As filed with the Securities and Exchange Commission on August 12, 2026.

Registration Statement No. 333-

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

FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Betterware de México, S.A.P.I. de C.V.

(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant’s name into English)

Cruce Carretera Gdl-Ameca Huaxtla Km 5
El Arenal, Jalisco
México
+52 (33) 3836-0500
(Address and telephone number of registrant’s principal executive offices)

Corporate Services Company
251 Little Falls Drive
Wilmington, DE 19808
(866) 403-5272
(Name, address and telephone number of agent for service)

Copies to:

Flora R. Perez, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard,
Suite 2000
Fort Lauderdale, FL 33301
(954) 765-0500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

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. x

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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this prospectus is not complete and may be changed. No securities may be sold pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 12, 2026

PROSPECTUS

Betterware de México, S.A.P.I. de C.V.

Up to 2,241,133 Ordinary Shares (for resale)

This prospectus relates to the offer and sale or other disposition, from time to time, by the selling security holder named herein (the “Selling Holder”) of an aggregate of up to 2,241,133 of our ordinary shares, no par value, issued to the Selling Holder in connection with the Tupperware Acquisition (as defined herein). We are registering the offer and sale of the securities described above to satisfy certain registration rights we have granted to the Selling Holder in connection with the Tupperware Acquisition. The Selling Holder may offer the securities from time to time as described in the section entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices.

We will not receive any proceeds from the sale of the ordinary shares by the Selling Holder pursuant to this prospectus. We will pay the expenses in connection with the preparation of this prospectus and associated with the sale of securities pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that either the Selling Holder will issue, offer or sell, as applicable, any of the securities.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

The ordinary shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “BWMX.” On August 11, 2026, the closing price of the ordinary shares was $16.30 per share.

Investing in our securities involves risks. See “Risk Factors” beginning on page 7 and in any applicable prospectus supplement.

None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf’ registration process. Under this shelf registration process, the Selling Holder may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. The Selling Holder may use the shelf registration statement to sell or otherwise dispose of up to an aggregate of 2,241,133 of our ordinary shares from time to time through any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Holder offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the ordinary shares being offered and the terms of the offering the Selling Holder may, from time to time, issue, offer and sell or otherwise dispose of, as applicable, any combination of the securities described in this prospectus in one or more offerings.

Any document incorporated by reference in this prospectus and any prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or incorporated by reference modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “Where You Can Find More Information.”

Neither we nor the Selling Holder have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Holder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described or incorporated by reference herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Unless otherwise stated or unless the context otherwise requires, the terms (i) “we,” “us,” “our,” “Company,” the “Group”, “the Group BeFra” or “BeFra” refer to Betterware de México, S.A.P.I. de C.V., and its subsidiaries on a consolidated basis, (ii) “Betterware,” “BTW,” “BWM” and “BW” refer to Betterware de México, S.A.P.I. de C.V. on a standalone basis, (iii) “JAFRA” or “Jafra” refers to Jafra Cosmetics International, Inc., Jafra Mexico Holding Company, B.V., Distribuidora Comercial Jafra, S.A. de C.V., Jafra Cosmetics International, S.A. de C.V., Jafra Cosmetics, S.A. de C.V., Serviday, S.A. de C.V., Jafrafin, S.A. de C.V. and Distribuidora Venus, S.A. de C.V., on a consolidated basis and (iv) “Tupperware Latin America” refers to the Tupperware brand’s operating assets in Latin America, primarily in Mexico and Brazil, including Dart, S.A. de C.V. (“Dart Mexico”), Dart do Brasil Industria e Comercio Ltda. (“Dart Brazil”) and Cav Sul Centro de Apoio de Vendas de Produtos Pessoais e Artigos para Lar Ltda. (“Cav Sul”) acquired by the Company on June 2, 2026.

