessarily when cash is received.

The revenue-generating activity must be fully or essentially completed to be included in revenue during the respective accounting period. In addition, there must be a reasonable level of certainty that payment for the revenue earned will be received. Finally, according to the standard principle, revenue and its associated costs must be reported in the same accounting period.

Accounting Standards Codification (ASC) 606: On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 606, referring to revenue from contracts with customers. ASC 606 provides a uniform framework for recognizing revenue from contracts with customers. The old guidance was industry-specific, which created a fragmented policy system. The updated revenue recognition standard is industry-neutral and therefore more transparent. It allows for better comparability of financial statements with standard revenue recognition practices across industries.

The five steps required under US GAAP to satisfy the updated revenue recognition principle, all of which are followed by the Company, are as follows:

•Identify the agreement with the customer;

•Identify contractual enforcement obligations;

F-32

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

4. MAIN ACCOUNTING PRACTICES (cont.)

•Determine the consideration amount/price of the transaction;

•Allocate the determined amount of consideration/price to the contractual obligations and;

•Recognize revenue when the performing party satisfies the performance obligation.

In addition, there must be a reasonable level of certainty that payment for the revenue earned will be received. Finally, according to the standard principle, revenue and its associated costs must be reported in the same accounting period.

Revenue from the sale of products is recognized when the control, significant risks and benefits of ownership of the goods are transferred to the buyer, to the extent that it is probable that economic benefits will be generated for BR Brand and when it can be reliably measured. Revenue is measured based on the fair value of the consideration received, excluding discounts, rebates and sales taxes or charges. Revenue from the sale of products is recognized when the tax document is issued, a moment very close to the delivery of the products and respective transfer of ownership (sales contract). Revenue is not recognized if there is significant uncertainty as to its realization.

In logistics terms, revenue recognition also involves controls aimed at ensuring the integrity of transaction records, conditioned to the appropriate moment in which services are provided and recognized by the customer. Considering the volume of transactions involved, portfolio of transport services, logistics and storage management, geographic location of logistics and customer service, revenue recognition involves a high dependence on the proper functioning of the internal controls determined by the Company.

4.16 Judgment and use of accounting estimates

The preparation of the financial statements requires that the Company’s management base itself on estimates for the recording of certain transactions that affect the assets and liabilities, revenues and expenses, as well as the disclosure of information about data from its financial statements.

The income from such transactions and information, upon their effective realization in subsequent periods, may differ from these estimates.

a)Service life and residual value of the property, plant and equipment;

b)Recoverability of property, plant and equipment, intangible assets and inventories;

d)Provisions in general.

4.17 Government grants

The government grants received by BR Brands has the nature of tax incentives received from the states determined from the amount of ICMS due and levied on business carried out by units.

BR Brands has tax benefits arising from government grants related to the reduction of the ICMS tax base on the sale of grains (“beans”), which have presumed credit for ICMS purposes.

The share of net income resulting from these tax incentives, not taxed, in accordance with article 195-A of Law 6,404/76, is allocated to the tax incentive reserve, which is consequently excluded from the profit distribution calculation, and used only for capital increase or the absorption of losses.

4.18 Segment information

The company has only one segment to report, due the fact that 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.

F-33

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

4. MAIN ACCOUNTING PRACTICES (cont.)

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

•The nature of the products and services

•The nature of the production processes.

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

•The methods used to distribute their products or provide their services

4.19 Consolidated financial information

Operating companies: Boni Logística Ltda. was incorporated on February 22, 2020 and BR Brands S.A. was incorporated on December 1, 2020, where the respective financial statements were audited by Russell Bedford Brasil in the years 2020 and 2021. On November 8, 2022, both companies were incorporated into Thamuz LLC and this was later incorporated by BRB Foods Ltd. on November 9, 2022. Therefore, 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 Russell Bedford GM Auditores Independentes S/S.

In order to provide comparability and disclose the evolution of the economic and operational performance of the subsidiaries (BR BRANDS and BONI), we prepared the comparative consolidated balance sheet and income statement for the years 2022 and 2021, as follows:

Balance Sheet

	2022		2021		2020
Assets
Current asset
Cash and equivalent	114,303		55,005		21,374
Accounts receivable	3,422,702		142,381		14,025
Recoverable taxes	85,518		19,509		5,432
Inventory	470,071		124,536		—
Others Credits	700,083		265,244		9,356
Total	4,762,678		606,674		50,187
Long term
Property, plant and equipment	244,892		85,951		411
TOTAL ASSETS	5,037,570		692,625		50,598
Liabilities
Current Liabilities
Suppliers	680,015		88,014		16
Labor liabilities	24,425		4,556		—
Taxes	42,722		29,231		9,231
Loan	3,030,671		684,707		2,207
Other liabilities	2,046		5,235		—
Total	3,779,879		811,743		11,454
Equity
Capital	41,902		46,101		27,865
Accumulated profits/loss	(792,649	)	(323,677	)	—
Advance for future capital increase	966,688		—		—
Tax incentive	1,043,815		181,274		—
Others	(2,065	)	(22,816	)	11,279
Total	1,257,691		(119,118	)	39,144
TOTAL LIABILITIES	5,037,570		692,625		50,598

F-34

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

4. MAIN ACCOUNTING PRACTICES (cont.)

Income Statement

	2022		2021		2020
NET SALES	14,630,002		3,358,886		251,351
(-) Cost of products sold	(11,982,695	)	(2,822,775	)	(202,680	)
(=) GROSS PROFIT	2,647,307		536,111		48,671
OPERATING INCOME (EXPENSES)
General and administrative expenses	(1,046,264	)	(565,101	)	(29,475	)
Expenses with sales	(419,213	)	(87,093	)
OPERATING INCOME BEFORE FINANCIAL INCOME	1,181,351		(116,083	)	19,196
FINANCIAL INCOME
Financial revenue	15,406		22,257		—
Financial expenses	(788,358	)	(79,609	)	(980	)
NET INCOME (LOSS) BEFORE INCOME TAX	408,399		(173,435	)	18,216
Income Tax	(3,208	)	—		(6,124	)
NET INCOME (LOSS) FOR THE YEAR	405,191		(173,435	)	12,092

The individual financial statements used to prepare the consolidated financial information were audited by Russell Bedford GM Auditores Independentes S/S.

5. CASH AND CASH EQUIVALENTS

Financial investments are substantially represented by fixed income investment funds with remuneration close to the Interbank Deposit Certificate (CDI) and can be redeemed at any time without prejudice to the appropriate remuneration.

	12/31/2022	12/31/2021
Banks transaction account	18,475	9,288
Marketable securities (immediately liquid in cash)	—	45,717
	18,475	55,005

6. MARKETABLE SECURITIES

Substantially represented by a short-term financial investment (not immediately liquid in cash) linked to a current loan.

7. ACCOUNTS RECEIVABLE

	12/31/2022		12/31/2021
Trade acceptance bills receivable	3,479,472		142,381
(-) Expected credit loss	(56,770	)	—
	3,422,702		142,381

The sum of trade acceptance bills receivable contemplates the sale and delivery of beans to customers at the end of each period, the settlement of which usually occurs within the contractual terms established by each customer, or full settlement. Part of the receivables comprises guarantees for credit operations with FIDCs.

F-35

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

7. ACCOUNTS RECEIVABLE (cont.)

The sales policies for customers are subordinated to the credit policies established by its management and are aimed at minimizing any problems resulting from default by its customers. The amounts that make up the balance of accounts receivable do not have amounts considered significant overdue, most of which are composed of bills with expected maturity in a period of one to three months.

The expected credit loss was constituted by Management based on default in the realization of credits. For the estimate of loss, we are considering as a criterion the percentage of 50% of balances overdue for more than 180 days on the balance sheet closing date.

8. INVENTORIES

	12/31/2022	12/31/2021
Inventories	395,829	86,667
Inventories in possession of third parties	—	25,029
Packaging in possession of third parties	74,242	12,840
	470,071	124,536

9. OTHER CREDITS

	12/31/2022	12/31/2021
		Reclassified
Credits to partners	49,909	36,052
Advance to suppliers	642,697	223,652
Recoverable taxes	85,519	19,508
Other credits	7,477	5,540
	785,602	284,752

10. PROPERTY, PLANT AND EQUIPMENT

	12/31/2022		12/31/2021
Furniture and Utensils	1,234		749
Computers and Peripherals	11,859		5,028
Vehicles	78,959		78,959
Machinery and equipment	7,854		2,092
Improvements in third party properties	4,213		4,213
(-) Accumulated depreciation	(25,023	)	(5,090	)
	79,096		85,951

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditures that are directly attributable to the purchase of the items and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. Assets are depreciated to their residual values.

F-36

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

11. INTANGIBLE ASSETS

	12/31/2022	12/31/2021
Intangible assets	165,796	—
	165,796	—

Intangible assets comprise rights that have as object intangible assets intended for the maintenance of the entity or exercised for this purpose.

Intangible assets are acquired, measured and presented at acquisition or formation cost less accumulated amortization. The useful life of the intangible asset is evaluated as defined according to annual amortization rates that take into account the evaluation made by Management of the technical, technological and commercial aspects:

Project	Categories	Useful life
SAP B1(*)	Software	Up to 5 years
Grocery(**)	Commercial	Up to 5 years
Operational(**)	Commercial	Up to 5 years
Mercury(***)	Preoperational	Up to 5 years

____________

(*)We are implementing the SAP Business One (ERP) platform, a financial planning and control system with enterprise resources that will help us record all transactional data used in our Brazilian operations. Expenditure on software maintenance is recognized as an expense as incurred.

(**)Right to supply products to a specific customer and the customer’s commitment to purchase our products with certain commercial conditions.

(***)  Pre-operational expenses for opening companies, with consultants and lawyers.

Amortization

Intangible assets with defined useful lives are amortized on the straight-line basis over their estimated useful lives. Licenses and supply and distribution rights are amortized over the period in which the rights exist, which generally vary from 5 years based on the term of the contracts. Amortization of intangible assets with finite lives is recognized in the statement of income in the expense category consistent with the use of the intangible asset.

12. SUPPLIERS

	12/31/2022	12/31/2021
Domestic supplier	680,015	75,420
Service providers	—	12,594
	680,015	88,014

These are obligations related to the purchase of raw materials, inputs and contracting of service providers for short-term payments.

13. LOANS

Modality/Purpose	Current		Non-Current		Total
	2022	2021	2022	2021	2022	2021
						Reclassified
Advance Receivables	2,554,451	—	—	60,196	2,554,451	60,196
Bank Credit Note	197,976	—	—	—	197,976	—
Loan Agreement – Partner	99,500	3,260	158,115	106,960	257,615	110,220
Investment Agreement	—	—		478,452	—	478,452
Loan Agreement – Third Parties	—	—	19,166	35,839	19,166	35,839
TOTAL	2,851,927	3,260	177,281	681,447	3,029,208	684,707

F-37

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

13. LOANS (cont.)

The Company advance receivables with Credit Rights Investment Funds — FIDC, the balances of receivables are transferred to the Funds with a corresponding entry being recognized under the heading “Loans and financing” in current liabilities according to the maturity age, the interest and other transaction financial costs are recognized as expenses at the time of the transaction. Due to the position of Assignor of credit rights, we are jointly and severally liable with the debtors (clients) for the punctuality and total settlement of all credit rights assigned to the FIDC, for the payment of principal, interest, fines, and other charges related to each operation in case of default.

Accounts receivable are written off upon receipt in full from its customers and/or upon assignment of these securities to the FIDC, in which the FIDC acquires directly from the Company the rights represented by trade notes arising from its commercial sales to its customers.

14. TAX LIABILITIES

	12/31/2022	12/31/2021
Federal tax payable	11,868	15,446
State tax payable	20,301	13,666
Municipal tax payable	47	119
	32,216	29,231

Liabilities arising from its operational activities, not having any overdue or installment debts.

15. LABOR AND SOCIAL SECURITY LIABILITIES

	12/31/2022	12/31/2021
Liabilities with personnel	4,994	1,734
Social Liabilities	3,435	1,482
Labor Provisions	15,996	1,340
	24,425	4,556

Liabilities arising from its operational activities, not having any overdue or installment debts.

16. SHAREHOLDERS’ EQUITY

The Company’s subscribed capital, pursuant to Article 3 of Decree No. 8,063/2013, is BRL 30,000.00 (thirty thousand reais). The subscribed share capital of is composed as follows:

	12/31/2022		12/31/2021
Capital stock	1,008,590		46,101
Net Income of the year	405,191		(173,435	)
Accumulated gain (losses)	(161,343	)	12,092
Equity valuations adjustments	5,252		3,876
	1,257,690		(119,118	)

According to legal basis, based on Complementary Law No. 160, of August 7, 2017, began to treat as a subsidy for investment the tax benefits granted in the form of presumed/granted credit provided for in the ICMS regulation of the states of Rio de Janeiro, Paraná And São Paulo granted in operations with food products carried out by industrial and commercial units, the tax incentives granted by the states or the Federal District began to be considered subsidies for investments, deductible for the calculation of income tax and social contribution. Thus, the company found, the ICMS subsidy in the total accumulated of BRL 5,433,511 (BRL 978.075 on 12.31.2021). As provided for in Article 30 of Law 12.973/14, the Tax Incentive Reserve may be used to absorb losses, provided that previously the other profit reserves have been fully absorbed, except for the legal reserve, or for capital increase. Within the same legal provision, the reservation of tax incentives and legal reserve does not compose the basis of calculation of the mandatory minimum dividend, and the company must submit it to taxation, in case of distribution.

F-38

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

17. NET OPERATING REVENUE

	12/31/2022		12/31/2021
Product Revenue	15,400,236		3,531,588
(-) Taxes on sales, sales return	(770,234	)	(172,702	)
	14,630,002		3,358,886

18. OPERATING EXPENSES

	12/31/2022		12/31/2021
Cost of products sold	(11,982,695	)	(2,822,775	)
Expenses with sales	(419,213	)	(87,093	)
General and administrative expenses	(1,046,743	)	(565,102	)
	(13,448,651	)	(3,474,970	)

The balance of operating expenses corresponds to the total amount, consisting of the sum of the balances, as detailed.

19. FINANCIAL INCOME

	12/31/2022		12/31/2021
Financial Revenue
Interest	285		2,226
Financial Discounts Obtained	15,121		20,032
	15,406		22,257
Financial Expenses
IOF	(1,243	)	(1,235	)
Discounts Granted	(40,114	)	(51,563	)
Banking Expenses	(5,333	)	(608	)
Interest	(741,668	)	(25,994	)
Others	—		(209	)
	(788,358	)	(79,609	)

The balance of the financial income corresponds to the total amount, consisting of the sum of the balances, according to detail. The financial expenses composed of discounts granted, bank expenditure, billing expenses, IOF, monetary variation, fines and interest on loans. Financial revenues comprise the amounts related to income on interest received and discounts obtained.

20. TAXES

In Brazil, taxation on profit comprises income tax and social contribution, as described below:

Income Tax (IRPJ) — in the form of taxation on taxable income, is computed on taxable income at the rate of 15%, plus an additional 10% for profits that exceed R$240,000 in a 12-month period.

Social Contribution (CSLL) — applied at the rate of 9% on taxable income, recognized on an accrual basis.

Taxable Income — are the additions to accounting income of temporarily non-deductible expenses or exclusions of temporarily non-taxable income, considered for the calculation of current taxable income, which generate deferred tax credits or debits.

In addition, the sale of basic basket products (e.g. “Beans”) has a state tax incentive as an investment subsidy, such as reductions in the ICMS(*), IRPJ and CSLL calculation bases, rate reduction, exemption, deferral related to the benefit of the ICMS presumed credit.

F-39

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

20. TAXES (cont.)

The tax rates and tax laws used to calculate the amount are those in effect at the balance sheet date.

Government subsidies and assistance— are recorded as income in income during the period necessary to match the expense that the government subsidy or assistance is intended to offset and, subsequently, are allocated to a capital reserve in shareholders’ equity.

____________

(*)State value-added tax on services and circulation of goods.

Taxes on sales

Revenues, expenses and assets are recognized net of sales tax, except:

•When sales taxes incurred on the purchase of goods or services are not recoverable from the tax authorities, in which case the sales tax is recognized as part of the acquisition cost of the asset or expense item, as the case may be;

•When receivables and payables are presented together with the sales tax amount; It is

•The net amount of sales tax, recoverable or payable, is included as a component of amounts receivable or payable in the balance sheet. Revenues from sales in Brazil are subject to the following taxes and contributions, at the following basic rates:

	Rates
ICMS – Tax on Circulation of Goods and Services	0.00% to 20.00%
COFINS – Social Security Contribution	0.00% to 7.60%
PIS – Social Integration Program	0.00% to 1.65%
IPI – Tax on Industrialized Products	0.00% to 5.00%
ISSQN – Tax on Services of Any Nature	2.00% to 5.00%

Credits arising from non-cumulative PIS/COFINS are shown deducted from cost of goods sold or general and administrative expenses, in the statement of income, depending on the source of the expenditure. Amounts subject to offsetting are stated in current or non-current assets, according to their expected realization. In the income statement, revenues are presented net of these taxes.

The Company is framed as opting for the real profit subject to the incidence of legal income tax (IRPJ) and the social contribution on net income (CSLL) on the result determined in each year.

However, it contributes to the income tax on fixed or variable income financial investments, upon retention by the institutions in which financial investments are carried out.

Accumulated fiscal credits

As of December 31, 2022, the balance of tax losses on net income was approximately BRL 2,790,417 (BRL 1,729,045 as of December 31, 2021), which represents a stock of income tax credit and social contribution for the coming years.

F-40

NOTES TO THE FINANCIAL STATEMENTS
(Amounts expressed in US Dollars — USD), except when otherwise indicated.

21. GRANTS FOR STATE INVESTMENTS

Grants for state investments transit through income in compliance with CPC 07 (R1) — Government Grants and Assistance.

Presumed credit equivalent to investment grant

The Company, based on Complementary Law No. 160, of August 7, 2017, now treats as investment grants the tax benefits granted in the form of presumed/granted credit provided for in the ICMS Regulation of the states of Paraná and São Paulo granted in operations with food products carried out by industrial and commercial units. Until December 31, 2022, the Company was entitled to BRL 5,433,511, (BRL 978,075.28 on December 31, 2021) as presumed credit.

22. TRANSACTIONS WITH RELATED PARTIES

During the fiscal year, we entered into related party transactions with some of our shareholders or other related parties. These operations arise from the provision of logistics services, as well as from financial transactions entered into under market conditions, in accordance with our interests, customary market practices at the time of their execution and do not have relevant amounts individually or in aggregate.

From time to time, we enter into transactions with related parties, including entities involving certain members of our board of directors or senior management. The definition of a related party is based on applicable accounting standards and our internal policy, which may be more restrictive in relation to applicable laws and regulations under certain circumstances.

In addition, we have not entered into any related party transaction that is or was unusual in nature or conditions during the current or last prior financial year, nor has such transaction been proposed that is or would be material to our business. Our policy on related party transactions prohibits us from extending loans or guarantees to members of our board of directors, our management, or key management or any members of their close family members.

BRB Foods Inc., in the year ended December31, 2022 considering that these are operations between companies under common control in accordance with ABP18, FIN 35, I82, carried out transactions with BR Brands S.A. in the total amount of US$642,125 relating to the pre-operating expenses.

23. SUBSEQUENT EVENTS

On January 20, 2023, a branch was opened in Porto Feliz in the State of São Paulo, with the lease of a factory (facilities and equipment), for the production, storage and logistics of all products sold, its effects will be recorded from of January 2023 according to pronouncement SFAS5, SOP 94-6.

The managers declare the inexistence of events that occurred after the end of the fiscal year that may have a material effect on the company’s equity or financial situation or that may cause effects on its future results.

Paulo Roberto Bonifacio	Fabio Lopes Farina	Bruno Bonifacio
President	Chief Financial Officer and Director	Chief Executive Officer and Director

F-41

$8,000,000

of Common Stock

_______________________________

PRELIMINARY PROSPECTUS

_______________________________

__________, 2024

Network 1 Financial Securities, Inc.

Until  , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to a dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotment or subscriptions.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY17, 2024

BRB Foods Inc.

2,538,267 Shares
of Common Stock

This Resale Prospectus relates to the sale of up to 2,538,267shares of our common stock by the selling shareholders named in this prospectus. We will not receive any of the proceeds from the sale of common stock by the selling shareholders named in this prospectus.

No sales of the common stock covered by this Resale Prospectus shall occur until the Common Stock sold in our initial public offering begin trading on the NYSE American. Thereafter, any common stock sold by the selling shareholders will occur at prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders. No sales of the shares covered by this prospectus shall occur until the common stock sold in our initial public offering begin trading on the NYSE American.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, please read “Risk Factors” beginning on page 11 of this prospectus and set forth in the documents incorporated by reference herein before making any decision to invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this Resale Prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this Resale Prospectus. This Resale Prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this Resale Prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or the sale of these securities.

The date of this Resale Prospectus is [•], 2024

RESALE PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the information under “Risk Factors,” “Business” and our financial statements and the related notes included elsewhere in this prospectus before investing in our common stock.

In this prospectus, unless otherwise stated or the context otherwise requires, references to “BRBF”, “Company,” “we,” “us,” “our,” or similar references mean BRB Foods Inc. and its subsidiaries on a consolidated basis.

Company Overview

BRB Foods Inc., (the “Company” or “BRBF”) is a manufacturer and distributor of dry food products sold under name brands licensed from Unilever Brasil Ltda, Unilever IP Holdings B.V., Mae Terra Produtos Naturais Ltda, and Conopco, Inc. d/b/a Unilever. Our company specializes in the entire process of acquiring, processing, manufacturing, selling and packaging high-quality dry food products that are distributed to and marketed at major retailers and food service establishments throughout Brazil. We employ sales personnel who prepare retail displays at the physical locations of products’ sales, also known as the Point of Sale. We generated total sales of approximately $9.5 million for the nine-month period ended September 30, 2023, and total sales of approximately $14.6million and $3.2 million during our fiscal years ended December 31, 2022 and 2021, respectively.

Our product portfolio includes a wide range of dry food products such as pasta, rice, beans, corn, cassava, potato, snacks, and other dry food items that are produced under strict quality guidelines and procedures. Our most popular brand products include Knorr, Arisco, Maizena and Mãe Terra.

We are committed to sustainability and responsible sourcing. We work with local farmers and suppliers to ensure that our raw materials are ethically sourced and sustainably produced. Our production processes are designed to minimize waste and reduce our environmental impact. Since the beginning of activities in 2020, we have always been very clear that the entire approval process would be based on the pillars of the environmental, social, and corporate governance (“ESG”) philosophy, focusing on food safety, quality associated with excellence and tradition of brands and work safety, in addition to strict respect for the environment, sustainability and good market practices.

We work closely with our clients to ensure that their specific needs and requirements are met, and we strive to provide them with the highest level of customer service and product quality. Our state-of-the-art facilities utilize the latest technology to ensure that our products meet the highest standards of food safety and quality control. Our team of experienced professionals is dedicated to providing our clients with exceptional service and high-quality products that meet their specific needs. We are proud to sell products under name brands licensed from companies such as Unilever.

Financial Performance Summary

We began operations in 2020 (through our subsidiaries). As a result of our limited operating history, we have limited financial data that can be used to evaluate our current business, and such data may not be indicative of future performance. Since 2020, most of our free cash flow has been used to fund our operations and growth, capital expenditure investments, human resources and other expenses. As a result, we experienced losses in fiscal year 2021. In 2022, we carried out a series of management, asset and financial adjustments, laying the foundations for improving the Company’s performance for the year ended December 31, 2022. As a result, in the fiscal year of 2022, due to the increase in our performance, we did not record a net loss, but record a net profit of US$405,192. However, for the nine months ended September 30, 2023, we recorded a net loss of approximately $4.7 million.

Variations in commodities prices influenced by the war in Ukraine, the rise in the Brazilian real to US dollar exchange rate, a lack of lines of credit available to us as a result of our short credit history, and the reaction of competitors to our arrival in the market are the major external factors that posed significant challenges to the Company during fiscal year 2022.

In response to these events and changes in the market environment, we adopted short-term measures which had an immediate impact on our results and operations: we were able to anticipate the main variations in commodity prices and successfully passed on 100% of the overall price increases directly to the consumer via product price increases, therein being more reactive without harming our margins.

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We have encountered, and expect to continue to encounter, risks and difficulties frequently experienced by growing companies, including challenges in financial forecasting accuracy, determining appropriate investments, developing new products and features, maintaining minimum cash and working capital levels, among others.

Despite these major challenges faced by the Company in 2022, we were able to record the best financial performance in the Company’s history in fiscal year 2022. During this period, processes were reviewed, costs were cut, therefore promoting a stronger and more efficient structure to the Company.

Although we did not record a net loss in fiscal year 2022, it is necessary to highlight that the continuance of our growth and expansion will require further investment, retention of cash and accrual of expenses, additional financing needs, which will adversely impact or may eliminate our profitability entirely.

The most visible consequences for our business were the additional leadership recruited from the São Paulo metropolitan region and the continued business with our major cash-and-carry companies, who were able to observe that we had full operational and financial capacity to fulfill all contracted orders during fiscal year 2022.

In light of all of the above, the Company was able to record an operating profit for fiscal year 2022 (if non-recurring items and the costs we had to absorb due to our strong growth are disregarded), which reinforces our certainty that we are on the right track.

For the nine-month period ended September 30, 2023 and the fiscal years ended December 31, 2022 and 2021:

•Our revenues were US$9,518,470, US$14,630,002 and US$3,358,886 respectively.

•Our net profit (loss) was US$(4,703,090), US$405,192 and US$(173,435), respectively.

Market Opportunities

•Increase market performance in Brazil with national and international well-known brands with more than 100 years.

•Development of our fully-owned logistics company subsidiary to increase efficiency and expand tailor-made logistics services.

•Development of new products using the well-known brands utilized by the Company.

•Acquisition and mergers with existing companies in order to extend our presence even further and expanding the relationship with customers.

Competitive Strengths

In response to the market opportunities, we have the following competitive strengths:

•Multiple traditional brands.

•Well recognized for the quality of our licensed brands products.

•Strategic price position.

•Key commercial relationships with large supermarket chains.

•Brands with more than 100 years on the market.

•Deep logistics knowledge and fully-owned logistics company subsidiary providing operational logistics support.

•Experienced Management Team

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Growth Strategy

Innovation, focus on the customer, sustainability, an agile cost-efficient structure, excellence in sales processes and customer experience, and absolute quality are the essential elements that we will increasingly strengthen from 2023 and beyond, seeking the national distribution of products previously regionalized and a standardization of the quality and prestige of the brands with which it operates.

The company aims to implement different sales strategy, unlike other companies in the industry. Our main focus is on the sell-out, which is an industry specific term that refers to actions taken at the physical location where the product is sold. Such sell-out actions are intended to promote more efficient product visibility for consumers, thereby, increasing final sales. Once combined with certain key elements, sell-out actions become a powerful tool for sales, as illustrated in the following graphic:

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.

We have a responsibility to deliver convenient, innovative and reliable products that respond to the needs of consumers and respect the cultures of our country. In addition, we are a vertically operated company and must ensure we make good use of assets, have cohesion in our values and practices, maintain win-win relationships in the value chain and cultivate leaders capable of adequately guiding the business.

Our strategic direction is based on strengthening as a national food company and paving the way to international operations through profitable growth, through the expansion of operational efficiency with optimization in the use of natural resources, reduction in the use of packaging and product development. We expect the expansion to take place through the following pillars:

•Current business growth through geographic diversification. To this end, we intend to pay particular attention to our portfolio, product mix and distribution channels, taking advantage of the existing logistics network, with a focus on agile processes.

•Entry into new planning categories that may occur organically or inorganically, focusing on products that have synergy with the current business and strategy. Entry into new categories will focus on expanding the Company’s portfolio, with brands and products with greater added value, increasing current margins.

To sustain our growth strategy, the Company relies on a business model and commercial strategy based on consistent investments in marketing, trade marketing, assertive pricing models, use of technology and new methodologies to meet market trends. Innovation is also an important pillar of the strategy. SAP Business One (a business management software designed for small and medium-sized businesses and sold by the software company SAP SE) has been implemented for all sectors of the company as of the end of the first quarter of 2023, further increasing control and speed and accuracy of key information, thereby allowing the management team to make strategic data-based decisions on a daily-basis.

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We rely on the involvement of all areas in the growth strategy and vision. The future foresees consolidation as a national and international food company, with diversified operations, sustainable growth and respect for origins. Our strategic planning is based on the following pillars:

•Strong performance in large consumer markets:    we have a wide presence in the state of São Paulo, the largest consumer market in Latin America, and has excellent long-term relationship with large retailers and supermarkets and is present in more than 2,500 points of sale.

•Renowned brands:    traditional and recognized brands, built over decades — a characteristic widely considered by consumers in their purchases, with 4 brands and 6 product families.

•Excellent operational and financial management:    other than third-party operation centers, the Company has its own factory and warehouse, duly equipped, with balance sheets audited since 2020 and excellence in operational control.

•Significant growth:    relevant sales growth since 2020, through gains in market share and entry into new markets, with the implementation of measures to improve operating results. All this in a segment with high growth potential (convenience foods) for the coming years.

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties that you should understand before making an investment decision. These risks are discussed more fully in the section entitled “Risk Factors,” following this prospectus summary. These include:

•Our principal assets are our indirect ownership interests in our subsidiaries BR Brands S.A. (formerly BR Brands Ltda) and Boni Logística Ltda. If these subsidiaries are restricted from distributing or otherwise transferring funds to us, pursuant to applicable law, regulation or otherwise, our liquidity, financial condition or results of operations could be materially and adversely affected;

•The categories in which we participate are very competitive, and if we are not able to compete effectively, our results of operations could be adversely affected;

•Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our profitability;

•Concerns with the safety and quality of our products could cause consumers to avoid certain products or ingredients;

•We rely heavily on certain vendors, suppliers, logistics suppliers and distributors, which could adversely affect our business;

•If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured;

•We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our products;

•We may be unable to grow our market share or add products that are in faster growing and more profitable categories;

•Our results may be negatively impacted in the event of termination or breach of the existing Intellectual Property License Agreements;

•Our results may be negatively impacted if consumers do not maintain their favorable perception of our licensed brands;

•Our reporting currency is the US dollar but a significant portion of our revenue and costs and expenses are denominated in Brazilian reais, so that exchange rate movements may affect our financial performance;

•Climate change and other sustainability matters could adversely affect our business;

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•Economic downturns could limit consumer demand for our products;

•We have a history of net losses and may incur losses in the future;

•We may experience higher operating costs, including increases in supplier prices and employee salaries and benefits, which could adversely affect our financial performance;

•We could face workplace-related lawsuits and be subject to complex social security and employment laws;

•Litigation concerning food quality, health, employee conduct and other issues could require us to incur additional liabilities;

•We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures;

•We are subject to economic and political risk, the business cycles and credit risk of our clients and issuing banks and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations;

•Our insurance policies may not be sufficient to cover all claims;

•We are subject to regulatory activity and antitrust litigation under competition laws;

•Changes in tax laws, tax incentives, the termination of existing tax benefits or differing interpretations of tax laws may adversely affect our results of operations;

•The costs and effects of pending and potential future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations;

•If we lose key personnel our business, financial condition and results of operations may be adversely affected;

•Our operations may be adversely affected by a failure to timely obtain or renew any licenses required to operate our hubs;

•Requirements associated with being a public company in the United States will require significant company resources and management attention;

•Our holding company structure makes us dependent on the operations of our subsidiaries;

•We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs;

•The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions, could harm us and the price of our shares;

•Political instability and economic uncertainty in Brazil may adversely affect us;

•Exchange rate instability may have adverse effects on the Brazilian economy, and, as result, us;

•We are dependent on retail partners for a significant portion of our sales;

•We are dependent on certain third-party suppliers and contract manufacturers;

•There is no existing market for our shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our shares fluctuates after this offering, you could lose a significant part of your investment;

•The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders and you may lose all or part of your investment;

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•Our ability to pay dividends to our shareholders may be restricted in the future by applicable laws and regulations and by the ability of our subsidiaries to pay dividends to us;

•We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the federal securities laws. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis, or CD&A, of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

•engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

•comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes”; or

•disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, an “emerging growth company” may use the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the earliest to occur of the following:

•the last day of the first fiscal year in which our annual gross revenues are at least $1.235 billion;

•the date on which we have, during the previous three-year period, issued more than $1 billion of non-convertible debt securities;

•the last day of the fiscal year during which the aggregate market value of our common equity securities held by non-affiliates as of our most recently completed second fiscal quarter is at least $700 million, we have been subject to public company reporting requirements for at least 12 months and we have filed at least one annual report as a public company; and

•the last day of our fiscal year following the fifth anniversary of the completion of this offering.

We cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for our securities and increased volatility in the price of our securities.

Implications of being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250 million as of the prior September 30; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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Our Corporate Structure

In November, 2022 the Company and its then-existing shareholders undertook a corporate restructuring whereby: (i) all membership interests of Thamuz LLC were contributed to the Company by certain members of the Bonifacio family (Mr. Rafael Bonifacio, Mr. Bruno Bonifacio and Ms. Daniela S. Bonifacio), thereby making the Company the sole shareholder of Thamuz LLC. Thamuz LLC, in turn, is the 100% owner of each of BR Brands S.A. (formerly BR Brands Ltda) and Boni Logística Ltda., (both companies are incorporated under the laws of Brazil); and (ii) Mr. Paulo R. Bonifacio contributed to the capital of the Company, according to his services and vesting agreement. Mr. Paulo R. Bonifacio is (and shall be after the consummation of this offering) owner of record and beneficial owner of the majority of the shares of the Company and therefore is the controlling shareholder.

The following diagram illustrates our corporate structure as of the date of this prospectus:

Corporate Information

We were incorporated in Delaware on October 13, 2022. On September 12, 2023, we filed articles of continuance with the Wyoming Secretary of State to continue from being a corporation governed by the Delaware General Corporation Law to a corporation governed by the Wyoming Business Corporation Act. Effective September 28, 2023, we changed our state of incorporation from the State of Delaware to the State of Wyoming (the “Continuation”). and changed our corporate name from “BRB Foods Ltd.” to BRB Foods Inc. The Continuation was accomplished by the issuance of a certificate of continuance by the Secretary of State of the State of Wyoming on September 28, 2023. Our subsidiaries include: Thamuz LLC, a Delaware limited liability company formed on June 2, 2022; Boni Logistica Ltda, a Brazilian limited company formed on February 26, 2020; and BR Brands S.A. (formerly BR Brands Ltda), a Brazilian corporation (sociedade anônima) formed on December 1, 2020. Our principal executive offices are located at Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151 Vila Nova Conceicão, São Paulo, SP 04543-121, Brazil. Our telephone number is +55 11 4040-5766. We maintain a website at www.brbf.com.br. The information contained on our website is not, and should not be interpreted to be, a part of this prospectus.

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THE OFFERING

Common stock to be offered by the Selling Shareholders	$10,153,068 of shares of our common stock, or 2,538,267shares of common stock.
Selling price	Any shares sold by the selling shareholders will occur at prevailing market prices or in privately negotiated prices after closing of the initial public offering and listing of the Common Stock on the NYSE American, and such sales by the selling shareholders will not occur until after the Common Stock begin trading on the NYSE American.
Common stock outstanding before this offering, excluding over-allotment shares	12,000,000shares of common stock.
Common stock to be outstanding after this offering, excluding over-allotment shares	[•] shares of common stock.
Proposed trading market and symbol:	We will apply to list our common stock on the NYSE American under the symbol “•”. No assurance can be given that our listing application will be approved by the NYSE American. If our common stock is not approved for listing on the NYSE American, we will not consummate this offering.
Use of proceeds	We will not receive any proceeds from the sale of the shares of common stock by the selling shareholders named in this Resale Prospectus.
Risk factors	An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of common stock by the selling shareholders. However, we will incur expenses in connection with the registration of our shares of common stock offered hereby.

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SELLING SHAREHOLDERS

The following table sets forth the names of the selling shareholders, the number of shares of common stock owned by each selling shareholder immediately prior to the date of this Resale Prospectus and the number of shares to be offered by the selling shareholder pursuant to this Resale Prospectus. The table also provides information regarding the beneficial ownership of our common stock by the selling shareholder as adjusted to reflect the assumed sale of all of the shares offered under this Resale Prospectus.

Percentage of beneficial ownership before this offering is based on 12,000,000shares of common stock outstanding as at the date of this Resale Prospectus. Beneficial ownership is based on information furnished by the selling shareholders. Unless otherwise indicated and subject to community property laws where applicable, the selling shareholder named in the following table has, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by him/her.

Unless otherwise indicated, none of the selling shareholders has had any position, office or other material relationship within the past three years with the Company. None of the selling shareholders is a broker dealer or an affiliate of a broker dealer. None of the selling shareholders has an agreement or understanding to distribute any of the shares being registered. Each selling shareholder may offer for sale from time to time any or all of the shares, subject to the agreements described in the “Plan of Distribution”. The table below assumes that the selling shareholders will sell all of the shares offered for sale hereby:

Name of Selling Shareholder	Common Stock Beneficially Owned Prior to Offering(1)		Maximum Number of Common Stock to be Sold	Number of Common Stock Owned after Offering	Percentage Common Stock Ownership After Offering (%)
Rafael Bonifacio	772,500		772,500	—	0	%
Daniela Serio Bonifacio	100,000		100,000	—	0	%
Guilherme Reif Carvalhaes	8,000		8,000	—	0	%
Christopher Charles Le Jeune	127,692	​(2)	127,692	—	0	%
Philippe De Cock De Rameyen	2,400		2,400	—	0	%
Antoine De Sejournet De Remeignies	5,000		5,000	—	0	%
Erik Jakob Engstrom	2,000		2,000	—	0	%
Robert Osselaer	5,000		5,000	—	0	%
Caroline Sorel	5,000		5,000	—	0	%
Patrick Georges Vanherck	2,000		2,000	—	0	%
AC Skaf Holdings Ltd	500,000		500,000	—	0	%
Accelera Solutions S.A.	275,000		275,000	—	0	%
Jasper Holdings LLC	28,846	​(3)	28,846	—	0	%
Mont Saint Consultoria E Investimentos Ltda	16,615	​(4)	16,615	—	0	%
Opencap Global Inc.	145,000		145,000	—	0	%
Philip R H Connor LLC	4,807	​(5)	4,807	—	0	%
PRHC LLC	260,600		260,600	—	0	%
Randwyck LLC	40,000		40,000	—	0	%
SMC Family Limited Partnership	237,807	​(6)	237,807	—	0	%
Total	2,538,267		2,538,267	—	0	%

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(1)Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of common stock, or convertible or exercisable into our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

(2)Also includes 57,692shares 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 this offering. which is assumed to be $4.00 per share.

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(3)Includes 28,846shares 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 this offering. which is assumed to be $4.00 per share.

(4)Includes 16,615shares of common stock underlying the conversion of $43,200 of convertible notes at a conversion price equal to 65% of the offering price per share of common stock in this offering. which is assumed to be $4.00 per share.

(5)Includes 4,807shares of common stock underlying the conversion of $12,500 of convertible notes at a conversion price equal to 65% of the offering price per share of common stock in this offering. which is assumed to be $4.00 per share.

(6)Also includes 4,807shares of common stock underlying the conversion of $12,500 of convertible notes at a conversion price equal to 65% of the offering price per share of common stock in this offering. which is assumed to be $4.00 per share.

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PLAN OF DISTRIBUTION

The selling shareholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this Resale Prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when disposing of shares:

•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•block trades in which the broker-dealer will attempt to sell the shares as agent but may position; and resell a portion of the block as principal to facilitate the transaction;

•purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

•an exchange distribution in accordance with the rules of the applicable exchange;

•privately negotiated transactions;

•to cover short sales made after the date that the registration statement of which this Resale Prospectus is a part is declared effective by the SEC;

•broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

•a combination of any of these methods of sale; and

•any other method permitted pursuant to applicable law.

The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for a selling shareholder, rather than under this Resale Prospectus. The selling shareholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The selling shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

If sales of shares offered under this Resale Prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this Resale Prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares offered under this Resale Prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discount under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this Resale Prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this Resale Prospectus or, if required, in a replacement resale prospectus included in a post-effective amendment to the registration statement of which this Resale Prospectus is a part.

The selling shareholders and any other persons participating in the sale or distribution of the shares offered under this Resale Prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling shareholders or any other person. Furthermore, under Regulation M, persons engaged

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in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.