Unless otherwise indicated, references in this prospectus to “dollars” and “$” are to U.S. Dollars, references in this prospectus to “Ps.” and “MXN” are to Mexican Pesos, references in this prospectus to “R$” and “BRL” are to Brazilian Reais and financial information presented in this prospectus is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, or IASB or “IFRS.”

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

MARKET AND INDUSTRY DATA

This prospectus contains industry, market and competitive position data that are based on general and industry publications, surveys and studies conducted by third parties, some of which may not be publicly available, and our own internal estimates and research. Third-party publications, surveys and studies generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. These data involve a number of assumptions and limitations and contain projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements made in this prospectus and the documents incorporated by reference into this prospectus may constitute forward-looking statements within the meaning of the United States federal securities laws. Forward-looking statements provide our current expectations or forecasts of future events, including our financial condition, results of operations, earnings outlook and prospects. Forward-looking statements include statements about our expectations, beliefs, plans, goals, objectives, intentions, assumptions and other statements that are not historical facts. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “guideline,” “project,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

The forward-looking statements are based on the current expectations of the management and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Given these uncertainties, you should not rely upon forward looking statements as predictions of future events. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the Securities and Exchange Commission (“SEC”) by Betterware and the following:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

PROSPECTUS SUMMARY

This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in this prospectus or incorporated by reference in this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus and the information incorporated by reference in this prospectus carefully, including our financial statements and the related notes included in this prospectus, the information incorporated by reference in this prospectus and the information set forth under the heading “Risk Factors,” before deciding to invest in our ordinary shares.

The Company

We are a company in the consumer product goods industry, focused on building meaningful brands that the consumer appreciates. We commercialize directly to the customer through a modern form of person to person selling. We operate and report three segments – Betterware, Jafra and Tupperware:

Our business model is tailored mainly to Mexico’s geographic, demographic and economic dynamics, where communities are small and scattered across the country, with very low retail penetration and difficult to fulfill last mile logistics. Management is working to extend its business model to the other countries in the Americas where we have started operations such as Guatemala, the United States and Andean Region (Ecuador, Peru and Colombia).

Home Organization Segment (BWM)

We believe Betterware is a leading direct-to-customer company in Mexico. Our home organization segment is focused on creating innovative products that solve specific needs regarding organization, practicality, space-saving and hygiene within the household, with a wide product portfolio including home solutions, kitchen and food preservation, technology and mobility, bedroom, bathroom, laundry and cleaning, well-being and other categories that include products and solutions for every corner of the household. All of our home organization products are manufactured by more than 350 certified manufacturers in China and Mexico and then delivered to BWM’s warehouse in El Arenal, Jalisco where we process and pack the products.

Beauty and Personal Care Segment (JAFRA)

Our beauty and personal care segment has a portfolio of products within four main categories: fragrances, color, skin care and toiletries. We believe JAFRA is a leader in the Mexican fragrance market and in 2025, our beauty and personal care segment’s products were sold through 12 promotional catalogues published monthly. Almost all of our beauty and personal care segment’s products are produced in our facility located in Queretaro, México and distributed across Mexico and in some cities of the United States through our distribution center located in Lerma, Mexico. Our beauty and personal care segment has one of the biggest distribution networks of leaders and consultants in Mexico reaching more than 9,600 cities in 2025 and 2024.

Food Storage and Drinkware Segment (TW)

Tupperware is a global consumer products brand, known for its premium food storage, kitchen preparation and household organization products. In Latin America, particularly Mexico and Brazil, Tupperware has established profitable operating platforms, supported by its brand recognition, vertically integrated manufacturing facilities, distribution infrastructure and network of independent sales representatives.

Tupperware Acquisition

On June 2, 2026, we acquired Tupperware Latin America’s operating assets, located primarily in Mexico and Brazil, the region’s core markets (the “Tupperware Acquisition”), following receipt of all required regulatory approvals, including clearance from Mexico’s antitrust authority, approval of our shareholders, and satisfaction of all other applicable closing conditions. As part of the Tupperware Acquisition, we also acquired a perpetual, royalty-free, and exclusive license for the “Tupperware” brand for the entire LatAm region (subject only to a license previously granted in Argentina and that expires per its own terms on the third quarter of 2026). The transaction was announced on January 19, 2026 and closed on June 2, 2026.

The total consideration for the Tupperware Acquisition was US$250 million, paid on a debt-free, excess-cash-free basis, consisting of (i) US$215 million in cash and (ii) US$35 million in the form of 2,241,133 newly issued ordinary shares. The cash portion of the consideration was financed through a syndicated term loan with Betterware as the borrower, maturing in April 2031, with proceeds used primarily to finance the acquisition and related transaction costs. The loan is secured by a cross-border collateral package, including pledges over the shares of Dart Mexico, Dart Brazil and Cav Sul and guarantees governed by Mexican and Brazilian law, and is subject to customary financial covenants, affirmative and negative covenants, and events of default.

At closing, we granted certain registration rights with respect to the ordinary shares issued in the transaction. Additionally, the issued ordinary shares are subject to lock-up for up to nine months after the closing of the transaction, except for certain exempt transfers.

Tupperware Latin America has historically been a profitable regional business within the global Tupperware organization. Backed by more than 140 distributors and more than 200,000 independent sales representatives, its vertically integrated operations with world-class manufacturing plants in Mexico (65% utilization) and Brazil (50% utilization) have driven consistently high EBITDA margins and strong free cash flow generation. We hope to renew Tupperware’s previous focus on consumer-driven product innovation and an elevated value proposition, supported by the deep industry experience of our executives.

The Tupperware Acquisition is intended to further our strategy of building the leading direct-selling consumer products platform in Latin America. With the addition of Tupperware Latin America, our portfolio now comprises three iconic brands — Betterware, Jafra, and Tupperware — operating across product categories including innovative home solutions, beauty, and personal care. Tupperware Latin America will operate as an independent business unit within our platform, preserving its distinctive consumer value proposition while benefiting from our proven commercial growth model, which includes product innovation, distributor productivity enhancement, technology and business intelligence capabilities, and operational excellence.

Immediately following the Tupperware Acquisition, the total number of outstanding shares of the Company was 39,485,053.

Corporate Information

Betterware de México, S.A.P.I. de C.V. (formerly Betterware de México, S.A.B. de C.V.), is a Mexican sociedad anónima promotora de inversión de capital variable that was incorporated under the laws of Mexico in 1995. The company’s headquarters are located in the city of Jalisco, Mexico, and its main registered office is located at Gdl-Ameca-Huaxtla km-5, El Arenal Jalisco, 45350, México, and the telephone number is +52 (33) 3836-0500. Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BWMX.” Our website address is https://www.befra.com. Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus.

Foreign Private Issuer

We qualify as a “foreign private issuer” under U.S. securities laws. As long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from compliance with certain laws and regulations of the Exchange Act including, but not limited to, those related to the solicitations of proxies, consents or authorizations, those related to certain executive compensation disclosure rules, and those requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K.

We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the NYSE corporate governance rules and listing standards. Because we are a foreign private issuer, our officers, directors and principal shareholders are not subject to the short-swing profit rules under Section 16 of the Exchange Act. They are, however, subject to the obligations to report changes in share ownership under Section 13 and Section 16 of the Exchange Act and related SEC rules.

We may utilize these exemptions until such time as we are longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

Controlled Company

As of the date of this prospectus, Campalier S.A. de C.V. directly holds approximately 51.4% of our outstanding ordinary shares. As a result, we are a “controlled company” under the NYSE rules and are permitted to rely on certain corporate governance exemptions.

THE OFFERING

We are registering the resale by the Selling Holder or their permitted transferees of up to 2,241,133 ordinary shares. Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 7 of this prospectus.

The following information is as of August 12, 2026 and does not give effect to issuances of ordinary shares after such date.