Rule 5110 requires members firms to satisfy the filing requirements of Rule 5110 in connection with the resale, on behalf of selling shareholders, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a selling shareholder intends to sell any of the shares registered for resale in this Resale Prospectus through a member of FINRA participating in a distribution of our securities, such member is responsible for insuring that a timely filing, if required, is first made with the Corporate Financing Department of FINRA and disclosing to FINRA the following:

•it intends to take possession of the registered securities or to facilitate the transfer of such certificates;

•the complete details of how the selling shareholders’ shares are and will be held, including location of the particular accounts;

•whether the member firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type of payment transaction with the selling shareholders, including details regarding any such transactions; and

•in the event any of the securities offered by the selling shareholders are sold, transferred, assigned or hypothecated by any selling shareholder in a transaction that directly or indirectly involves a member firm of FINRA or any affiliates thereof, that prior to or at the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with the Corporate Finance Department of FINRA for review.

No FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule 5110, in connection with the resale of the securities by the selling shareholders.

If any of the shares of common stock offered for sale pursuant to this Resale Prospectus are transferred other than pursuant to a sale under this Resale Prospectus, then subsequent holders could not use this Resale Prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling shareholders will sell all or any portion of the shares offered under this Resale Prospectus.

We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this Resale Prospectus. However, each selling shareholder and purchaser is responsible for paying any discount, and similar selling expenses they incur.

We and the selling shareholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this Resale Prospectus, including liabilities under the Securities Act.

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LEGAL MATTERS

Robinson & Cole, LLP, 1055 Washington Boulevard, Stamford, CT 06901 has acted as our counsel in connection with the preparation of this prospectus.

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BRB Foods Inc.

2,538,267 Shares
of Common Stock

_________________________

RESALE PROSPECTUS

_________________________

Until [•], 2024, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter with respect to their unsold subscriptions.

The date of this Resale Prospectus is [•], 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses, all of which will be borne by the registrant, in connection with the sale and distribution of the securities being registered, other than the underwriting discounts and commissions. All amounts shown are estimates except for the SEC registration fee, the NYSE American listing fee and the FINRA filing fee.

	Amount to be paid
SEC registration fee	$	*
FINRA filing fee	$	*
NYSE American listing fee	$	*
Transfer agent and registrar fees	$	*
Accounting fees and expenses	$	*
Legal fees and expenses	$	*
Printing expenses	$	*
Miscellaneous expenses	$	*
Total	$	*

Item 14. Indemnification of Directors and Officers.

Our directors and officers are indemnified as provided by the Wyoming Business Corporation Act (the “WBCA”), and our Bylaws.

Wyoming Business Corporation Act

The WBCA, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein.

The WBCA provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The WBCA provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to the WBCA; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the

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extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Our Bylaws

Our bylaws provide that any director or officer acting in good faith, with reasonable and prudent care, and in the best interests of the Company, who is involved in litigation by reason of his or her position as a director or officer of the Company shall be indemnified and held harmless by the Company.

In addition, we have entered into indemnification agreements with each of our current directors and executive officers. The indemnification agreements provide for indemnification against certain liabilities and expenses incurred by such persons in connection with claims made by reason of such person being a director or executive officer of the Company.

Item 15. Recent Sales of Unregistered Securities.

2023A Convertible Note Offering

On February17, 2023, we closed a private placement (the “2023A Convertible Note Offering”) of a convertible note (the “2023A Convertible Note”) to an accredited investor pursuant to Rule 506 of Regulation D of the Securities Act. The 2023A Convertible Note has an annual rate of return of six and one-half percent (6.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of securities sold in this offering, at the Maturity Date of the 2023A Convertible Note.

The 2023A Convertible Note shall mature nine (9) months from the closing date of the 2023A Convertible Note Offering (the “Maturity Date”). The outstanding principal balance of the 2023A Convertible Note and all accrued interest shall automatically convert into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective.

As of February17, 2023, $100,000 of the 2023A Convertible Note have been sold. No offers are being taken as a result of the filing of this registration statement.

2023B Convertible Note Offering

On August4, 2023, we closed a private placement (the “2023B Convertible Note Offering”) of a convertible note (the “2023B Convertible Note”) to an accredited investor pursuant to Rule 506 of Regulation D of the Securities Act. The 2023B Convertible Note has an annual rate of return of twelve and one-half percent (12.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of securities sold in this offering, at the Maturity Date of the 2023B Convertible Note.

The 2023B Convertible Note shall mature nine (9) months from the closing date of the 2023B Convertible Note Offering (the “Maturity Date”). The outstanding principal balance of the 2023B Convertible Note and all accrued interest shall automatically convert into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective.

As of August4, 2023, $150,000 of the 2023B Convertible Note have been sold. No offers are being taken as a result of the filing of this registration statement.

2023C Convertible Note Offering

On October13, 2023, we closed a private placement (the “2023C Convertible Note Offering”) of a convertible note (the “2023C Convertible Note”) to an accredited investor pursuant to Rule 506 of Regulation D of the Securities Act. The 2023C Convertible Note has an annual rate of return of twelve and one-half percent (12.5%) per annum, payable as a Payment-in-Kind in the Company’s common stock valued, at a price equal to sixty five percent (65%) of the per share price of securities sold in this offering, at the Maturity Date of the 2023C Convertible Note.

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The 2023C Convertible Note shall mature nine (9) months from the closing date of the 2023C Convertible Note Offering (the “Maturity Date”). The outstanding principal balance of the 2023C Convertible Note and all accrued interest shall automatically convert into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective. As of October13, 2023, $43,200 of the 2023C Convertible Note have been sold. No offers are being taken as a result of the filing of this registration statement.

Item 16. Exhibits and Financial Statement Schedules.

Exhibit No.	Description
1.1**	Form of Underwriting Agreement
3.1*	Articles of Continuance
3.2*	Articles of Incorporation, dated October 13, 2022
3.3*	Bylaws
4.1*	Specimen Common Stock Certificate
4.2**	Form of Representative’s Warrant
4.3*	2023 Equity Incentive Plan
5.1**	Opinion of [•]
10.1**	IP License Out (Nutrition & Ice Cream) Agreement, effective March 1, 2023, by and between Conopco, Inc., d/b/a Unilever, and BR Brands Ltda. (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)
10.2**	IP License Out (Foods) Agreement, effective December 1, 2022, by and between Unilever Brasil Ltda. and BR Brands Ltda. (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)
10.3**	IP License Out (Nutrition & Ice Cream) Agreement, effective July 1, 2023, by and between Unilever IP Holdings B.V. and BR Brands Ltda. (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)
10.4**	IP License Out (Nutrition & Ice Cream) Agreement, effective March 1, 2023, by and between Mae Terra Produtos Naturais Ltda. and BR Brands Ltda. (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)
10.5**	Intellectual Property Rights Licensing Agreement, dated as of July 20, 2021, by and between Unilever Brasil Ltda., Knorr-Nahrmittel Aktiengesellschaft and BR Brands Ltda. (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)
10.6*	Form of Convertible Note for 2023A Convertible Note Offering
10.7*	Form of Convertible Note for 2023B Convertible Note Offering
10.8*	Form of Convertible Note for 2023C Convertible Note Offering
10.9*	Employment Agreement, dated June 30, 2023, by and between BRB Foods Ltd, BR Brands S.A. and Bruno Bonifacio
10.10*	Employment Agreement, dated June 30, 2023, by and between BRB Foods Ltd, BR Brands S.A. and Paulo Bonifacio
10.11*	Employment Agreement, dated June 30, 2023, by and between BRB Foods Ltd, BR Brands S.A. and Fabio Farina
14.1**	Code of Business Conduct and Ethics
21.1*	List of Subsidiaries of Registrant
23.1*	Consent of Russell Bedford GM Auditores Independentes S/S
23.2**	Consent of [•] (included in Exhibit 5.1)
24.1**	Power of Attorney (included on the signature page of this Registration Statement)
99.1**	Audit Committee Charter
99.2**	Compensation Committee Charter
99.3**	Nominating and Corporate Governance Committee Charter
99.4**	Opinion of [•] regarding certain Brazil legal matters
107*	Filing Fee Table

____________

*Filed herewith.

**To be filed by amendment.

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Item 17. Undertakings.

(a)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b)The undersigned Registrant hereby undertakes that:

(1)For File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(a)Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(c)Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective.

(3)For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of São Paulo, Brazil, on January17, 2024.

BRB FOODS INC.
By:	/s/ Bruno Bonifacio
	Name:	Bruno Bonifacio
	Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruno Bonifacio his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Person	Title	Date
/s/ Bruno Bonifacio	Chief Executive Officer and Director	January17, 2024
Bruno Bonifacio	(Principal Executive Officer)
/s/ Paulo R. Bonifacio	President	January17, 2024
Paulo R. Bonifacio
/s/ Fabio L. Farina	Chief Financial Officer and Director	January17, 2024
Fabio L. Farina	(Principal Financial and Accounting Officer)
/s/ Joel A. Gallo	Director	January17, 2024
Joel A. Gallo

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EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

 

 

EX-3.3

Exhibit 3.3

CORPORATE BYLAWS

of

BRB FOODS LTD.

ARTICLE I

Company Formation

1.01. FORMATION. This Corporation is formed pursuant to the the laws of the State of Delaware.

1.02. CORPORATE CHARTER COMPLIANCE. The Board of Directors (the “Board”) acknowledges and agrees that they caused Articles of Incorporation to be filed with the relevant state authority and all filing fees have been paid and satisfied.

1.03. REGISTERED OFFICE & REGISTERED AGENT. The registered office of the corporation shall be as stated in the Articles of Incorporation, unless amended. The address of the registered office may be changed from time to time. The Corporation must maintain a statement of acceptance from the Corporation’s current registered agent.

1.04. OTHER OFFICES. The Corporation may have other offices as selected by the Board.

1.05. CORPORATE SEAL. The Board may adopt a corporate seal with the form and inscription of their choosing. The adoption and use of a corporate seal is not required.

1.06. PURPOSE. This Corporation is formed to engage in any lawful business purpose.

1.07. ADOPTION OF BYLAWS. These corporate bylaws are adopted on behalf of the Corporation.

ARTICLE 2

Board of Directors

2.01. INITIAL MEETING OF THE BOARD. The Board has conducted and completed the initial meeting necessary to begin the business operations of the Corporation, including the adoption of these Bylaws.

Corporate Bylaws - Page 1 of 16

2.02. POWERS AND NUMBERS. The management of all the Corporation’s affairs, property, and interests shall be managed by or under the direction of the Board. The Board of the Corporation shall be comprised of the number of directors listed in the Articles of Incorporation, unless expressly altered by these Bylaws. The Board consists of members who are elected for a term of one (1) year, and hold office until their successors are duly elected and qualified at the following annual shareholder meeting. Directors need not be shareholders or residents of the state in which the Corporation was formed.

2.03. DIRECTOR LIABILITY. Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If a director acts in such a manner, then they shall be immune from liability arising from official acts on behalf of the Corporation.

Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper distributions and as may otherwise be described in these Bylaws.

2.04. CLASSES OF DIRECTORS. Until such time as these Bylaws are accordingly amended, the Corporation does not have classes of directors, and does not elect to have staggered terms.

2.05. CHANGE OF NUMBER. The number of directors may be increased or decreased at any time by amendment of these Bylaws, pursuant to the process outlined in Article 10 of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director. In the event the established number of directors is decreased, the directors shall hold their positions until the next shareholder meeting occurs and new directors are elected and qualified.

2.06. ELECTION & REMOVAL OF DIRECTORS. Directors are to be voted on and elected at each annual shareholder meeting, unless a special meeting is expressly called to remove a director and/or fill a vacancy. Any member(s) of the Board, including the entire Board, may be removed by an affirmative vote by the holders of a majority of shares entitled to vote at any meeting of shareholders called expressly for that purpose. In the event that a director is elected, but is not yet qualified to hold office, then the previous director shall holdover until such time that the newly elected director is so qualified.

2.07. VACANCIES. All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining directors, provided that any such director who fills a vacancy is qualified to be a director and shall only hold the office until a new director is elected by the shareholders at the next meeting of the shareholders. Any vacancy to be filled due to an increase in the number of directors may be filled by the Board for a term lasting until the next annual election of directors by the shareholders at the annual meeting or a special meeting called for the purpose of electing directors. Any director elected by the shareholders to fill a vacancy which results from the removal of a director shall serve the remainder of the annual term of the removed director and until a successor is elected by the shareholders and qualified.

Any director who fills a vacancy on the Board shall not be considered unqualified or disqualified solely by virtue of being an interim director.

Corporate Bylaws - Page 2 of 16

2.08. REGULAR MEETINGS. The meetings of the Board or any committee may be held at the Corporation’s principal office or at any other place designated by the Board or its committee, including by means of remote communication. The annual meeting of the Board will be held without notice immediately after the adjournment of the annual meeting of shareholders.

2.09. SPECIAL MEETINGS. Special meetings of the Board may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary, or Treasurer, or at least two directors. Any special meeting of the Board must be preceded by at least forty-eight hours’ notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise.

2.10. ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may be taken at a meeting of the Board, or its committee, may be taken without a meeting, provided all directors or committee members unanimously agree, and such unanimous consent is filed with the minutes of the proceeding and sets forth the action taken taken by the Board.

2.11. NOTICE OF MEETINGS. The regular meetings of the Board shall be held without notice of the date, time, place, or purpose of the meeting, provided the meeting of the Board follows the adjournment of the annual shareholder meeting. Notice may be given personally, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 8 of these Bylaws. Oral notification is sufficient only if a written record of the notice is included in the Corporation’s minute book. Notice is effective at the earliest of:

a. Receipt;

b. Delivery to the proper address or telephone number of the director(s) as shown in the Corporation’s records; or

c. Five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.

2.12. QUORUM. A simple majority of the Board constitutes a quorum, and a quorum is necessary at all meetings to constitute a quorum to transact business.

2.13. DIRECTORS, MANNER OF ACTING. The act of the majority of the Board present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Articles of Incorporation require a greater percentage.

2.14. WAIVER OF NOTICE. A director waives the notice requirement if that director attends or participates in the meeting, unless a director attends for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. A director may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes before or after the meeting.

2.15. REGISTERING DISSENT. A director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action, unless the director expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed with the meeting’s acting Secretary before its adjournment, or forwarded by registered mail to the Corporation’s Secretary within twenty-four (24) hours after the meeting’s adjournment. These options for dissent do not apply to a director who voted in favor of the action or failed to express such dissent at the meeting.

Corporate Bylaws - Page 3 of 16

2.16. EXECUTIVE AND OTHER COMMITTEES. The Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board. All committees must record regular minutes of their meetings and keep the minute book at the corporation’s office. The creation or appointment of a committee does not relieve the Board or its members from their standard of care described in Section 2.03 of these Bylaws.

Notwithstanding the power to create committees, no committee may be empowered to issue shares, recommend shareholder actions, nor amend these Bylaws.

2.17. REMUNERATION. The Board may adopt a resolution which results in directors being paid a reasonable compensation for their services rendered as directors of the Corporation. Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meeting of such Board. Nothing contained in these Bylaws precludes a director from receiving compensation for serving the Corporation in any other capacity, including any services rendered as an officer or employee. If the Board accordingly passes a resolution, then committee members may be allowed like compensation for attending committee meetings.

A resolution of the Board that grants compensation to a director may be challenged by a shareholder, provided the shareholder requests a special shareholder meeting specifically addressing the resolution related to director compensation. Any Board resolution that relates to director compensation can be overturned by a majority vote of shareholders.

2.18. LOANS. The Corporation may not make loans to the directors, unless first approved by the holders of two-thirds of the voting shares. The Corporation may not make loans secured by its own shares.

2.19. ADVANCE EXPENSE. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding which arises from the business operations of the Corporation.

2.20. INDEMNIFICATION. Provided the director complies with the standard of care described in Section 2.03 of these Bylaws, the Corporation shall indemnify any director made a party to a proceeding, brought or threatened, as a consequence of the director acting in their official capacity.

2.21. ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of a telephone or video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Corporate Bylaws - Page 4 of 16

ARTICLE 3

Shares

3.01. AUTHORITY TO ISSUE. The Corporation is authorized to issue any class of shares or securities convertible into shares of any class. Before any shares of the Corporation may be issued, the Board must pass a resolution which authorizes the issuance, sets the minimum consideration for the shares or security (or a formula to determine the minimum consideration), and fairly describes any non-monetary consideration. The authorized number of shares shall be as listed in the Corporation’s Articles of Incorporation.

3.02. RESTRICTIONS. Shares may only be issued in accordance with the Corporation’s Articles of Incorporation, and through the process described in these Bylaws. Any issuance of shares in excess of the amount described in the Articles of the Corporation must be authorized by the Board and approved by the affirmative vote by a majority of shareholders. Any restriction on the transferability of shares shall be fully furnished to the shareholder, upon shareholder request, and without any charge to the shareholder.

No shareholder has a preemptive right to subscribe to any subsequent or additional issuance of shares.

3.03. SHARE CERTIFICATES. The Corporation need not provide shareholders any share certificates that certify the shares of the Corporation’s shares held by the shareholder. Consequently, the Board may authorize the issuance of some or all shares of any class or series of shares without certificates, provided that the Board shall provide to a shareholder, upon that shareholder’s request, a written statement that contains the information required to be on share certificates.

If share certificates are issued, then each share certificate must contain on its face:

a. The name and state of formation of the Corporation;

b. The name of the shareholder (or person to whom the shares are issued);

c. The class of shares and the number of shares it represents;

d. The signature of the president, vice president, chief executive officer, chief operating officer, chief financial officer, chairman of the Board, or vice-chairman of the Board; and

e. The counter signature of the Secretary, assistant secretary, treasurer, assistant treasurer, or any other officer.

For the sake of clarity, in the event that an individual serves multiple roles within the Corporation, that person cannot countersign any document which that person has already signed in their official or individual capacity. If an officer who has signed or whose facsimile signature appears on any share certificate ceases to be an officer before the certificate is issued to the shareholder, it may be issued by the Corporation and is valid as if the person were an officer on the date of issuance. The certificate may be sealed with the Corporation’s seal.

Corporate Bylaws - Page 5 of 16

3.04. MUTILATED, LOST, OR DESTROYED CERTIFICATES. In the instance of any mutilation, loss, or destruction of any share certificate, another may be issued in its place on proof of such mutilation, loss or destruction. The Board may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation. The Board may establish other procedures as they deem necessary.

3.05. FRACTIONAL SHARES OR SCRIP. The Corporation may:

a. Issue fractions of a share which entitle the holder to exercise voting rights, to receive dividends, and to participate in any of the Corporation’s assets in the event of liquidation;

b. Arrange for the disposition of fractional interests by those entitled thereto;

c. Pay the fair market value, in cash, of fractions of a share as of the time when those entitled to receive such shares are determined; or

d. Issue scrip in a form which entitles the holder to receive a certificate for the full share upon surrender of such scrip aggregating a full share.

3.06. TRANSFER. So long as there is no transferability restriction on the shares, as described in Section 3.02 of these Bylaws, the shares of the Corporation are freely transferable. Transfers of shares must be made upon the corporation’s share transfer books. Share transfer books shall be kept in the manner described in Article 7 of these Bylaws.

Before a new certificate is issued, the old certificate must be surrendered for cancellation. The Board may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.

3.07. REGISTERED OWNER. The Corporation shall recognize an individual as the registered owner of given shares, provided that individual is determined as the shareholder of record by the record date as set out in Sections 4.08 and 4.09 of these Bylaws. Shareholders may agree to confer the right to vote or represent their shares to third parties, including trustees, proxies, or fiduciaries. The Board may resolve to adopt a procedure by which a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the shareholder’s name are held for the account of a specified person or persons. The resolution must set forth:

a. The classification of shareholders who may certify;

b. The purpose or purposes for which the certification may be made;

c. The form of certification and information to be contained therein;

d. If the certification is with respect to a record date or closing of the share transfer books, the date within which the certification must be received by the Corporation; and

e. Other provisions with respect to the procedure as are deemed necessary or desirable.

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Upon receipt of a certification complying with this procedure, the Corporation must treat the persons specified in the certification as the holders of record for the number of shares specified in place of the shareholder making the certification.

3.08. CLASSES OR SERIES OF SHARES. Until such time that these Bylaws are amended accordingly, the shares of the Corporation are not classified, and are not in series. In the event the Board decides to classify or reclassify the shares or alter any shareholder rights or restrictions, then the Board shall cause an Amendment to its Articles of Incorporation to be filed with the relevant state authority. The Amendment to the Articles of Incorporation shall describe the rights and restrictions which are being modified or altered, along with a statement (if any) that the shares have been classified or reclassified. The Amendment to the Articles of Incorporation must be acknowledged and signed by either a director or an executive officer on behalf of the Board.