Resale of Ordinary Shares

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. Before making an investment decision, you should carefully review the risks and uncertainties under the heading “Risk Factors” contained in our most recent annual report on Form 20-F, and in our updates, if any, to those risk factors in our reports of foreign private issuer on Form 6-K, and the specific additional risk factors included below, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. The risks discussed below are not the only risks we face.

Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition and operating results. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

Our revenue and profitability may be affected if we fail to acquire new companies or integrate those that we have already acquired, such as Jafra and Tupperware.

We consider acquisitions a useful instrument to complement our organic growth. We opportunistically explore acquiring other businesses and assets, such as Jafra and Tupperware Latin America.

However, we may face financial, managerial and operational challenges, including diversion of management attention and resources needed for existing operations, difficulties with integrating acquired businesses, integration of different corporate cultures, increased expenses, potential dilution of our brand, assumption of unknown liabilities, potential disputes with the sellers and the need to evaluate the financial systems of and establish internal controls for acquired entities. Further, we seek out acquisitions of companies that maintain the same high quality standards that we maintain, and if we misjudge or overestimate products quality standards, we may not be able to use these products or implement the strategies that were the primary reason for the corresponding acquisition, which would lead to a significant loss both financially and in time spent by our teams trying to integrate the products or implement the strategy.

In addition, our ability to realize the benefits we anticipate from our acquisition activities, including any anticipated sales growth, cost synergies and other anticipated benefits, will depend in large part upon whether we are able to integrate such businesses efficiently and effectively. Integration is an ongoing process, and we may not be able to fully integrate such businesses smoothly or successfully, and the process may take longer than expected. Further, the integration of certain operations and the differences in operational culture following such activity will continue to require the dedication of significant management resources, which may distract management’s attention from day-to-day business operations.

There may also be unasserted claims or assessments that we failed or were unable to discover or identify in the course of performing due diligence investigations of target businesses. While we normally negotiate representation and warranties and related indemnification in relation to such acquisitions, these may not be enough to cover our exposure if a significant liability arises in connection with any acquisition agreement. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that could adversely affect our business, financial condition and results of operations.

If we are unable to successfully integrate the operations of Jafra, Tupperware Latin America or any other acquired business into our business, we may be unable to realize the sales growth, cost synergies and other anticipated benefits of such transactions, and our business, results of operations and cash flow could be materially adversely affected.

Our indebtedness and any future inability to meet any of our obligations under our indebtedness could adversely affect us by reducing our flexibility to respond to changing business and economic conditions.

As of June 30, 2026, we had $423.6 million in outstanding indebtedness (current and non-current borrowings). Our total indebtedness increased materially as a result of the debt financing we incurred in connection with the Tupperware Acquisition, which closed on June 2, 2026. We funded $215 million of the $250 million total consideration for the Tupperware Acquisition with debt, which increased our leverage from approximately 1.5x to approximately 2.6x. The debt is in the form of a syndicated term loan maturing in April 2031. The loan is secured by a cross-border collateral package, including pledges over the shares of Dart Mexico, Dart Brazil and Cav Sul and guarantees governed by Mexican and Brazilian law, and is subject to customary financial covenants, affirmative and negative covenants, and events of default. These provisions may, among other things, restrict the Company’s operational flexibility, require the maintenance of certain financial ratios, and limit its ability to take certain actions, which could adversely affect its business, financial condition, and results of operations. There can be no assurance that the assets acquired in the Tupperware Acquisition will generate sufficient cash flows to service this additional indebtedness, that anticipated synergies will be realized on the expected timeline or at all, or that our leverage will not increase beyond current levels as a result of deterioration in the performance of the acquired business or the broader macroeconomic environment.

We rely on obtaining financing and refinancing of existing indebtedness to operate our business, implement our strategy and grow our business. Disruptions in the global credit markets and their effect on the global and Mexican economies could materially adversely affect our business. We may also incur additional working capital lines of credit to meet future financing needs, subject to certain restrictions under our indebtedness, which would increase our total indebtedness. We may be unable to generate sufficient cash flow from operations and future borrowings, and other financing may be unavailable in an amount sufficient to enable us to fund our current and future financial obligations or our other liquidity needs, which would have a material adverse effect on our business, prospects, financial condition, liquidity and results of operations as well as reduce the availability of our cash flow to fund working capital, operations, capital expenditures, dividend payments, strategic acquisitions, expansion of our operations and other business activities.

Our indebtedness could have material negative consequences on our business, prospects, financial condition, liquidity, results of operations and cash flows, including the following:

Certain of our indebtedness contains customary covenants, including, among other things, limits on the ability of the company and any restricted subsidiary to, subject to certain exceptions, incur liens, incur debt, merge, consolidate or dispose of all or substantially all of its assets. A breach of any of these covenants could result in a default under the applicable indebtedness, which could trigger cross-default or cross-acceleration provisions under our other debt instruments, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Ownership of our Ordinary Shares

The trading price of ordinary shares could be volatile, and the value of our ordinary shares may decline.

We cannot predict the prices at which our ordinary shares will trade. The price of our ordinary shares is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control.

These fluctuations could cause you to lose all or part of your investment in our ordinary shares as you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our ordinary shares include the following:

In addition, the trading price of our ordinary shares could decline for reasons unrelated to our business, financial condition or results of operations. The trading price of our ordinary shares might decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been brought against that company. If our share price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.

This could have an adverse effect on our business, financial condition and results of operations.

Sales of our ordinary shares, or the perception of such sales, including by the Selling Holder pursuant to this prospectus, in the public market or otherwise could cause the market price for our ordinary shares to decline.

The sale of our ordinary shares in the public market or otherwise, including sales pursuant to this prospectus, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it deems appropriate. Resales of our ordinary shares may cause the market price of our securities to drop significantly, regardless of the performance of our business.

The ordinary shares being offered for resale under this prospectus represent approximately 5.7% of the outstanding ordinary shares as of the date of this prospectus. Such shares are subject to lock-up restrictions pursuant to which the Selling Holder has agreed not to transfer, assign or sell such shares until February 27, 2027, subject to certain exceptions. Given the substantial number of ordinary shares being registered for potential resale by the Selling Holder pursuant to this prospectus, the sale of ordinary shares, or the perception in the market that the Selling Holder intends to sell the ordinary shares it holds, could increase the volatility of the market price of our ordinary shares or result in a significant decline in the public trading price of our ordinary shares.

Our issuance of additional ordinary shares in connection with financings, acquisitions or otherwise may dilute all other shareholders.

We may raise capital through equity financings in the future or we may acquire or make investments in complementary companies, offerings or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause shareholders to experience significant dilution of their ownership interests and the per share value of our ordinary shares to decline.

Our status as a controlled company exempts us from certain of the corporate governance standards of the NYSE, limiting the protections afforded to investors.

We are a “controlled company” within the meaning of the NYSE corporate governance standards because Campalier S.A. de C.V. directly holds approximately 51.4% of our outstanding ordinary shares. Under the NYSE rules, a controlled company is exempt from certain NYSE corporate governance requirements. From time to time, we may rely on the exemptions available to controlled companies. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

USE OF PROCEEDS

All of the securities offered by the Selling Holder pursuant to this prospectus will be sold by the Selling Holder for their account. We will not receive any of the proceeds from these sales.

The Selling Holder will pay any underwriting commissions and discounts, and expenses incurred by the Selling Holder for brokerage, marketing costs, or legal services (other than those detailed below). We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, securities or blue sky law compliance fees, the NYSE listing fees and expenses of our counsel and our independent registered public accounting firm, and fees and expenses of one legal counsel.