3.09. SHARES OWNED BY THE CORPORATION. Shares owned by the Corporation in another corporation may be voted by the officer, agent, or proxy chosen by the Board or, in the absence of such determination, by the President of the Corporation. The power to vote such shares is vested in the Board, however, the President is authorized to vote on the Corporation’s behalf, only in the absence of a Board decision on how to vote. If the Board does render a decision related to the vote of shares, then the President is bound by the Board’s decision.

The Corporation may vote or represent shares that it holds in itself, provided the Corporation holds such shares in a fiduciary capacity. If the Corporation holds shares in itself in such a fiduciary capacity, then such shares shall be counted in determining the total number of outstanding shares at a given time. If the Corporation holds shares in itself in a non-fiduciary capacity, then such shares shall be construed as authorized but unissued shares, and may not be represented or voted at a meeting of the shareholders.

ARTICLE 4

Shareholders

4.01. SHAREHOLDER MEETING PLACE. All shareholder meetings must be held at the Corporation’s principal office or other place predetermined by the Board. Shareholders may participate in the meeting by means telephonic or video conference, provided the participants can hear each other in real time.

4.02. ANNUAL MEETING TIME. The annual shareholder meeting for the election of directors and the transaction of such other business properly before the meeting, must be held each year on October 15, at the hour of 3 p.m. If that date is a legal holiday, then the meeting must be held on the day following, at the same hour.

4.03. ANNUAL MEETING – ORDER OF BUSINESS. The order of business at the annual shareholder meeting is as follows:

a. Calling the meeting to order;

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b. Proof of notice of meeting (or filing of waiver);

c. Reading of minutes of last annual meeting;

d. Officer reports;

e. Committee reports;

f. Election of directors;

g. Disclosures to Shareholders;

h. Miscellaneous business.

4.04 SPECIAL MEETINGS. Special shareholder meetings, for any purpose, may be called at any time by the President, the Board, or the Secretary. The Secretary may only call a special shareholder meeting if the Secretary has received a written request from the holders of at least one-tenth of all shares entitled to vote at the meeting.

4.05. NOTICE. The Secretary shall cause notice to be given to each shareholder of record at least ten (10) days, but no more than sixty (60) days, before the shareholders’ meeting. Notice shall be by writing, electronic transmission, or by personal delivery, and shall state the time, place, and purpose of the meeting (including instructions for how to remotely or electronically attend and participate). Notice is considered given to a shareholder when it is personally provided to the shareholder, left at the shareholder’s residence or usual place of business, mailed to the shareholder’s address of record, or by electronic transmission to the shareholder’s address or number of record on file with the Corporation. A single notice may be delivered to multiple shareholders sharing the same address, unless the Corporation receives a request from a shareholder that more than a single notice be delivered.

Notice by electronic transmission shall be considered ineffective if the Corporation is unable to deliver two consecutive notices and the individual responsible for sending notices to shareholders is made aware of the delivery failures. A shareholder meeting, and any actions taken by shareholders, shall not be invalidated due to an inadvertent failure to deliver notice.

4.06. WAIVER OF NOTICE. A shareholder who is entitled to notice may waive the notice requirement if they provide a signed written waiver of the required notice, before or after the stated meeting time, or the shareholder is present at the meeting in person or by proxy.

4.07. ADJOURNED MEETING. If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place if the new date, time, and place is announced at the meeting before adjournment. But if the adjournment is for more than thirty (30) days or if a new record date for the adjourned meeting is, or must be fixed, then notice must be given pursuant to the requirements of Section 4.05, to those persons who are shareholders as of the new record date.

4.08. SHAREHOLDER LIST. At least ten (10) days before each shareholder meeting, a complete record of the shareholders entitled to vote at the meeting must be made and maintained in the books and records of the Corporation. This list must be arranged by voting group (if any), in alphabetical order, and include number of shares held by and the address of each shareholder and in a legible and reproducible format. This record must be kept on file at the Corporation’s principal office for a period of ten (10) days prior to the meeting. The records must also be kept open for inspection at shareholder meetings.

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4.09. CLOSING OF TRANSFER BOOKS & FIXING RECORD DATE. In order to determine which shareholders are entitled to notice of or to vote at any shareholder meeting, or any adjournment thereof, or entitled to receive payment of any dividend, the Board may require that the share transfer books must be closed for not more than twenty (20) days prior to the meeting.

Instead of closing the share transfer books, the Board may fix in advance a record date for determination of such shareholders. The record date must not be more than seventy (70) days or less than ten (10) days prior to the date of the meeting, adjournment, or payment.

4.10. SHAREHOLDER LIABILITY. Shareholders shall not be personally liable for the debts and acts of the Corporation solely due to the fact that the shareholders own shares of the Corporation. Nevertheless, shareholders are personally liable to the Corporation or its creditors for any delinquencies in payments of the agreed upon price or consideration for the shares. In the event that a subscription price or consideration for shares has not been fully paid, the following people are not personally liable for the unpaid balance:

a. A transferee or assignee who acquires the shares or subscription in good faith and without knowledge or notice of the nonpayment;

b. A person who holds the shares as a fiduciary, although the estate in the hands of the fiduciary is liable for the nonpayment; and

c. A pledgee or other person who holds shares as security.

4.11. VOTING RIGHTS. Each outstanding share is entitled to one (1) vote on each matter submitted to a vote at a shareholder meeting, provided the shares are held in compliance with any payment plan, subscription, share purchase agreement, or fiduciary capacity.

Agreements between or among the shareholders of the Corporation which may limit, restrict, or otherwise affect the normal governance or operations of the Corporation, directors, officers, or shareholders are permitted. For the sake of clarity and to avoid future confusion, “normal governance or operations” shall include the rights to call meetings, vote on matters, and take action on behalf of the Corporation.

4.12. VOTING FOR DIRECTORS. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

4.13. PROXIES. A shareholder may vote either in person or by proxy, signed in writing by the shareholder or the shareholder’s duly authorized attorney-in-fact. No proxy is valid after eleven (11) months from the date signed, unless the proxy states otherwise. A proxy is revocable by a shareholder at any time, unless the proxy states that it is irrevocable and is coupled with an interest.

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4.14. QUORUM. When a majority of all outstanding shares which may vote on a given matter is present, in person or by proxy, a quorum exists for the purposes of the matter subjected to a vote. If a quorum is present at a shareholder meeting, then a majority vote of all shares comprising the quorum at the meeting is sufficient to approve or deny any matter properly brought before the meeting.

4.15. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action which may be taken at any annual or special shareholder meeting may be taken without a meeting and without prior notice if one or more shareholders entitled to vote on the matter consent to the action in writing, setting forth the action so taken and at least the minimum number of votes necessary to take such action. Such consent must also be signed by all the shareholders which support such action and consent. In the event any consent to action without a shareholder meeting is submitted to the Corporation is deficient under this Section of these Bylaws, the Corporation may notify shareholders of the pending action.

4.16. CORPORATION’S ACCEPTANCE OF VOTES. The Corporation shall accept votes by the shareholders in the following manner:

a. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholders.

b. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

i. the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

ii. the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

iii. the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

iv. the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;

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v. two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

c. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

d. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

e. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

ARTICLE 5

Officers

5.01. DESIGNATIONS. The Corporation shall have a President, a Secretary, and a Treasurer, who will be elected by the directors at their first meeting after the annual shareholder meeting. The Corporation may also have one or more Vice-Presidents (one shall serve as Executive Vice-President) and Assistant Secretaries and Assistant Treasurers as the Board may designate. Per these Bylaws, an elected officer will hold office for one year or until a successor is elected and qualified. The same person may hold any two or more offices concurrently, except the offices of President, Vice-President, and Secretary shall be held by separate individuals.

5.02. APPOINTMENT AND TERM OF OFFICE. The officers of the Corporation shall be appointed by the Board for a term as determined by the Board. The designation of a specified term grants to the officer no contractual rights, and the Board can remove the officer at any time prior to the termination of such term. If no term is specified, they shall hold office until they resign, die, or until they are removed in the manner provided in Section 5.03.

5.03. REMOVAL OF OFFICERS. Any officer or agent may be removed by the Board at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

5.04. THE PRESIDENT. The President shall preside over all meetings of shareholders and directors, shall have general supervision of the Corporation’s affairs, and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board.

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5.05. VICE PRESIDENT. During the absence or disability of the President, the Executive Vice-President (if any) may exercise all functions of the President. Each Vice-President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board. If there is no Vice President, then the Treasurer shall perform such duties of the President.

5.06. SECRETARY AND ASSISTANT SECRETARIES. The Secretary must:

a. Issue notices for all meetings and actions of the Board or shareholders;

b. Accept all requests for special meetings of the Board or shareholders;

c. Accept all notices of proxy appointments and revocations;

d. Keep the minutes of all meetings;

e. Accept delivery of any dissent announced at any meeting of the Board or shareholders;

f. Acknowledge and execute any share certificates;

g. Have charge of the corporate seal and books; and

h. Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board of Directors.

The Assistant Secretary, or Assistant Secretaries (in the order designated by the Board), will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board.

5.07. THE TREASURER. The Treasurer shall:

a. Have custody of the Corporation’s monies and securities and maintain regular books of account;

b. Disburse the Corporation’s funds in payment of the just demands against the Corporation or as may be ordered by the Board, taking proper vouchers for such disbursements; and

c. Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board.

The Assistant Treasurer, or Assistant Treasurers (in the order designated by the Board), must perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board.

5.08. DELEGATION. In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, director, or other person, subject to Section 5.01 of these Bylaws. Vacancies in any office arising from any cause may be filled by the Board, subject to Section 5.01 of these Bylaws, at any regular or special board meeting.

5.09. OTHER OFFICERS. The Board may appoint other officers and agents as it deems necessary or expedient. The term, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment.

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5.10. LOANS. No loans may be made by the Corporation to any officer, unless first approved by a two-thirds majority vote of all the outstanding the voting shares entitled to vote on the matter.

5.11. BONDS. The Board may resolve to require any officer to give bonds to the Corporation, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their offices and compliance with other conditions as required by the Board.

5.12. SALARIES. Officers’ salaries will be fixed from time to time by the Board. Officers are not prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

5.13. INDEMNIFICATION. Officers shall be indemnified by the Corporation, so long as the officer acted in a manner substantially similar to and consistent with the standard of care for directors, as described in Section 2.03 of these Bylaws. Any officer indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer’s acts on behalf of the Corporation.

ARTICLE 6

Capital & Finance

6.01. DIVIDENDS. Dividends may be declared by the Board and paid by the Corporation out of the net earnings of the corporation unreserved and unrestricted earned surplus of the Corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the Corporation, subject to the conditions and limitations imposed by the state of formation. The share transfer books may be closed by the Board pursuant to Sections 3.07 and 4.08 of these Bylaws. The Board, without closing the Corporation’s books, may declare dividends payable only to holders of record at the close of business on any business day not more than ninety (90) days prior to the date on which the dividend is paid.

6.02. RESERVES. The Board may, in its absolute discretion, set aside out of the Corporation’s earned net surplus, such sum or sums as it deems expedient for dividend, maintaining any corporate property, or any other purpose, before making any distribution of earned surplus.

6.03. DEPOSITORIES. The Corporation’s monies must be deposited in the Corporation’s name in a bank or trust company or trust companies designated by resolution of the Board. Corporate monies may be drawn out only by check or other order for payment signed by such persons and in such manner as may be determined by resolution of the Board.

ARTICLE 7

Books and Records

7.01. MEETING MINUTES. As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of its shareholders and Board.

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7.02. SHAREHOLDER LIST. The Corporation must keep a list of its shareholders, including the names and addresses of all shareholders and the number and class of the shares held by each at its registered office or principal place of business, or at the office of its transfer agent or registrar.

7.03. ACCOUNTING RECORDS. The Corporation shall maintain appropriate accounting records.

7.04. OTHER RECORDS. The Corporation shall keep a copy of the following records at its principal office:

a. its Articles of Incorporation, as originally filed, and as currently in effect;

b. a copy of these Bylaws currently in effect;

c. the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;

d. all written communications within the past three (3) years to shareholders as a group;

e. a list of the names and business addresses of its current officers and directors;

f. its most recent annual report delivered to the relevant state authority; and

g. all quarterly or annual financial statements (balance sheet and income statement) prepared for periods ending during the last three (3) years.

7.05. LEGIBILITY OF RECORDS. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

7.06. RIGHT TO INSPECT. Any shareholder or shareholder representative has the right, upon written request delivered to the Corporation, to inspect and copy during usual business hours the following documents of the Corporation:

a. These Bylaws;

b. Minutes of the shareholder proceedings;

c. Annual statements of affairs;

d. Any voting trust agreements; and

e. Any documents kept in accordance with Article 7 herein.

The Corporation acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall attach to the Secretary as part of the duties described in Section 5.06 of these Bylaws.

7.07. ENHANCED INSPECTION. Any individual or group which comprises at least five (5) percent of the outstanding shares, may submit to the Corporation a written request to inspect and copy the following documents during usual business hours:

a. The books of account and share ledger of the Corporation;

b. The statement of affairs for the Corporation; and

c. The list of shareholders.

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ARTICLES 8

Notices

8.01. MAILING OF NOTICE. Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the fifth business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient’s last known address in the records of the Corporation.

8.02. E-NOTICE PERMITTED. Any communications required by these Bylaws, or any other laws, may be made by digital or electronic transmission to the recipient’s known electronic address or number as known to the Corporation at the time of notice.

8.03. DUTY TO NOTIFY. All shareholders, directors, officers, employees, and representatives of the Corporation are required to notify the Corporation of any changes to the individual’s contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Corporation that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective.

ARTICLE 9

Special Corporate Acts

9.01. EXECUTION OF WRITTEN INSTRUMENTS. All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Corporation must be executed by the President to bind the Corporation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds which are subject to Section 9.02 of these Bylaws.

9.02. SIGNING OF CHECKS OR NOTES. All authorizations to distribute, pay, or immediately draw upon the financial resources of the Corporation must be signed by the Treasurer, including any expense reimbursement or compensation payments to directors, officers, employees, representatives, service providers, or contractors of the Company.

9.03. SPECIAL SIGNING POWERS. To duly bind the Corporation to an agreement or instrument in the event the President holds an interest which exists outside of the capacity of being President, then any agreement involving such interest must be signed by an officer pursuant to either Section 5.05 or 9.02 of these Bylaws.

9.04. SHAREHOLDER APPROVAL. Shareholder approval is required prior to any merger, consolidation, share-exchange, conversion, or dissolution, and any loans provided under Sections 2.18 or 5.10 of these Bylaws. In the event of any dissent by shareholders, the Corporation must comply with Section 9.05 of these Bylaws.

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Until these Bylaws require otherwise, no shareholder approval is required to acquire, transfer, exchange, sell, or dispose of any assets of the Corporation in the ordinary course of business or after dissolving the Corporation.

9.05. DISSENTER RIGHTS. Shareholders are entitled to dissent from, and obtain fair value payment for shares held in the event of, any corporate actions requiring shareholder approval under Section 9.04 of these Bylaws. In the event a corporate action that will create dissenter rights under this Section of these Bylaws occurs, the Corporation shall deliver notice to all shareholders that a corporate action has occurred or will occur that entitles the shareholder to assert their dissenter rights under these Bylaws. These options for dissent do not apply to a shareholder who voted in favor of the action or failed to express such dissent at the meeting.

ARTICLE 10

Amendments

10.01. BY SHAREHOLDERS. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the voting shares issued and outstanding at any regular or special shareholder meeting.

10.02. BY DIRECTORS. The Board of Directors has the power to make, alter, amend, and repeal the Corporation’s Bylaws. Any alteration, amendment, or repeal of the Bylaws, may be changed or repealed by the holders of a majority of the shares entitled to vote at any shareholders meeting.

10.03. EMERGENCY BYLAWS. The Board of Directors may adopt emergency Bylaws, subject to a vote to repeal or modify by the shareholders, which operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States or a nuclear or atomic disaster.

10.04. COMPLIANCE WITH STATE LAW. Any amendment to the Corporation’s Articles of Incorporation or these Bylaws shall be consistent with laws of the state of formation.

These Bylaws are adopted by resolution of the Corporation’s Board of Directors on this 13th day of November, 2022.

F. EDUARDO PARREIRA

Director

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EX-4.1

Exhibit 4.1

 

EX-4.3

Exhibit 4.3

BRB FOODS LTD.

2023 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are:

● to attract and retain the best available personnel for positions of substantial responsibility,

● to provide additional incentive to Employees, Directors and Consultants, and

● to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4.

(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units.

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” for termination of a Participant’s relationship as a Service Provider will exist (unless another definition is provided in an applicable Option Agreement, Restricted Stock Award Agreement, employment agreement or other applicable written agreement) if the Participant’s status as a Service Provider is terminated for any of the following reasons: (i) any material breach by Participant of any material written agreement between Participant and the Company and Participant’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s duties and Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer and Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Participant’s commission of or participation in an act of fraud against the Company; (vii) Participant’s intentional material damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Participant’s death or disability. The determination as to whether a Participant has been terminated for Cause shall be made in good faith by the Administrator and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, affiliate, or any successor thereto, if appropriate.

(g) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control. For purposes of this clause (i), if any Person has ownership of the stock of the Company that constitutes more than 50% of the total voting power of the stock of the Company, the acquisition of additional voting stock of the Company by the same Person will not be considered a Change in Control; or

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; or

2

For purposes of this Section 2(g), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent an Award is subject to Code Section 409A, a transaction will not be deemed a Change in Control unless the transaction also qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time, solely to the extent necessary to avoid adverse tax consequences under Code Section 409A.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (I) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (II) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(i) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof.

(j) “Common Stock” means the common stock of the Company.

(k) “Company” means BRB Foods Ltd., a Delaware corporation, or any successor thereto.

(l) “Consultant” means any person, including an advisor, engaged by the Company or any Parent or Subsidiary of the Company to render services to such entity.

(m) “Director” means a member of the Board.

(n) “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(o) “Effective Date” means an even date of the adoption of this Plan by the Board.

(p) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a Director’s fee by the Company or any Parent or Subsidiary of the Company will be sufficient to constitute “employment” by the Company or such Parent or Subsidiary of the Company, as applicable.

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(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(s) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, the Fair Market Value of a Share will be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value of a Share will be determined in good faith by the Administrator.

(t) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

(u) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(v) “Option” means a stock option granted pursuant to the Plan.

(w) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(x) “Participant” means the holder of an outstanding Award.

(y) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions, and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

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(z) “Plan” means the BRB Foods Ltd. 2023 Equity Incentive Plan.

(aa) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8, or issued pursuant to the early exercise of an Option.

(bb) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(cc) “Securities Act” means the Securities Act of 1933, as amended.

(dd) “Service Provider” means an Employee, Director or Consultant.

(ee) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13.

(ff) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation Right.

(gg) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Section 13, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 600,000 Shares. The Shares may be authorized but unissued, or reacquired, Common Stock.

(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or, for Awards other than Options or Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b).

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(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to institute and determine the terms and conditions of an Exchange Program;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

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(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 18(c)), including, but not limited to, the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));

(x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii) subject to any applicable restrictions of Code Section 409A, to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award; and

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options.

(a) Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.

(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

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(d) Term of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than 10 years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five years from the date of grant or such shorter term as may be provided in the Award Agreement.

(e) Option Exercise Price and Consideration.

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair Market Value of a Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).

(ii) Waiting Period and Exercise Dates. At the time an Option is granted and as provided in the Award Agreement, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may be in the form of: (A) cash, (B) check, (C) a promissory note, to the extent permitted by Applicable Laws, (D) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion, (E) consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (F) a net exercise, (G) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (H) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

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(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (A) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (B) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13.

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will be forfeited and revert to the Plan. If after termination the Participant does not exercise the vested portion of his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is vested on the date of termination of employment or termination of services as a Service Provider. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination of employment or termination of services as a Service Provider. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise the vested portion of his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

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(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s death.. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

7. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights.

(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than 100% of the Fair Market Value of a Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.

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(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) the number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

8. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may not exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will not be entitled to receive dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. In the event any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

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(h) Return of Restricted Stock to the Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

9. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of the Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable and no later than 60 days after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

10. Exemption from or Compliance with Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

11. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, its Parent or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

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12. Limited Transferability of Awards.

(a) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant.

(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will or may no longer be relying upon the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

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(c) Change in Control. In the event of a Change in Control, each outstanding Award will be treated as the Administrator determines without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable or payable, or restrictions applicable to an Award will lapse, in whole or in part, prior to or upon consummation of such Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iv) (A) the termination of any vested and/or unvested Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly. Notwithstanding anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

14. Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation): (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

14

15. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

16. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

17. Term of Plan. The Plan shall become effective on an even date of the date of its approval by the Board (Effective Date). Unless sooner terminated under Section 18, it will continue in effect for a term of 10 years from the later of (a) the Effective Date, and (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

18. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment of the Plan will adversely affect the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

15

20. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

21. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

22. Information to Participants. Beginning on the earlier of (a) the date that the aggregate number of Participants under this Plan is 500 or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (b) the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six months with the financial statements being not more than 180 days old and with such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.

23. Joinder. Receipt of any Award will constitute agreement by the Participant receiving such Award to be bound by all of the terms and conditions of any stockholder or other agreement applicable to such Participant, including with respect to the Award Stock, or any other Company capital stock, issuable to or held by such Participant. In furtherance thereof, if applicable, the Participant will automatically become a party to such agreement and will execute a joinder to such agreement. All of the terms of any stockholder or similar agreement are incorporated herein by reference.

(Signature Page Follows)

16

BRB Foods Ltd.

By:

Its:

Date:

17

APPENDIX A

TO

BRB FOODS LTD. 2023 EQUITY INCENTIVE PLAN

(for California residents only, to the extent required by 25102(o))

This Appendix A to the BRB Foods Ltd. 2023 Equity Incentive Plan shall apply only to the Participants who are residents of the State of California and who are receiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this Appendix A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by Applicable Laws, the following terms shall apply to all Awards granted to residents of the State of California, until such time as the Administrator amends this Appendix A or the Administrator otherwise provides.

(a) The term of each Option shall be stated in the Award Agreement; provided, however, that the term shall be no more than 10 years from the date of grant thereof.

(b) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act.

(c) If a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than 30 days following the date of the Participant’s termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months following the Participant’s termination.

Appendix A – Page 1

(d) If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than six months following the date of the Participant’s termination, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination.

(e) If a Participant dies while a Service Provider, the Option may be exercised within such period of time as specified in the Award Agreement, which shall not be less than six months following the date of the Participant’s death, to the extent the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s designated beneficiary, personal representative, or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination.

(f) No Award shall be granted to a resident of California more than 10 years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the stockholders.

(g) In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

(h) This Appendix A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A in accordance with Section 18 of the Plan.

Appendix A – Page 2

EX-10.6

Exhibit 10.6

NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE AS INTEREST OR UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY PROVIDING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

BRB FOODS, LTD.

CONVERTIBLE NOTE

$[●] [●], 2023

FOR VALUE RECEIVED, BRB Foods, Ltd., a Delaware corporation with principal place of business at 8 The Green, Suite 3, Dover, Delaware 19901, (hereinafter called “Borrower” or the “Company”), hereby promises to pay to [●] (“Holder”), the sum of [●] U.S. Dollars (US$[●]), with interest accruing at the annual rate of Six and One Half (6.5%) percent. Interest hereunder shall be payable at maturity kind, with payment in shares of the Company common stock valued at the Conversion Price (as hereinafter defined; the “PIK Shares”), or if there is no Financing Event (as hereinafter defined) such Interest shall be paid in cash. The Company and Holder collectively shall be designated for purposes of this Note as the Parties.

The principal and accrued interest pursuant to this Note shall automatically convert to shares of the Company’s common stock (the “Conversion Shares” and the PIK Shares, respectively) pursuant to the terms of the Automatic Conversion mechanism set forth in Section 1.3 below. All the Conversion Shares and PIK Shares issuable hereunder will upon issuance be fully paid and non-assessable, and free from all taxes, liens and charges with respect to the issue thereof. The Borrower shall at all times have authorized and reserved for issuance a sufficient number of shares of its common stock to provide for the payment of interest and the conversion of this Note. Delivery of the principal by the Lender to the Holder shall be evidenced by Lender’s payment of $[●] to Robinson & Cole LLP for legal fees owed to Robinson & Cole by the Company pursuant to the wire instructions set forth on Exhibit A.

The following terms shall apply to this Note:

ARTICLE I

PAYMENT RELATED PROVISIONS

1.1 Interest Payments. Borrower shall pay interest on the outstanding principal amount of this Note in PIK Shares (or if there is no Financing Event (as hereinafter defined), such Interest shall be paid in cash) on the Maturity Date. The principal amount of this Note plus any accrued and unpaid interest shall be collectively referred to herein as the “Debt.”

1.2 Repayment. This Note, including accrued interest, shall be repaid to the Holder on or before the Maturity Date as provided herein unless the Automatic Conversion provisions contained herein are satisfied in section 1.3.

1.3 Automatic Conversion. In the event the Company undergoes a Financing Event (as hereinafter defined) on or before the Maturity Date, then the outstanding principal balance of the Note and all accrued and unpaid interest (the “Conversion Amount”) shall be automatically converted into Conversion Shares (i.e., common stock of the Company) at the Conversion Price (as hereinafter defined) immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of the Company’s initial public offering effective (said initial public offering the “Financing Event”). In no event shall the Company issue fractional shares; all fractional shares shall be rounded up to the next whole share. The “Conversion Price” of securities for the Borrower shall mean a price equal to 65% of the per share price of the securities sold in the Financing Event.

1.4 Reserved.

1.5 Maturity Date: Unless earlier converted as set forth above, the outstanding principal and all accrued interest under the Notes will become due and payable on the earliest to occur of: (i) that date which is nine (9) months from the date of this Note; or (ii) an Event of Default occurs.

ARTICLE II

EVENTS OF DEFAULT

The occurrence of any of the following events of default (each, an “Event of Default”) shall, at the option of the Holder hereof, make all sums or principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, all without demand, presentment or notice, or grace period, all of which hereby are expressly waived, except as set forth below:

2.1 Breach of Covenant. The Borrower breaches any covenant or other term, or condition of this Note and such breach continues in excess of a period of thirty (30) business days after written notice to the Borrower from a Holder.

2.2 Breach of Representations and Warranties. Any representation or warranty of the Borrower made in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith shall be false or misleading in any material respect.

2.3 Receiver or Trustee. The Borrower shall make an assignment for the benefit of Holders or apply for, or consent to, the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

2.4 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of Borrowers shall be instituted by or against the Borrower.

2

ARTICLE III

REPRESENTATIONS BY HOLDER

Holder represents and warrants to Borrower as follows:

3.1 Holder has received and examined all public information, of or concerning Borrower which Holder considers necessary to making an informed decision regarding this Note. In addition, Holder has had the opportunity to ask questions of, and receive answers from, the officers and agents of Borrower concerning Borrower and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Holder deemed necessary to verify the accuracy of the information referred to herein.

3.2 Holder acknowledges and understands that (i) the proceeds of this Note will not be sufficient to provide Borrower with the necessary funds to achieve its current business plan; (ii) the Borrower does not have sufficient cash available to repay this Note; (iii) this Note will not be guaranteed, (iv) Holder bears the economic risk of never being repaid on this Note; and (v) the Borrower may use the proceeds of this Note to satisfy past payables and working capital obligations. Holder has such knowledge and experience in financial and business matters that the Holder can evaluate the merits and risks of the Holder’s investment in this Note.

3.3 Holder hereby certifies that Holder is an “Accredited Investor” (as that term is defined by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) because at least one of the following statements is applicable to Holder:

(a) Holder is an Accredited Investor because the Holder had individual income of more than $200,000 in each of the two prior calendar years and reasonably expects to have individual income in excess of $200,000 during the current calendar year.

(b) Holder is an Accredited Investor because the Holder and his or her spouse together had income of more than $300,000 in each of the two prior calendar years and reasonably expect to have joint income in excess of $300,000 during the current calendar year.

(c) Holder is an Accredited Investor because the Holder has an individual net worth, or the Holder and his or her spouse have a joint net worth of more than $1,000,000. For purposes of this Section 3.3(c), “net worth” means the excess of the Investor’s total assets at fair market value, not including the value of the Investor’s primary residence, over Investor’s total liabilities, not including the amount of indebtedness on the Investor’s primary residence that does not exceed the value of the Investor’s primary residence.

(d) Holder which is an entity is an Accredited Investor because the Holder has total assets in excess of $5,000,000.

3.4 Holder is acquiring this Note for his/her/its own account, for investment purposes only, and not with a view to the resale or distribution of all or any part thereof.

3.5 Holder acknowledges that this Note and the securities issued upon conversion thereof (a) have not been registered under applicable securities laws, (b) will be a “restricted security: as defined in applicable securities laws, (c) has been issued in reliance on the statutory exemptions from registration contemplated by applicable securities laws based (in part) on the accuracy of Holder’s representations contained herein, and (d) will not be transferable without registration under applicable securities laws, unless an exemption from such registration requirements is available.

3.6 Holder has had this Note and any other documents executed in connection herewith reviewed by their own counsel.

3

ARTICLE W

MISCELLANEOUS

4.1 Failure or Indulgency Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served and shall be deemed to be delivered upon receipt or if sent by United States mail, three (3) business days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by fax transmission (with the original sent by certified or registered mail or by overnight courier) and shall be deemed to have been delivered on the day telecopied, or by electronic mail or services such as DocuSign with acknowledged receipt by the Parties. For the purposes hereof, the addresses and fax numbers of Holder and the Borrower are as set forth in the first paragraph on Page 1 of this Note.

4.3 Definition of Note. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note may not be assigned by the Borrower without the written consent of the Holder. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns.

4.5 Cost of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof costs of collection, including attorneys’ fees.

4.6 Governing Law; Dispute Resolution; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for the United States District Court for the Southern District of New York or any New York State court sitting in New York County, New York with respect to any dispute arising out of or relating to the securities, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to the securities or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

4.7 No Amendment. This Note shall not be amended without the prior written consent of the Holder.

4.8 Reserved.

4

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name on the [●], 2023.

BRB FOODS, LTD.
By:
Title:
ACKNOWLEDGED BY THE LENDER:
Name:	[●]
Address:	[●]
This [●], 2023
By:
Title:

5

EX-10.7

Exhibit 10.7

NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE AS INTEREST OR UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY PROVIDING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

BRB FOODS, LTD.

CONVERTIBLE NOTE

$[__] August __, 2023

FOR VALUE RECEIVED, BRB Foods, Ltd., a Delaware corporation with principal place of business at 8 The Green, Suite 3, Dover, Delaware 19901, (hereinafter called “Borrower” or the “Company”), hereby promises to pay to [__] (“Holder”), the sum of [__] (US$[__]), with interest accruing at the annual rate of twelve and one-half (12.5%) percent. Interest hereunder shall be payable at maturity kind, with payment in shares of the Company common stock valued at the Conversion Price (as hereinafter defined; the “PIK Shares”), or if there is no Financing Event (as hereinafter defined) such Interest shall be paid in cash. The Company and Holder collectively shall be designated for purposes of this Note as the Parties.

The principal and accrued interest pursuant to this Note shall automatically convert to shares of the Company’s common stock (the “Conversion Shares” and the PIK Shares, respectively) pursuant to the terms of the Automatic Conversion mechanism set forth in Section 1.3 below. All the Conversion Shares and PIK Shares issuable hereunder will upon issuance be fully paid and non-assessable, and free from all taxes, liens and charges with respect to the issue thereof. The Borrower shall at all times have authorized and reserved for issuance a sufficient number of shares of its common stock to provide for the payment of interest and the conversion of this Note. Delivery of the principal by the Lender to the Holder shall be evidenced by Lender’s payment of $[__] to Robinson & Cole LLP for legal fees owed to Robinson & Cole LLP by the Company pursuant to the wire instructions set forth on Exhibit A.

The following terms shall apply to this Note:

ARTICLE I
PAYMENT RELATED PROVISIONS

1.1 Interest Payments. Borrower shall pay interest on the outstanding principal amount of this Note in PIK Shares (or if there is no Financing Event (as hereinafter defined), such Interest shall be paid in cash) on the Maturity Date. The principal amount of this Note plus any accrued and unpaid interest shall be collectively referred to herein as the “Debt.”

1.2 Repayment. This Note, including accrued interest, shall be repaid to the Holder on or before the Maturity Date as provided herein unless the Automatic Conversion provisions contained herein are satisfied in section 1.3.

1 | Page

1.3 Automatic Conversion. In the event the Company undergoes a Financing Event (as hereinafter defined) on or before the Maturity Date, then the outstanding principal balance of the Note and all accrued and unpaid interest (the “Conversion Amount”) shall be automatically converted into Conversion Shares (i.e., common stock of the Company) at the Conversion Price (as hereinafter defined) immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of the Company’s initial public offering effective (said initial public offering the “Financing Event”). In no event shall the Company issue fractional shares; all fractional shares shall be rounded up to the next whole share. The “Conversion Price” of securities for the Borrower shall mean a price equal to 65% of the per share price of the securities sold in the Financing Event.

1.4 Reserved.

1.5 Maturity Date: Unless earlier converted as set forth above, the outstanding principal and all accrued interest under the Notes will become due and payable on the earliest to occur of: (i) that date which is nine (9) months from the date of this Note; or (ii) an Event of Default occurs.

ARTICLE II
EVENTS OF DEFAULT

The occurrence of any of the following events of default (each, an “Event of Default”) shall, at the option of the Holder hereof, make all sums or principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, all without demand, presentment or notice, or grace period, all of which hereby are expressly waived, except as set forth below:

2.1 Breach of Covenant. The Borrower breaches any covenant or other term, or condition of this Note and such breach continues in excess of a period of thirty (30) business days after written notice to the Borrower from a Holder.

2.2 Breach of Representations and Warranties. Any representation or warranty of the Borrower made in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith shall be false or misleading in any material respect.

2.3 Receiver or Trustee. The Borrower shall make an assignment for the benefit of Holders or apply for, or consent to, the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

2.4 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of Borrowers shall be instituted by or against the Borrower.

2 | Page

ARTICLE III
REPRESENTATIONS BY HOLDER

Holder represents and warrants to Borrower as follows:

3.1 Holder has received and examined all public information, of or concerning Borrower which Holder considers necessary to making an informed decision regarding this Note. In addition, Holder has had the opportunity to ask questions of, and receive answers from, the officers and agents of Borrower concerning Borrower and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Holder deemed necessary to verify the accuracy of the information referred to herein.

3.2 Holder acknowledges and understands that (i) the proceeds of this Note will not be sufficient to provide Borrower with the necessary funds to achieve its current business plan; (ii) the Borrower does not have sufficient cash available to repay this Note; (iii) this Note will not be guaranteed, (iv) Holder bears the economic risk of never being repaid on this Note; and (v) the Borrower may use the proceeds of this Note to satisfy past payables and working capital obligations. Holder has such knowledge and experience in financial and business matters that the Holder can evaluate the merits and risks of the Holder’s investment in this Note.

3.3 Holder hereby certifies that Holder is an “Accredited Investor” (as that term is defined by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) because at least one of the following statements is applicable to Holder:

(a) Holder is an Accredited Investor because the Holder had individual income of more than $200,000 in each of the two prior calendar years and reasonably expects to have individual income in excess of $200,000 during the current calendar year.

(b) Holder is an Accredited Investor because the Holder and his or her spouse together had income of more than $300,000 in each of the two prior calendar years and reasonably expect to have joint income in excess of $300,000 during the current calendar year.

(c) Holder is an Accredited Investor because the Holder has an individual net worth, or the Holder and his or her spouse have a joint net worth of more than $1,000,000. For purposes of this Section 3.3(c), “net worth” means the excess of the Investor’s total assets at fair market value, not including the value of the Investor’s primary residence, over Investor’s total liabilities, not including the amount of indebtedness on the Investor’s primary residence that does not exceed the value of the Investor’s primary residence.

(d) Holder which is an entity is an Accredited Investor because the Holder has total assets in excess of $5,000,000.

3.4 Holder is acquiring this Note for his/her/its own account, for investment purposes only, and not with a view to the resale or distribution of all or any part thereof.

3.5 Holder acknowledges that this Note and the securities issued upon conversion thereof (a) have not been registered under applicable securities laws, (b) will be a “restricted security: as defined in applicable securities laws, (c) has been issued in reliance on the statutory exemptions from registration contemplated by applicable securities laws based (in part) on the accuracy of Holder’s representations contained herein, and (d) will not be transferable without registration under applicable securities laws, unless an exemption from such registration requirements is available.

3.6 Holder has had this Note and any other documents executed in connection herewith reviewed by their own counsel.

3 | Page

ARTICLE IV
MISCELLANEOUS

4.1 Failure or Indulgency Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served and shall be deemed to be delivered upon receipt or if sent by United States mail, three (3) business days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by fax transmission (with the original sent by certified or registered mail or by overnight courier) and shall be deemed to have been delivered on the day telecopied, or by electronic mail or services such as DocuSign with acknowledged receipt by the Parties. For the purposes hereof, the addresses and fax numbers of Holder and the Borrower are as set forth in the first paragraph on Page 1 of this Note.

4.3 Definition of Note. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note may not be assigned by the Borrower without the written consent of the Holder. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns.

4.5 Cost of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof costs of collection, including attorneys’ fees.

4.6 Governing Law; Dispute Resolution; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for the United States District Court for the Southern District of New York or any New York State court sitting in New York County, New York with respect to any dispute arising out of or relating to the securities, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to the securities or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

4.7 No Amendment. This Note shall not be amended without the prior written consent of the Holder.

4 | Page

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name on the __ day of August, 2023.

BRB Foods, Ltd.

By:

Title:

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EXHIBIT A

6 | Page

EX-10.8

Exhibit 10.8

NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE AS INTEREST OR UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY PROVIDING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

BRB FOODS, INC.
CONVERTIBLE NOTE

US$[●] [●], 2023

FOR VALUE RECEIVED, BRB FOODS INC., a Wyoming company with principal place of business at Rua Doutor Eduardo de Souza Aranha 387 — Conjunto 151, Sao Paulo, SP 04543-121, (hereinafter called "Borrower" or the "Company"), hereby promises to pay to [HOLDER], a company duly constituted and organized under the laws of Brazil, CNPJ/ME n° 32.085.682/0001-79, with principal place of business at the city of Sao Paulo, at Avenida Brigadeiro Faria Lima 2055, 11th floor, Jardim Paulista, 01.451-000, Brazil ("Holder"), the sum of [●] U.S. Dollars (US$[●]), with interest accruing at the annual rate of twelve and one-half (12.5%) percent. Interest hereunder shall be payable at maturity kind, with payment in shares of the Company common stock valued at the Conversion Price (as hereinafter defined; the "PIK Shares"), or if there is no Financing Event (as hereinafter defined) such Interest shall be paid in cash. The Company and Holder collectively shall be designated for purposes of this Note as the Parties.

The principal and accrued interest pursuant to this Note shall automatically convert to shares of the Company's common stock (the "Conversion Shares" and the PIK Shares, respectively) pursuant to the terms of the Automatic

NEM ESTA NOTA CONVERSIVEL NEM AS AcOES ORDINARIAS EMITIDAS, JUROS OU APOS A CONVERSAO DESTA NOTA FORAM REGISTRADAS SOB A LEI AMERICANA DE VALORES MOBILIARIOS DE 1933, CONFORME ALTERADA. NENHUMA VENDA OU ALIENAC.AO PODERA SER EFETUADA, EXCETO DE ACORDO COM UMA DECLARAcAO DE REGISTRO EFETIVA RELACIONADA A ELA OU UM PARECER DE ADVOGADO PARA 0 TITULAR QUE SEJA SATISFATORIO PARA A EMPRESA, E DESDE QUE 0 REGISTRO NAO SEJA EXIGIDO PELA LEI.

BRB FOODS, INC.
NOTA CONVERSIVEL

US$[●] [●] de 2023

POR VALOR RECEBIDO, a BRB FOODS INC., uma empresa de Wyoming com sede na Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151, Sao Paulo, SP, 04543-121 (doravante denominada "Tomador", "Mutuario", "Empresa" ou "Companhia"), compromete-se a pagar ao [●], sociedade devidamente constituida e organizada de acordo com as leis brasileiras, CNPJ/ME n° 32.085.682/0001-79 com sede na Avenida Brigadeiro Faria Lima, 2055, 11² andar, Jardim Paulista, Sao Paulo — SP, 01.451-000 ("Titular"), [●] (US$[●]), com juros acumulados a taxa anual de 12,5% (doze e meio). Os juros sera° pagos no vencimento, com pagamento em awes ordinarias da Companhia avaliadas ao Prego de Convers'ao (conforme doravante definido, as "Awes" e/ou "Awes PIK"), ou, caso n'ao haja Evento de Liquidez (conforme doravante definido), tais Juros sera° pagos em dinheiro. A Companhia e o Titular sera° designados coletivamente para os fins desta Nota como as Panes.

O principal e os juros vencidos nos termos desta Nota sera° automaticamente convertidos em awes ordinarias da Companhia (as "Awes de Convers'ao" e as Agoes PIK, respectivamente) de acordo com os termos do mecanismo de

Conversion mechanism set forth in Section 1.3 below. All the Conversion Shares and PIK Shares issuable hereunder will upon issuance be fully paid and non-assessable, and free from all taxes, liens, and charges with respect to the issue thereof. The Borrower shall at all times have authorized and reserved for issuance a sufficient number of shares of its common stock to provide for the payment of interest and the conversion of this Note. Delivery of the principal by the Lender to the Holder shall be evidenced by the Company pursuant to the wire instructions set forth on Exhibit A — Wire Transfer Instructions.

ARTICLE I - PAYMENT RELATED PROVISIONS

1.1 Interest Payments. Borrower shall pay interest on the outstanding principal amount of this Note in PIK Shares (or if there is no Financing Event (as hereinafter defined), such Interest shall be paid in cash) on the Maturity Date. The principal amount of this Note plus any accrued and unpaid interest shall be collectively referred to herein as the "Debt."

1.2 Repayment. This Note, including accrued interest, shall be repaid to the Holder on or before the Maturity Date as provided herein unless the Automatic Conversion provisions contained herein are satisfied in section 1.3.

1.3 Automatic Conversion. In the event the Company undergoes a Financing Event (as hereinafter defined) on or before the Maturity Date, then the outstanding principal balance of the Note and all accrued and unpaid interest (the "Conversion Amount") shall be automatically converted into Conversion Shares (i.e., common stock of the Company) at the Conversion Price (as hereinafter defined) immediately prior to the Company's receipt of an effective order from the SEC declaring the registration statement of the Company's initial public offering effective (said initial public offering the "Financing Event"). In no event shall the Company issue fractional shares; all fractional shares shall be rounded up to the next whole share. The "Conversion Price" of securities for the Borrower shall mean a price equal to 65% of the per share price of the securities sold in the Financing Event.

Convers'ao Automatica estabelecido na Seg"ao 1.3 abaixo. Todas as Agoes de Convers'ao e Agoes PIK emitidas neste documento sera°, no momento da emiss'ao, integralmente pagas e n'ao restritas e isentas de todos os impostos, onus e encargos com relag"ao a sua emiss'ao. O Tomador devera sempre ter autorizado e reservado para emiss'ao um niimero suficiente de awes de suas awes ordinarias para prover o pagamento de juros e a convers'ao desta Nota. A entrega do principal pelo Credor ao Titular devera ser comprovada pela Companhia de acordo com as instrugoes estabelecidas no Anexo A — Instrugaes de Transferencia.

ARTIGO I - DISPOSICOES REFERENTES A PAGAMENTO

1.1 Pagamento de Juros. O Tomador devera pagar juros sobre o valor principal em circulag"ao desta Nota em Agoes PIK (ou, se n'ao houver Evento de Financiamento (conforme definido a seguir), tais Juros sera° pagos em dinheiro) na Data de Vencimento. O valor principal desta Nota acrescido de quaisquer juros vencidos e n'ao pagos sera coletivamente referido neste documento como "Divida".

1.2 Reembolso. Esta Nota, incluindo os juros acumulados, sera reembolsada ao Titular na Data de Vencimento ou antes dela, conforme previsto neste documento, a menos que as disposigoes de Convers'ao Automatica aqui contidas sejam satisfeitas na seg"ao 1.3.

1.3 Convers'ao Automatica. No caso de a Empresa sofrer um Evento de Financiamento (conforme definido a seguir) na Data de Vencimento ou antes dela, o saldo principal pendente da Nota e todos os juros acumulados e n'ao pagos (o "Valor de Convers'ao") sera° automaticamente convertidos em Agoes de Convers'ao (ou seja, awes ordinarias da Empresa) ao Prego de Convers'ao (conforme definido a seguir) imediatamente antes do recebimento pela Empresa de uma ordem efetiva da SEC declarando a declarando de registro da Empresa efetivag"ao da oferta pCiblica inicial (referida oferta pCiblica inicial de awes o "Evento de Financiamento"). Em nenhuma hipotese a Companhia emitira awes fracionarias; Todas as awes fracionarias sera° arredondadas para a proxima ag5o inteira. O "Preto de Conyers5o" dos titulos para o Tomador significara um prego igual a 65% do prego por ag5o dos titulos vendidos no Evento de Financiamento.

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1.4 Maturity Date: Unless earlier converted as set forth above, the outstanding principal and all accrued interest under the Notes will become due and payable on the earliest to occur of: (i) that date which is nine (9) months from the date of this Note; or (ii) an Event of Default occurs.

ARTICLE II - EVENTS OF DEFAULT

The occurrence of any of the following events of default (each, an "Event of Default") shall, at the option of the Holder hereof, make all sums or principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, all without demand, presentment or notice, or grace period, all of which hereby are expressly waived, except as set forth below:

2.1 Breach of Covenant. The Borrower breaches any covenant or other term, or condition of this Note and such breach continues more than a period of thirty (30) business days after written notice to the Borrower from a Holder.

2.2 Breach of Representations and Warranties. Any representation or warranty of the Borrower made in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith shall be false or misleading in any material respect.

1.4 Data de Vencimento: A menos que tenha sido convertido anteriormente, conforme estabelecido acima, o principal em aberto e todos os juros acumulados sob as Notas se tornar5o devidos e pagaveis no mais cedo a ocorrer: (i) naquela data que é de nove (9) meses a partir da data desta Nota, ou (ii) um Evento de Inadimplencia ocorrer.

ARTIGO II - EVENTOS DE INADIMPLENCIA

A ocorrencia de qualquer um dos seguintes eventos de inadimplencia (cada um, um "Evento de Inadimplencia") devera, por opg5o do Titular deste documento, fazer com que todas as quantias ou principal e juros que permanegam n5o pagos neste documento e todos os outros valores a pagar neste documento sejam imediatamente devidos e exigiveis, todos sem demanda, apresentag5o ou aviso previo, ou period° de carencia, todos os quais s5o expressamente renunciados, exceto conforme estabelecido abaixo:

2.1 Quebra de Pacto. O Mutuario viola qualquer pacto ou outro termo, ou condig5o desta Nota e tal violag5o continua excedendo um period° de trinta (30) dias ateis apps notificag5o por escrito ao Mutuario de um Titular.

2.2 Violag5o de Declaragoes e Garantias. Qualquer representag5o ou garantia do Mutuario feita em qualquer acordo, declarag5o ou certificado dado por escrito nos termos deste documento ou em conex5o com este documento sera falsa ou enganosa em qualquer aspecto material.

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2.3 Receiver or Trustee. The Borrower shall make an assignment for the benefit of Holders or apply for, or consent to, the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

2.4 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of Borrowers shall be instituted by or against the Borrower.

ARTICLE III - REPRESENTATIONS BY HOLDER

Holder represents and warrants to Borrower as follows:

3.1 Holder has received and examined all public information, of or concerning Borrower which Holder considers necessary to making an informed decision regarding this Note. In addition, Holder has had the opportunity to ask questions of, and receive answers from, the officers and agents of Borrower concerning Borrower and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Holder deemed necessary to verify the accuracy of the information referred to herein.

3.2 Holder acknowledges and understands that (i) the proceeds of this Note will not be sufficient to provide Borrower with the necessary funds to achieve its current piano business plan; (ii) the Borrower does not have sufficient cash available to repay this Note; (iii) this Note will not be guaranteed, (iv) Holder bears the economic risk of never being repaid on this Note; and (v) the Borrower may use the proceeds of this Note to satisfy past payables and working capital obligations. The Holder has such knowledge and experience in financial and business matters that the Holder can evaluate the merits and risks of the Holder's investment in this Note.

2.3 Administrador ou Sindico. O Mutuario deve fazer uma cess'ao em beneficio dos Titulares ou solicitar ou consentir a nomeag"ao de um administrador judicial ou fiduciario para ele ou para uma parte substancial de sua propriedade ou negocio; ou tal destinatario ou administrador fiduciario sera nomeado de outra forma.

2.4 Falencia. Os processos de falencia, insolvencia, recuperag"ao ou liquidag"ao ou outros processos ou medidas de reparag"ao ao abrigo de qualquer lei de falencia ou de qualquer lei para o alivio dos mutuarios sera° instaurados pelo mutuario ou contra ele.

ARTIGO III - REPRESENTACOES DO TITULAR

O Titular representa e garante ao Tomador o seguinte:

3.1 O Titular recebeu e examinou todas as informagoes pCiblicas, de ou relativas ao Mutuario, que o Titular considere necessarias para tomar uma decis'ao informada sobre esta Nota. Alem disso, o Titular teve a oportunidade de fazer perguntas e receber respostas dos oficiais e agentes do Mutuario em relack ao Mutuario e de obter tais informagoes, na medida em que tais pessoas possuissem as mesmas ou pudessem adquiri-las sem esforgo ou despesa desarrazoadas, conforme o Titular considerasse necessario para verificar a exatid'ao das informagoes aqui referidas.

3.2 O Titular reconhece e entende que (i) os recursos desta Nota n'ao sera° suficientes para fornecer ao Tomador os fundos necessarios para alcangar seu de negocios atuais; (ii) o Tomador n'ao dispuser de caixa suficiente para o pagamento desta Nota; (iii) esta Nota n'ao sera garantida, (iv) o Titular assume o risco economic° de nunca ser reembolsado nesta Nota; e (v) o Tomador podera utilizar o produto desta Nota para satisfag"ao de dividas e obrigagoes de capital de giro preteritas. O Titular tem tal conhecimento e experiencia em assuntos financeiros e comerciais que o Titular pode avaliar os meritos e riscos do investimento do Titular nesta Nota.

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3.3 Holder hereby certifies that Holder is an "Accredited Investor" (as that term is defined by Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) because at least one of the following statements is applicable to Holder:

(a) Holder is an Accredited Investor because the Holder had individual income of more than US$200,000 in each of the two prior calendar years and reasonably expects to have individual income more than US$200,000 during the current calendar year.

(b) Holder is an Accredited Investor because the Holder and his or her spouse together had income of more than US$300,000 in each of the two prior calendar years and reasonably expect to have joint income more than US$300,000 during the current calendar year.

(c) Holder is an Accredited Investor because the Holder has an individual net worth, or the Holder and his or her spouse have a joint net worth of more than US$1,000,000. For purposes of this Section 3.3(c), "net worth" means the excess of the Investor's total assets at fair market value, not including the value of the Investor's primary residence, over Investor's total liabilities, not including the amount of indebtedness on the Investor's primary residence that does not exceed the value of the Investor's primary residence.

(d) Holder, which is an entity, is an Accredited Investor because the Holder has total assets more than US$5,000,000.

3.4 Holder is acquiring this Note for his/her/its own account, for investment purposes only, and not with a view to the resale or distribution of all or any part thereof.

3.5 Holder acknowledges that this Note and the securities issued upon conversion thereof (a) have not been registered under applicable securities laws, (b) will be a "restricted security: as defined in applicable securities laws, (c) has been issued in reliance on the statutory exemptions from registration contemplated by applicable securities laws based (in part) on the accuracy of Holder's representations contained herein, and (d) will not be transferable without registration under applicable securities laws, unless an exemption from such registration requirements is available.

3.3 O Titular certifica que o Titular é um "Investidor Credenciado" (como esse termo é definido pelo regulamento D sob a Lei de Valores Mobiliarios de 1933, conforme alterada (a "Lei de Valores Mobiliarios" dos EUA)) porque pelo menos uma das seguintes declaragoes é aplicavel ao Titular:

(a) O Titular é um Investidor Credenciado porque o Titular teve renda individual de mais de US$200.000 em cada um dos dois anos civis anteriores e espera razoavelmente ter renda individual superior a US$200.000 durante o ano civil atual.

(b) O Titular é um Investidor Credenciado porque o Titular e seu conjuge juntos tiveram renda de mais de US$300.000 em cada um dos dois anos civis anteriores e razoavelmente esperam ter renda conjunta superior a US$300.000 durante o ano civil atual.

(c) O Titular é um Investidor Credenciado porque o Titular tem um patrimonio liquid° individual, ou o Titular e seu conjuge tem um patrimonio liquid° conjunto de mais de US$1,000,000. Para os fins desta Sega"o 3.3(c), "patrimonio liquido" significa o excesso dos ativos totais do Investidor pelo valor justo de mercado, n'ao incluindo o valor da residencia principal do Investidor, sobre o passivo total do Investidor, n'ao incluindo o montante do endividamento na residencia principal do Investidor que n'ao exceda o valor da residencia principal do Investidor.

(d) O Titular, que é uma entidade, é um Investidor Credenciado porque o Titular tem ativos totais superiores a US$5,000,000.

3.4 O Titular esta adquirindo esta Nota por sua pr6pria conta, apenas para fins de investimento, e n'ao com vistas a revenda ou distribuica"o da totalidade ou de parte dela.

3.5 O Titular reconhece que esta Nota e os valores mobiliarios emitidos na sua convers'ao (a) n'ao tenham sido registrados sob a legislaga"o aplicavel em materia de valores mobiliarios, (b) sera° um "titulo restrito: definido nas leis de valores mobiliarios aplicaveis, (c) foi emitido com base nas isengoes estatutarias de registro contempladas pelas leis de valores mobiliarios aplicaveis com base (em parte) na precis'ao das declaragoes do Titular contidas neste documento, e (d) n'ao sera transferivel sem registro sob as leis de valores mobiliarios aplicaveis, a menos que uma iseng"ao de tais requisitos de registro esteja disponivel.

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3.6 Holder has had this Note and any other documents executed in connection herewith reviewed by their own counsel.

ARTICLE IV - MISCELLANEOUS

4.1 Failure or Indulgency Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served and shall be deemed to be delivered upon receipt or if sent by United States mail, three (3) business days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by fax transmission (with the original sent by certified or registered mail or by overnight courier) and shall be deemed to have been delivered on the day telecopied, or by electronic mail or services such as DocuSign with acknowledged receipt by the Parties. For the purposes hereof, the addresses and fax numbers of the Holder and the Borrower are as set forth in the first paragraph on Page 1 of this Note.

3.6 O Titular teve esta Nota e quaisquer outros documentos assinados em conelao com este documento revisados por seu proprio advogado.

ARTIGO IV - DIVERSOS

4.1 Fracasso ou indulgencia n'ao ren6ncia. Nenhuma falha ou atraso por parte do Titular deste documento no exercicio de qualquer poder, direito ou privilegio aqui estabelecido operara como uma ren6ncia ao mesmo, nem qualquer exercicio 6nico ou parcial de tal poder, direito ou privilegio impedira outro ou posterior exercicio do mesmo ou o exercicio de qualquer outro direito, poder ou privilegio. Todos os direitos e recursos aqui existentes s'ao cumulativos e n'ao exclusivos de quaisquer direitos ou recursos disponiveis de outra forma.

4.2 Avisos. Qualquer notificag"ao aqui exigida ou permitida a ser dada sera por escrito e podera ser notificada pessoalmente e sera considerada entregue ap6s o recebimento ou se enviada pelo correio dos Estados Unidos, tres (3) dias 6teis apos ser depositada no correio dos Estados Unidos, certificada, com postagem pre-paga e devidamente enderegada, se enviada por transmiss'ao por fax (com o original enviado por correio certificado ou registrado ou por correio noturno) e sera considerada ter sido entregue no dia da telecopia, ou por correio electronic° ou servicos como o DocuSign com recepg"ao acusada pelas panes. Para os fins deste documento, os enderegos e n6meros de fax do Titular e do Tomador Sao os estabelecidos no primeiro paragrafo da Pagina 1 desta Nota.

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4.3 Definition of Note. The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended, or supplemented.

4.4 Assignability. This Note may not be assigned by the Borrower without the written consent of the Holder. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns.

4.5 Cost of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof costs of collection, including attorneys' fees.

4.6 Governing Law; Dispute Resolution; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for the United States District Court for the Southern District of New York or any New York State court sitting in New York County, New York with respect to any dispute arising out of or relating to the securities, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to the securities or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

4.3 Definigao de Nota. 0 termo "Nota" e todas as referencias a ela, tal como utilizadas ao longo do presente instrumento, designam este instrumento tal como originalmente executado, ou se posteriormente alterado ou completado, depois alterado ou completado.

4.4 Atribuibilidade. Esta Nota nao podera ser cedida pelo Tomador sem o consentimento por escrito do Titular. Esta Nota vinculara o Tomador e seus sucessores e cessionarios e reverters em beneficio do Titular e de seus sucessores e cessionarios.

4.5 Custo de Cobranga. Em caso de inadimplencia no pagamento desta Nota, o Mutuario devera pagar ao Titular as despesas de cobranga, inclusive honorarios advocaticios.

4.6 Legislagtio Aplicavel; Resolugao de Conflitos; Dispensa do Tribunal do JCiri. Esta Nota sera regida e interpretada de acordo com as leis do Estado de Nova York, sem referencia a principios de conflito de leis. As Partes submetem-se irrevogavelmente a jurisdigao de qualquer tribunal estadual ou federal com sede no ou para o Tribunal Distrital dos Estados Unidos para o Distrito Sul de Nova York ou qualquer tribunal do Estado de Nova York com sede no Condado de Nova York, Nova York com relagao a qualquer disputa decorrente ou relacionada aos valores mobiliarios, e cada parte concorda irrevogavelmente que todas as reivindicagoes em relagao a tal disputa ou processo sera° ouvidas e determinadas em tais tribunais. As Partes renunciam irrevogavelmente, na maxima extensao permitida por lei, a qualquer objegao que possam ter agora ou futuramente ao foro de qualquer disputa decorrente ou relacionada aos valores mobiliarios ou ao transagoes aqui contempladas trazidas em tal tribunal ou qualquer defesa de foro inconveniente para a manutengao de tal disputa ou processo. Cada parte concorda que uma sentenca em qualquer disputa pode ser executada em outras jurisdigoes por ag"ao sobre a sentenca ou de qualquer outra maneira prevista em lei. AS PARTES RENUNCIAM A UM JULGAMENTO POR JURI EM QUALQUER Ac.AO, PROCESSO, REIVINDICA00 OU RECONVEKAO APRESENTADA OU REIVINDICADA POR QUALQUER UMA DAS PARTES CONTRA A OUTRA SOBRE QUAISQUER QUESTOES DECORRENTES OU DE QUALQUER FORMA RELACIONADAS A ESTE CONTRATO.

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4.7 No Amendment. This Note shall not be amended without the prior written consent of the PARTIES.

IN WITNESS WHEREOF Borrower has caused this Note to be signed in its name on the [●] 2023.

This contract is written in both languages (English and Portuguese), to facilitate the understanding, but for legal effects, English is the official language of this document.

4.7 Sem emenda. Esta Nota n'ao sera alterada sem o consentimento previo por escrito das PARTES.

ATESTO QUE, o mutuario fez com que esta Nota fosse assinada em seu nome no dia [●] de 2023.

Este contrato esta redigido em ambos os idiomas (ingles e portugues), para facilitar o entendimento, mas para efeitos legais, o ingles é o idioma oficial deste documento.

BRB FOODS INC. [Holder]

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EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 30, 2023, is among BRB FOODS LTD, a Company incorporated in the State of Delaware (the “Company”), its wholly owned subsidiary BR BRANDS S.A. (the “Subsidiary”), and BRUNO BONIFACIO (the “Executive”).

WITNESSETH

WHEREAS the Company desires to continue to employ the Executive as CHIEF EXECUTIVE OFFICER of the Company and to pay all the Executive’s compensations and other benefits described in this Agreement; and.

WHEREAS the Company and the Executive desire to update the terms and conditions of such employment by entering into this Agreement which shall define the terms and conditions of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. POSITIONS AND DUTIES. During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as CHIEF EXECUTIVE OFFICER of the Company. In this capacity, the Executive shall have the duties, authorities, and responsibilities commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive that are consistent with the Executive’s position as CHIEF EXECUTIVE OFFICER of the Company. During the Employment Term, the Executive shall devote all the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the performance of the Executive’s duties with the Company. The Executive’s principal place of employment with the Company will be in SÃO PAULO, BRAZIL, or any other location the Company may designate, and the Executive is aware that he/she may be required to travel for business purposes. The Executive shall report directly to the Board of Directors of the Company.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement commencing on the date written above (the “Effective Date”). Either party may terminate this Agreement by giving six months’ advance written notice. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 6 hereof, subject to Section 7 hereof. The period between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.” No trial period shall apply to the employment. This Agreement may be conditioned on any, or all of, the Executive: (i) passing a background check; (ii) passing a screening for illegal and controlled substances; and (iii) confirming employment eligibility; and (iv) providing the Company with the results of a recent physical examination or other evidence showing the absence of any conditions that would preclude the Executive from fulfilling the obligations contemplated in this Agreement.

3. BASE SALARY. During the Employment Term, the Company agrees to pay the Executive an annual base salary of not less than BRL 384,000.00 (Three hundred eighty four thousand Brazilian Reais) gross per annum, payable, by the Company or the Subsidiary, in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s base salary shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS.

(a) During the Employment Term, the Executive shall be eligible for an annual discretionary cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal 1.0% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year), provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year.

(b) The Executive’s Annual Bonus for a calendar year shall be determined by, and is subject to the discretion of, the Board after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 7 hereof).

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5. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to and which benefit any of the senior executives of the Company, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time, if and to the extent allowed pursuant to the terms of such plan, provided that any such amendment may have no more adverse effect on the Executive than on any other participant in such plan. The Company may provide perquisites to the Executive at the discretion of the Board.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, currently calculated as 25 (Twenty five) days annually for the Executive.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policies as in effect from time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

6. TERMINATION. Notwithstanding Section 2 above, the Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DEATH. Automatically upon the date of death of the Executive.

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(b) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for cause as provided for in US or Brazilian employment law (“Cause”). For the sake of clarity, to the extent not already provided for in US or Brazilian law, Cause shall also include the following behaviors: (i) continued failure to follow the lawful and reasonable directives of the Board after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Subsidiary policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company or Subsidiary after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Subsidiary and, as a result of such act or involvement, reduces the commercial value of Company’s or Subsidiary’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Subsidiary or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or its Subsidiary that causes material and demonstrable harm to the Company or Subsidiary and that is not cured within fifteen (15) days of written notice from the Board.

For purposes of this Section 6(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.

7. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i) through 7(a)(v) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the date of termination;

(ii) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination;

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(iii) an amount equal to the pro-rata portion of the Executive’s Target Bonus for the calendar year of termination (determined by multiplying the Target Bonus for the year of termination by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365);

(iv) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(v) payment in respect of any accrued but unused vacation time in accordance with Company policy;

(vi) all other payments, benefits, or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, or fringe benefit plan or program or grant or this Agreement (collectively, Sections 7(a)(i) through 7(a)(vi) hereof shall be hereafter referred to as the “Accrued Benefits”); and

(vii) if the Executive is survived by a spouse, a registered partner, children who are minors or, in the absence of such heirs, other persons to whom he/she had a duty to provide support, the Base Salary for one month or, if the Executive had completed more than five years of service, for two months.

(b) TERMINATION FOR CAUSE BY THE COMPANY; TERMINATION BY THE EXECUTIVE. If the Executive’s employment is terminated (x) by the Company for Cause or (y) by the Executive for whatsoever reason, the Company shall pay to the Executive the Accrued Benefits; except for Section 7(a) (iii). If the Executive terminates the Agreement, then the Company may elect to: (i) accelerate the Executive’s termination date which shall not be considered a termination by the Company without Cause; and (ii) transition Executive’s duties and responsibilities to others during the notice period. However, if the Executive terminates the Agreement and the Company elects to accelerate the Executive’s termination date, then the Executive will continue to receive Base Salary through the expiration of the notice period.

(c) TERMINATION WITHOUT CAUSE. If the Executive’s employment by the Company is terminated by the Company other than for Cause, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 24 hereof:

(i) the Accrued Benefits;

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(ii) subject to the Executive’s not engaging in a Material Covenant Violation as defined hereinafter or any other breach of Section 10 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one-fourth (1/4) multiplied by the sum of the Executive’s then current annual Base Salary and Target Bonus for the year of termination, paid in equal monthly installments for a period of three (3) months following such termination (the “Severance Amount”).

A “Material Covenant Violation” shall mean a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Subsidiary’s direct or indirectly controlled subsidiaries (each an “Affiliate”) that causes material and demonstrable harm to the Company and/or any Affiliate.

(d) CHANGE IN CONTROL.

(i) This Section 7(d) shall apply if the Executive’s employment by the Company is terminated by the Company other than for Cause during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 7(c) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 7(c)(ii) hereof, the Executive shall receive a lump sum payment equal to the Severance Amount on the date of such termination.

(ii) For purposes of this Agreement, the term “Change in Control” shall mean the consummation off the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended) (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company (or any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of the Company (or any surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the assets of the Company and its subsidiaries (as determined on a consolidated basis).

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8. OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company and at any time before at the request of the Board, the Executive shall promptly resign from any other position as an officer, director or fiduciary of the Company, Subsidiary, and any Affiliate.

9. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Executive signs and delivers to the Company a general release of claims in favor of the Company in substantially the form of Exhibit A attached hereto not earlier than 1 month and 1 day, but not later than 60 days after his employment has ended and does not revoke such General Release. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any Affiliates.

10. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, the Subsidiary or any Affiliate, or received from third parties subject to a duty on the Company’s, Subsidiary’s or any Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The Executive shall keep the terms and conditions of this Agreement strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 10 who, in each case, shall be instructed by the Executive to keep such information confidential.

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(b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive’s employment hereunder and for a period of twenty four (24) months (this period referred to herein as the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any material business of the Company or any Affiliate or in any other material business in which the Company or any Affiliate has taken material steps and has material plans, on or prior to the date or termination, to be engaged in on or after such date, in any locale of any country in which the Company or any Affiliate conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (l%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Executive has no active participation in the business of such corporation.

(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or an Affiliate to purchase goods or services then sold by the Company or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any Affiliate and any of their respective vendors, joint ventures or licensors. An employee, representative or agent shall be deemed covered by this Section 10(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or Affiliate-related individuals or entities

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(d) INTELLECTUAL PROPERTY RIGHTS.

(i) The rights to inventions and designs made or conceived by the Executive individually or jointly while performing his employment activity and in performance of his contractual duties belong to the Company regardless of whether they are legally protected.

(ii) The rights to inventions and designs, made or conceived by the Executive while performing his employment activity, but not during the performance of his contractual duties, shall be assigned by the Executive to the Company as of their inception, regardless of whether they are legally protected. The Executive is obliged to inform the Company in writing of any such inventions or designs. The Company is entitled to grant the rights to these inventions and designs to the Executive. Should the Company retain such rights the Executive will be entitled to special reasonable compensation.

(iii) Other rights to any work products and any know-how which the Executive creates or in which creation he participates while performing his employment activity belong exclusively to the Company. To the extent that work products (e.g., software, reports, documentations) are protected by copyrights, the Executive hereby assigns to the Company any and all rights related to such work products, particularly the copyright and any and all rights of use, including the rights of production and duplication, of publishing, to use, to license or to sell, to distribute over data or online media, to modify and develop further as well to develop new products on the basis of the work product of the Executive or on the basis of parts of such work product.

(e) RETURN OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or any Affiliate (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Any retention right is excluded.

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(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and the Company, the Subsidiary and any Affiliate’s trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial, and immeasurable value to the Company and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. It is also agreed that the Affiliates will have the right to enforce all of the Executive’s obligations to such Affiliates under this Agreement, including without limitation pursuant to this Section 10.

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section10 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) SURVIVAL OF PROVISIONS. The obligations contained in Sections 10 and 11 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

11. COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by the Company and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by the Company), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company, the Subsidiary, the Affiliates and their respective representatives in defense of all claims that may be made against the Company, the Subsidiary or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company, the Subsidiary or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with the Company. The Executive also agrees to promptly inform the Board (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company, the Subsidiary or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company, the Subsidiary or Affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating, telephone, counsel, and other expenses incurred by the Executive in complying with this Section 11.

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12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 10 and 11 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease unless otherwise prohibited by applicable law. In case of a breach by the Executive of any of the covenants contained in Sections 10 and 11 hereof (i) any Severance Amount payable by the Company, if any, shall be forfeited and (ii) the Executive shall pay to the Company a contractual penalty in an amount equal to (i) the Executive’s last annual Base Salary for each individual breach of Sections 10(a), 10(b) and 10(c)(i), (ii) one twelfth (1/12th of the Executive’s last annual Base salary for each individual breach of Sections 10(c)(ii), 10(c)(iii) and 11 and market value for of a new item for each individual breach of Sections 10(e). In addition, the Executive shall have to compensate the Company for any damages and financial losses directly arising out of or relating to such breach. The Executive cannot disburden himself from the aforementioned prohibitions by the payment of the contractual penalty and/or damages.

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company shall assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company or Subsidiary, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and provided that the Company agrees to perform such obligations if such successor fails to do so in a timely manner. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

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14. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (e) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed with a national postal carrier by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or the facsimile number) shown in the books and records of the Company.

If to the Company:

BR BRANDS S.A.

Rua Doutor Eduardo de Souza Aranha 387 – 15º Andar – Conjunto 151

ZIP 04543-121

São Paulo, SP - Brazil

And

With a copy (which shall not constitute notice hereunder) to:

BR BRANDS S.A.

Rua Doutor Eduardo de Souza Aranha 387 – 15º Andar – Conjunto 151

ZIP 04543-121

São Paulo, SP - Brazil

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof which shall be replaced by such valid and enforceable provision that best reflects the Parties original intent.

17. SUPREMACY & COUNTERPARTS. This Agreement supersedes and replaces all prior agreements and understandings, whether oral or written, in connection with the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute the same instrument.

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18. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with the Company.

19. LIABILITY INSURANCE. The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the Company covers its other officers and directors.

20. GOVERNING LAW. This Agreement, the rights, and obligations of the parties hereto, and any claims or disputes relating thereto, shall exclusively be governed by, and construed in accordance with the substantive laws of US/BRAZIL.

21. DISPUTE RESOLUTION. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of US/BRAZIL.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral. No agreements or representations, oral or otherwise, express, or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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23. REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to the Company that (a) the Executive has used the Executive’s best efforts to provide the Company with (i) each agreement with a predecessor employer which may have any bearing on the Executive ‘s legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, or (ii) a summary of the applicable provisions of each such agreement which the Executive may not provide to the Company due to an existing confidentiality obligation, and (b) other than the agreements referenced in the preceding clause (a), the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to the Company entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by the Company such that the parties hereunder shall be relieved of all of their respective duties and obligations hereunder; provided that any termination of the Executive’s employment resulting from the Company exercising its rights pursuant to this sentence shall have the same consequences, especially financial consequences, as a termination of employment by the Executive without cause. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive ‘s right to enter into this Agreement and to perform all of the Executive’s obligations hereunder (whether by action against the Executive, the Company, Subsidiary and/or an Affiliate), the Company (on behalf of itself, Subsidiary and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge.

24. WITHHOLDING. The Company will deduct from the Employee’s gross remuneration as provided for in this Agreement the applicable Employee contributions, as well as applicable taxes, if any in accordance with the respective laws, regulations, and plan documents.

25. FURTHER ASSURANCES. The parties hereto shall cooperate with each other and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement.

BRB FOODS LTD.		PARTICIPANT
/s/ Paulo Roberto Bonifacio		/s/ Bruno Bonifacio
By:	Paulo Roberto Bonifacio	By:	Bruno Bonifacio
Title:	President	Title:	Chief Executive Officer

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EXHIBIT A

GENERAL RELEASE

I, BRUNO BONIFACIO, in consideration of and subject to the performance by BRB FOODS LTD, (the “Company”), of its obligations under the Employment Agreement, dated as of [-] (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 7 of the Agreement. Such payments and benefits will not be considered compensation for the purposes of any employee benefit plan, program, policy, or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs I above and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action.

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5. I agree that I hereby waive all rights to sue or obtain equitable, remedial, or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law at the time I sign this General Release, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or indemnity.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.

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10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein and if possible under applicable law, replaced by such valid, legal and enforceable provision that best reflects the intent of the invalid, illegal or unenforceable provision.

14. This General release is subject to the substantive laws of US/BRAZIL.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT ANO AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. 2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS;

3. 3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. 4.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND

5. 5.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

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EX-10.10

Exhibit 10.10

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 30, 2023, is among BRB FOODS LTD, a Company incorporated in the State of Delaware (the “Company”), its wholly owned subsidiary BR BRANDS S.A. (the “Subsidiary”), and PAULO ROBERTO BONIFACIO (the “Executive”).

WITNESSETH

WHEREAS the Company desires to continue to employ the Executive as PRESIDENT of the Company and to pay all the Executive’s compensations and other benefits described in this Agreement; and.

WHEREAS the Company and the Executive desire to update the terms and conditions of such employment by entering into this Agreement which shall define the terms and conditions of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. POSITIONS AND DUTIES. During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as PRESIDENT of the Company. In this capacity, the Executive shall have the duties, authorities, and responsibilities commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive that are consistent with the Executive’s position as PRESIDENT of the Company. During the Employment Term, the Executive shall devote all the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the performance of the Executive’s duties with the Company. The Executive’s principal place of employment with the Company will be in SÃO PAULO, BRAZIL, or any other location the Company may designate, and the Executive is aware that he/she may be required to travel for business purposes. The Executive shall report directly to the Board of Directors of the Company.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement commencing on the date written above (the “Effective Date”). Either party may terminate this Agreement by giving six months’ advance written notice. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 6 hereof, subject to Section 7 hereof. The period between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.” No trial period shall apply to the employment. This Agreement may be conditioned on any, or all of, the Executive: (i) passing a background check; (ii) passing a screening for illegal and controlled substances; and (iii) confirming employment eligibility; and (iv) providing the Company with the results of a recent physical examination or other evidence showing the absence of any conditions that would preclude the Executive from fulfilling the obligations contemplated in this Agreement.

3. BASE SALARY. During the Employment Term, the Company agrees to pay the Executive an annual base salary of not less than BRL 1,260,000.00 (One million two hundred sixty thousand Brazilian Reais) gross per annum, payable, by the Company or the Subsidiary, in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s base salary shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS.

(a) During the Employment Term, the Executive shall be eligible for an annual discretionary cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal 1.0% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year), provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year.

(b) The Executive’s Annual Bonus for a calendar year shall be determined by, and is subject to the discretion of, the Board after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 7 hereof).

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5. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to and which benefit any of the senior executives of the Company, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time, if and to the extent allowed pursuant to the terms of such plan, provided that any such amendment may have no more adverse effect on the Executive than on any other participant in such plan. The Company may provide perquisites to the Executive at the discretion of the Board.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, currently calculated as twenty five (25) days annually for the Executive.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policies as in effect from time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

6. TERMINATION. Notwithstanding Section 2 above, the Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DEATH. Automatically upon the date of death of the Executive.

(b) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for cause as provided for in US or Brazilian employment law (“Cause”). For the sake of clarity, to the extent not already provided for in US or Brazilian law, Cause shall also include the following behaviors: (i) continued failure to follow the lawful and reasonable directives of the Board after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Subsidiary policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company or Subsidiary after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Subsidiary and, as a result of such act or involvement, reduces the commercial value of Company’s or Subsidiary’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Subsidiary or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or its Subsidiary that causes material and demonstrable harm to the Company or Subsidiary and that is not cured within fifteen (15) days of written notice from the Board.

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For purposes of this Section 6(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.

7. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i) through 7(a)(v) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the date of termination;

(ii) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination;

(iii) an amount equal to the pro-rata portion of the Executive’s Target Bonus for the calendar year of termination (determined by multiplying the Target Bonus for the year of termination by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365);

(iv) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(v) payment in respect of any accrued but unused vacation time in accordance with Company policy;

(vi) all other payments, benefits, or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, or fringe benefit plan or program or grant or this Agreement (collectively, Sections 7(a)(i) through 7(a)(vi) hereof shall be hereafter referred to as the “Accrued Benefits”); and

(vii) if the Executive is survived by a spouse, a registered partner, children who are minors or, in the absence of such heirs, other persons to whom he/she had a duty to provide support, the Base Salary for one month or, if the Executive had completed more than five years of service, for two months.

(b) TERMINATION FOR CAUSE BY THE COMPANY; TERMINATION BY THE EXECUTIVE. If the Executive’s employment is terminated (x) by the Company for Cause or (y) by the Executive for whatsoever reason, the Company shall pay to the Executive the Accrued Benefits; except for Section 7(a) (iii). If the Executive terminates the Agreement, then the Company may elect to: (i) accelerate the Executive’s termination date which shall not be considered a termination by the Company without Cause; and (ii) transition Executive’s duties and responsibilities to others during the notice period. However, if the Executive terminates the Agreement and the Company elects to accelerate the Executive’s termination date, then the Executive will continue to receive Base Salary through the expiration of the notice period.

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(c) TERMINATION WITHOUT CAUSE. If the Executive’s employment by the Company is terminated by the Company other than for Cause, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 24 hereof:

(i) the Accrued Benefits;

(ii) subject to the Executive’s not engaging in a Material Covenant Violation as defined hereinafter or any other breach of Section 10 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one-fourth (1/4) multiplied by the sum of the Executive’s then current annual Base Salary and Target Bonus for the year of termination, paid in equal monthly installments for a period of three (3) months following such termination (the “Severance Amount”).

A “Material Covenant Violation” shall mean a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Subsidiary’s direct or indirectly controlled subsidiaries (each an “Affiliate”) that causes material and demonstrable harm to the Company and/or any Affiliate.

(d) CHANGE IN CONTROL.

(i) This Section 7(d) shall apply if the Executive’s employment by the Company is terminated by the Company other than for Cause during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 7(c) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 7(c)(ii) hereof, the Executive shall receive a lump sum payment equal to the Severance Amount on the date of such termination.

(ii) For purposes of this Agreement, the term “Change in Control” shall mean the consummation off the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended) (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company (or any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of the Company (or any surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the assets of the Company and its subsidiaries (as determined on a consolidated basis).

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8. OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company and at any time before at the request of the Board, the Executive shall promptly resign from any other position as an officer, director or fiduciary of the Company, Subsidiary, and any Affiliate.

9. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Executive signs and delivers to the Company a general release of claims in favor of the Company in substantially the form of Exhibit A attached hereto not earlier than 1 month and 1 day, but not later than 60 days after his employment has ended and does not revoke such General Release. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any Affiliates.

10. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, the Subsidiary or any Affiliate, or received from third parties subject to a duty on the Company’s, Subsidiary’s or any Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The Executive shall keep the terms and conditions of this Agreement strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 10 who, in each case, shall be instructed by the Executive to keep such information confidential.

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(b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive’s employment hereunder and for a period of twenty four (24) months (this period referred to herein as the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any material business of the Company or any Affiliate or in any other material business in which the Company or any Affiliate has taken material steps and has material plans, on or prior to the date or termination, to be engaged in on or after such date, in any locale of any country in which the Company or any Affiliate conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (l%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Executive has no active participation in the business of such corporation.

(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or an Affiliate to purchase goods or services then sold by the Company or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any Affiliate and any of their respective vendors, joint ventures or licensors. An employee, representative or agent shall be deemed covered by this Section 10(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or Affiliate-related individuals or entities

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(d) INTELLECTUAL PROPERTY RIGHTS.

(i) The rights to inventions and designs made or conceived by the Executive individually or jointly while performing his employment activity and in performance of his contractual duties belong to the Company regardless of whether they are legally protected.

(ii) The rights to inventions and designs, made or conceived by the Executive while performing his employment activity, but not during the performance of his contractual duties, shall be assigned by the Executive to the Company as of their inception, regardless of whether they are legally protected. The Executive is obliged to inform the Company in writing of any such inventions or designs. The Company is entitled to grant the rights to these inventions and designs to the Executive. Should the Company retain such rights the Executive will be entitled to special reasonable compensation.

(iii) Other rights to any work products and any know-how which the Executive creates or in which creation he participates while performing his employment activity belong exclusively to the Company. To the extent that work products (e.g., software, reports, documentations) are protected by copyrights, the Executive hereby assigns to the Company any and all rights related to such work products, particularly the copyright and any and all rights of use, including the rights of production and duplication, of publishing, to use, to license or to sell, to distribute over data or online media, to modify and develop further as well to develop new products on the basis of the work product of the Executive or on the basis of parts of such work product.

(e) RETURN OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or any Affiliate (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Any retention right is excluded.

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(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and the Company, the Subsidiary and any Affiliate’s trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial, and immeasurable value to the Company and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. It is also agreed that the Affiliates will have the right to enforce all of the Executive’s obligations to such Affiliates under this Agreement, including without limitation pursuant to this Section 10.

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section10 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) SURVIVAL OF PROVISIONS. The obligations contained in Sections 10 and 11 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

11. COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by the Company and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by the Company), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company, the Subsidiary, the Affiliates and their respective representatives in defense of all claims that may be made against the Company, the Subsidiary or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company, the Subsidiary or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with the Company. The Executive also agrees to promptly inform the Board (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company, the Subsidiary or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company, the Subsidiary or Affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating, telephone, counsel, and other expenses incurred by the Executive in complying with this Section 11.

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12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 10 and 11 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease unless otherwise prohibited by applicable law. In case of a breach by the Executive of any of the covenants contained in Sections 10 and 11 hereof (i) any Severance Amount payable by the Company, if any, shall be forfeited and (ii) the Executive shall pay to the Company a contractual penalty in an amount equal to (i) the Executive’s last annual Base Salary for each individual breach of Sections 10(a), 10(b) and 10(c)(i), (ii) one twelfth (1/12th of the Executive’s last annual Base salary for each individual breach of Sections 10(c)(ii), 10(c)(iii) and 11 and market value for of a new item for each individual breach of Sections 10(e). In addition, the Executive shall have to compensate the Company for any damages and financial losses directly arising out of or relating to such breach. The Executive cannot disburden himself from the aforementioned prohibitions by the payment of the contractual penalty and/or damages.

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company shall assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company or Subsidiary, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and provided that the Company agrees to perform such obligations if such successor fails to do so in a timely manner. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

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14. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (e) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed with a national postal carrier by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or the facsimile number) shown in the books and records of the Company.

If to the Company:

BR BRANDS S.A.

Rua Doutor Eduardo de Souza Aranha 387 – 15º Andar – Conjunto 151

ZIP 04543-121

São Paulo, SP - Brazil

And

With a copy (which shall not constitute notice hereunder) to:

BR BRANDS S.A.

Rua Doutor Eduardo de Souza Aranha 387 – 15º Andar – Conjunto 151

ZIP 04543-121

São Paulo, SP - Brazil

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof which shall be replaced by such valid and enforceable provision that best reflects the Parties original intent.

17. SUPREMACY & COUNTERPARTS. This Agreement supersedes and replaces all prior agreements and understandings, whether oral or written, in connection with the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute the same instrument.

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18. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with the Company.

19. LIABILITY INSURANCE. The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the Company covers its other officers and directors.

20. GOVERNING LAW. This Agreement, the rights, and obligations of the parties hereto, and any claims or disputes relating thereto, shall exclusively be governed by, and construed in accordance with the substantive laws of US/BRAZIL.

21. DISPUTE RESOLUTION. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of US/BRAZIL.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral. No agreements or representations, oral or otherwise, express, or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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23. REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to the Company that (a) the Executive has used the Executive’s best efforts to provide the Company with (i) each agreement with a predecessor employer which may have any bearing on the Executive ‘s legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, or (ii) a summary of the applicable provisions of each such agreement which the Executive may not provide to the Company due to an existing confidentiality obligation, and (b) other than the agreements referenced in the preceding clause (a), the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to the Company entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by the Company such that the parties hereunder shall be relieved of all of their respective duties and obligations hereunder; provided that any termination of the Executive’s employment resulting from the Company exercising its rights pursuant to this sentence shall have the same consequences, especially financial consequences, as a termination of employment by the Executive without cause. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive’s right to enter into this Agreement and to perform all of the Executive’s obligations hereunder (whether by action against the Executive, the Company, Subsidiary and/or an Affiliate), the Company (on behalf of itself, Subsidiary and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge.

24. WITHHOLDING. The Company will deduct from the Employee’s gross remuneration as provided for in this Agreement the applicable Employee contributions, as well as applicable taxes, if any in accordance with the respective laws, regulations, and plan documents.

25. FURTHER ASSURANCES. The parties hereto shall cooperate with each other and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement.

BRB FOODS LTD. PARTICIPANT

	/s/ Bruno Bonifacio		/s/ Paulo Roberto Bonifacio
By:	Bruno Bonifacio	By:	Paulo Roberto Bonifacio
Title:	Chief Executive Officer	Title:	President

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EXHIBIT A

GENERAL RELEASE

I, CANDIDATE NAME, in consideration of and subject to the performance by BRB FOODS LTD, (the “Company”), of its obligations under the Employment Agreement, dated as of [-] (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 7 of the Agreement. Such payments and benefits will not be considered compensation for the purposes of any employee benefit plan, program, policy, or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs I above and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action.

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5. I agree that I hereby waive all rights to sue or obtain equitable, remedial, or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law at the time I sign this General Release, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or indemnity.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.

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10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein and if possible under applicable law, replaced by such valid, legal and enforceable provision that best reflects the intent of the invalid, illegal or unenforceable provision.

14. This General release is subject to the substantive laws of US/BRAZIL.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT ANO AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. 2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS;

3. 3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. 4.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND

5. 5.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

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EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 30, 2023, is among BRB FOODS LTD, a Company incorporated in the State of Delaware (the “Company”), its wholly owned subsidiary BR BRANDS S.A. (the “Subsidiary”), and FABIO FARINA (the “Executive”).

WITNESSETH

WHEREAS the Company desires to continue to employ the Executive as CHIEF FINANCIAL OFFICER of the Company and to pay all the Executive’s compensations and other benefits described in this Agreement; and.

WHEREAS the Company and the Executive desire to update the terms and conditions of such employment by entering into this Agreement which shall define the terms and conditions of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. POSITIONS AND DUTIES. During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as CHIEF FINANCIAL OFFICER of the Company. In this capacity, the Executive shall have the duties, authorities, and responsibilities commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive that are consistent with the Executive’s position as CHIEF FINANCIAL OFFICER of the Company. During the Employment Term, the Executive shall devote all the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the performance of the Executive’s duties with the Company. The Executive’s principal place of employment with the Company will be in SÃO PAULO, BRAZIL, or any other location the Company may designate, and the Executive is aware that he/she may be required to travel for business purposes. The Executive shall report directly to the President and Chief Executive Officer of the Company.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement commencing on the date written above (the “Effective Date”). Either party may terminate this Agreement by giving six months’ advance written notice. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 6 hereof, subject to Section 7 hereof. The period between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.” No trial period shall apply to the employment. This Agreement may be conditioned on any, or all of, the Executive: (i) passing a background check; (ii) passing a screening for illegal and controlled substances; and (iii) confirming employment eligibility; and (iv) providing the Company with the results of a recent physical examination or other evidence showing the absence of any conditions that would preclude the Executive from fulfilling the obligations contemplated in this Agreement.

3. BASE SALARY. During the Employment Term, the Company agrees to pay the Executive an annual base salary of not less than BRL 542,740.20 (Five hundred forty-two thousand seven hundred forty Brazilian Reais and twenty cents) gross per annum, payable, by the Company or the Subsidiary, in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s base salary shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS.

(a) During the Employment Term, the Executive shall be eligible for an annual discretionary cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal 1.0% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year), provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year.

(b) The Executive’s Annual Bonus for a calendar year shall be determined by, and is subject to the discretion of, the Board after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 7 hereof).

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5. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to and which benefit any of the senior executives of the Company, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time, if and to the extent allowed pursuant to the terms of such plan, provided that any such amendment may have no more adverse effect on the Executive than on any other participant in such plan. The Company may provide perquisites to the Executive at the discretion of the Board.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, currently calculated as twenty five (25) days annually for the Executive.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policies as in effect from time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

6. TERMINATION. Notwithstanding Section 2 above, the Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DEATH. Automatically upon the date of death of the Executive.

(b) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for cause as provided for in US or Brazilian employment law (“Cause”). For the sake of clarity, to the extent not already provided for in US or Brazilian law, Cause shall also include the following behaviors: (i) continued failure to follow the lawful and reasonable directives of the Board after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Subsidiary policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company or Subsidiary after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Subsidiary and, as a result of such act or involvement, reduces the commercial value of Company’s or Subsidiary’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Subsidiary or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or its Subsidiary that causes material and demonstrable harm to the Company or Subsidiary and that is not cured within fifteen (15) days of written notice from the Board.

For purposes of this Section 6(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.

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7. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i) through 7(a)(v) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the date of termination;

(ii) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination;

(iii) an amount equal to the pro-rata portion of the Executive’s Target Bonus for the calendar year of termination (determined by multiplying the Target Bonus for the year of termination by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365);

(iv) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(v) payment in respect of any accrued but unused vacation time in accordance with Company policy;

(vi) all other payments, benefits, or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, or fringe benefit plan or program or grant or this Agreement (collectively, Sections 7(a)(i) through 7(a)(vi) hereof shall be hereafter referred to as the “Accrued Benefits”); and

(vii) if the Executive is survived by a spouse, a registered partner, children who are minors or, in the absence of such heirs, other persons to whom he/she had a duty to provide support, the Base Salary for one month or, if the Executive had completed more than five years of service, for two months.

(b) TERMINATION FOR CAUSE BY THE COMPANY; TERMINATION BY THE EXECUTIVE. If the Executive’s employment is terminated (x) by the Company for Cause or (y) by the Executive for whatsoever reason, the Company shall pay to the Executive the Accrued Benefits; except for Section 7(a) (iii). If the Executive terminates the Agreement, then the Company may elect to: (i) accelerate the Executive’s termination date which shall not be considered a termination by the Company without Cause; and (ii) transition Executive’s duties and responsibilities to others during the notice period. However, if the Executive terminates the Agreement and the Company elects to accelerate the Executive’s termination date, then the Executive will continue to receive Base Salary through the expiration of the notice period.

(c) TERMINATION WITHOUT CAUSE. If the Executive’s employment by the Company is terminated by the Company other than for Cause, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 24 hereof:

(i) the Accrued Benefits;

(ii) subject to the Executive’s not engaging in a Material Covenant Violation as defined hereinafter or any other breach of Section 10 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one-fourth (1/4) multiplied by the sum of the Executive’s then current annual Base Salary and Target Bonus for the year of termination, paid in equal monthly installments for a period of three (3) months following such termination (the “Severance Amount”).

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A “Material Covenant Violation” shall mean a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Subsidiary’s direct or indirectly controlled subsidiaries (each an “Affiliate”) that causes material and demonstrable harm to the Company and/or any Affiliate.

(d) CHANGE IN CONTROL.

(i) This Section 7(d) shall apply if the Executive’s employment by the Company is terminated by the Company other than for Cause during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 7(c) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 7(c)(ii) hereof, the Executive shall receive a lump sum payment equal to the Severance Amount on the date of such termination.

(ii) For purposes of this Agreement, the term “Change in Control” shall mean the consummation off the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended) (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company (or any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of the Company (or any surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the assets of the Company and its subsidiaries (as determined on a consolidated basis).

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8. OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company and at any time before at the request of the Board, the Executive shall promptly resign from any other position as an officer, director or fiduciary of the Company, Subsidiary, and any Affiliate.

9. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Executive signs and delivers to the Company a general release of claims in favor of the Company in substantially the form of Exhibit A attached hereto not earlier than 1 month and 1 day, but not later than 60 days after his employment has ended and does not revoke such General Release. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer. The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any Affiliates.

10. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, the Subsidiary or any Affiliate, or received from third parties subject to a duty on the Company’s, Subsidiary’s or any Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The Executive shall keep the terms and conditions of this Agreement strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 10 who, in each case, shall be instructed by the Executive to keep such information confidential.

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(b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive’s employment hereunder and for a period of twenty four (24) months (this period referred to herein as the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any material business of the Company or any Affiliate or in any other material business in which the Company or any Affiliate has taken material steps and has material plans, on or prior to the date or termination, to be engaged in on or after such date, in any locale of any country in which the Company or any Affiliate conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (l%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Executive has no active participation in the business of such corporation.

(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or an Affiliate to purchase goods or services then sold by the Company or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any Affiliate and any of their respective vendors, joint ventures or licensors. An employee, representative or agent shall be deemed covered by this Section 10(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or Affiliate-related individuals or entities

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(d) INTELLECTUAL PROPERTY RIGHTS.

(i) The rights to inventions and designs made or conceived by the Executive individually or jointly while performing his employment activity and in performance of his contractual duties belong to the Company regardless of whether they are legally protected.

(ii) The rights to inventions and designs, made or conceived by the Executive while performing his employment activity, but not during the performance of his contractual duties, shall be assigned by the Executive to the Company as of their inception, regardless of whether they are legally protected. The Executive is obliged to inform the Company in writing of any such inventions or designs. The Company is entitled to grant the rights to these inventions and designs to the Executive. Should the Company retain such rights the Executive will be entitled to special reasonable compensation.

(iii) Other rights to any work products and any know-how which the Executive creates or in which creation he participates while performing his employment activity belong exclusively to the Company. To the extent that work products (e.g., software, reports, documentations) are protected by copyrights, the Executive hereby assigns to the Company any and all rights related to such work products, particularly the copyright and any and all rights of use, including the rights of production and duplication, of publishing, to use, to license or to sell, to distribute over data or online media, to modify and develop further as well to develop new products on the basis of the work product of the Executive or on the basis of parts of such work product.

(e) RETURN OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or any Affiliate (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Any retention right is excluded.

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(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and the Company, the Subsidiary and any Affiliate’s trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial, and immeasurable value to the Company and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. It is also agreed that the Affiliates will have the right to enforce all of the Executive’s obligations to such Affiliates under this Agreement, including without limitation pursuant to this Section 10.

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section10 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) SURVIVAL OF PROVISIONS. The obligations contained in Sections 10 and 11 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

11. COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by the Company and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by the Company), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company, the Subsidiary, the Affiliates and their respective representatives in defense of all claims that may be made against the Company, the Subsidiary or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company, the Subsidiary or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with the Company. The Executive also agrees to promptly inform the Board (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company, the Subsidiary or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company, the Subsidiary or Affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating, telephone, counsel, and other expenses incurred by the Executive in complying with this Section 11.

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12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 10 and 11 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease unless otherwise prohibited by applicable law. In case of a breach by the Executive of any of the covenants contained in Sections 10 and 11 hereof (i) any Severance Amount payable by the Company, if any, shall be forfeited and (ii) the Executive shall pay to the Company a contractual penalty in an amount equal to (i) the Executive’s last annual Base Salary for each individual breach of Sections 10(a), 10(b) and 10(c)(i), (ii) one twelfth (1/12th of the Executive’s last annual Base salary for each individual breach of Sections 10(c)(ii), 10(c)(iii) and 11 and market value for of a new item for each individual breach of Sections 10(e). In addition, the Executive shall have to compensate the Company for any damages and financial losses directly arising out of or relating to such breach. The Executive cannot disburden himself from the aforementioned prohibitions by the payment of the contractual penalty and/or damages.

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company shall assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company or Subsidiary, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and provided that the Company agrees to perform such obligations if such successor fails to do so in a timely manner. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

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14. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (e) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed with a national postal carrier by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or the facsimile number) shown in the books and records of the Company.

If to the Company:

BR BRANDS S.A.

Rua Doutor Eduardo de Souza Aranha 387 – 15º Andar – Conjunto 151

ZIP 04543-121

São Paulo, SP - Brazil

And

With a copy (which shall not constitute notice hereunder) to:

BR BRANDS S.A.

Rua Doutor Eduardo de Souza Aranha 387 – 15º Andar – Conjunto 151

ZIP 04543-121

São Paulo, SP - Brazil

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof which shall be replaced by such valid and enforceable provision that best reflects the Parties original intent.

17. SUPREMACY & COUNTERPARTS. This Agreement supersedes and replaces all prior agreements and understandings, whether oral or written, in connection with the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute the same instrument.

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18. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with the Company.

19. LIABILITY INSURANCE. The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the Company covers its other officers and directors.

20. GOVERNING LAW. This Agreement, the rights, and obligations of the parties hereto, and any claims or disputes relating thereto, shall exclusively be governed by, and construed in accordance with the substantive laws of US/BRAZIL.

21. DISPUTE RESOLUTION. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of US/BRAZIL.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral. No agreements or representations, oral or otherwise, express, or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

23. REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to the Company that (a) the Executive has used the Executive’s best efforts to provide the Company with (i) each agreement with a predecessor employer which may have any bearing on the Executive ’s legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, or (ii) a summary of the applicable provisions of each such agreement which the Executive may not provide to the Company due to an existing confidentiality obligation, and (b) other than the agreements referenced in the preceding clause (a), the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to the Company entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by the Company such that the parties hereunder shall be relieved of all of their respective duties and obligations hereunder; provided that any termination of the Executive’s employment resulting from the Company exercising its rights pursuant to this sentence shall have the same consequences, especially financial consequences, as a termination of employment by the Executive without cause. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive ’s right to enter into this Agreement and to perform all of the Executive’s obligations hereunder (whether by action against the Executive, the Company, Subsidiary and/or an Affiliate), the Company (on behalf of itself, Subsidiary and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge.

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24. WITHHOLDING. The Company will deduct from the Employee’s gross remuneration as provided for in this Agreement the applicable Employee contributions, as well as applicable taxes, if any in accordance with the respective laws, regulations, and plan documents.

25. FURTHER ASSURANCES. The parties hereto shall cooperate with each other and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement.

BRB FOODS LTD.		PARTICIPANT
/s/ Bruno Bonifacio		/s/ Fabio Farina
By:	Bruno Bonifacio	By:	Fabio Farina
Title:	Chief Executive Officer	Title:	Chief Financial Officer

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EXHIBIT A

GENERAL RELEASE

I, CANDIDATE NAME, in consideration of and subject to the performance by BRB FOODS LTD, (the “Company”), of its obligations under the Employment Agreement, dated as of [-] (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 7 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 7 of the Agreement. Such payments and benefits will not be considered compensation for the purposes of any employee benefit plan, program, policy, or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs I above and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action.

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5. I agree that I hereby waive all rights to sue or obtain equitable, remedial, or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law at the time I sign this General Release, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or indemnity.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.

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10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein and if possible under applicable law, replaced by such valid, legal and enforceable provision that best reflects the intent of the invalid, illegal or unenforceable provision.

14. This General release is subject to the substantive laws of US/BRAZIL.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT ANO AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. 2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS;

3. 3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. 4.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND

5. 5.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

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EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Subsidiaries	Jurisdiction of Incorporation
Thamuz LLC	Delaware
BR Brands S.A.	Brazil
Boni Logistica Ltda	Brazil

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated April 28, 2023, relating to the financial statements of BRB Foods Inc. as of December 31, 2022, and 2021 and to all references to our firm included in this Registration Statement.

/s/ Russell Bedford GM Auditores Independentes S/S

Certified Public Accountants

Porto Alegre, RS, Brazil

January 17, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1 

BRB Foods Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered		Proposed Maximum Offering Price Per Security	Maximum Aggregate Offering Price(2)		Fee Rate		Amount of Registration Fee		Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Common Stock, par value $0.001 per share (2)	Rule 457(o)				$	9,200,000		0.00014760	$	1,357.92
Fees to Be Paid	Equity	Common Stock, par value $0.001 per share(1) (2)	Rule 457(o)		2,538,267		$	10,153,068		0.00014760	$	1,498.59
Fees to Be Paid	Equity	Representative’s Warrants	Rule 457(o)
Fees to Be Paid	Equity	Common Stock, Underlying Representatives Warrants(2)	Rule 457(o)				$	644,000		0.00014760	$	95.05
Carry Forward Securities
Carry Forward Securities
Total Offering Amounts							$	19,997,068			$	2,951.56
Total Fees Previously Paid											$	0.00
Total Fee Offsets											$	0.00
Net Fee Due											$	2,951.56

(1) This Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling stockholders of the Registrant of 2,538,267 shares of common stock previously issued to the selling stockholders as named in the Resale Prospectus. Assumes an offering price per share of $4.00 solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the shares of common stock that the underwriters have the option to purchase to cover any over-allotments.