DIVIDEND POLICY

We have created an Investment Committee which evaluates and recommends to the Board of Directors whether or not to pay dividends. For a history of dividends paid by us over the prior three years, refer to “Note 21 – Stockholders’ equity - Dividends” in the Notes to the Consolidated Financial Statements in our Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 30, 2026 and incorporated by reference herein. For information regarding Mexican law dividend restrictions, including legal reserve requirements, refer to “Note 21 – Stockholders’ equity - Legal Reserve” in the Notes to the Consolidated Financial Statements in our Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 30, 2026 and incorporated by reference herein.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2026.

The following table should be read in conjunction our financial statements and related notes that are incorporated by reference into this prospectus and the other financial information included or incorporated by reference into this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On June 2, 2026, BeFra acquired 100% of the equity interests in Dart Mexico, Dart Brazil and CAV Sul (collectively, the “Acquired Entities”) which represents Tupperware’s principal operating assets in Latin America together with a perpetual, royalty-free and exclusive license to use the “Tupperware” brand throughout Latin America (the “Tupperware Acquisition”). The Tupperware Acquisition was completed on June 2, 2026. The aggregate purchase price was US$250 million, on a debt-free, excess-cash-free basis, consisting of US$215 million in cash funded with debt and 2,241,133 newly issued ordinary shares (the “Acquisition Shares”) of Betterware de México, S.A.P.I. de C.V. (“BeFra” or the “Company”).

The following unaudited pro forma condensed combined statement of operations and balance sheet (the “pro forma statement of operations” and “pro forma balance sheet”) present the historical consolidated financial information of BeFra, adjusted to give effect to the Tupperware Acquisition, including a new syndicated term loan with Betterware as the borrower, maturing in April 2031 and the issuance of the Acquisition Shares, as if it had been consummated on January 1, 2025 for purposes of the pro forma statement of operations and December 31, 2025 for purpose of the proforma balance sheet. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X Pro Forma Financial Information using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information.

The acquired Mexico operations (the “Tupperware Mexico Business”) were historically conducted through Dart, the manufacturing entity; and other affiliate companies through which finished products were sold to customers and which provided administrative and sales-personnel services.

The acquired Brazil operations (the “Tupperware Brazil Business”) were historically conducted through two operating entities: Dart Brasil, the manufacturing entity, and CAV Sul, the entity through which finished products were sold to customers.

The accompanying unaudited pro forma condensed combined statement of operations and balance sheet combine the historical audited consolidated financial statements of BeFra (derived from its Annual Report on Form 20-F) with the historical audited financial statements of each of the Acquired Entities included in this prospectus.

The pro forma statement of operations and balance sheet are presented for illustrative and informational purposes only. It does not purport to represent what the actual combined results of operations would have been had the Tupperware Acquisition occurred on the date indicated, nor is it necessarily indicative of future results of operations. It does not reflect any cost savings, operating synergies or revenue enhancements that may be realized, or any costs that may be incurred to achieve them.

The pro forma statement of operations and balance sheet should be read together with:

Betterware de México, S.A.P.I. de C.V.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2025

See the accompanying notes to the unaudited pro forma condensed combined Statement of operations

Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations

Note 1 — Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. The historical information of the Company and the Acquired Entities is presented in accordance with IFRS and rules of the Securities and Exchange Commission (the “SEC”).

The Tupperware Acquisition will be accounted for as a business combination using the acquisition method in accordance with IFRS 3, Business Combination.

The unaudited pro forma condensed combined Statement of Operations has been prepared by presenting the historical financial information of Betterware de México, S.A.P.I. de C.V. (BeFra) together with the historical financial information of the acquired entities, consisting of Dart Mexico, Dart Brazil and Cav Sul. Historical transactions among the acquired entities have been eliminated to present the historical financial information of the acquired business on a combined basis.

The resulting historical combined financial information has then been adjusted to reflect the transaction accounting adjustments required by IFRS 3, Business Combinations, including the preliminary allocation of the purchase consideration, acquisition financing and other transaction-related adjustments directly attributable to the Tupperware Acquisition.

The transaction accounting adjustments are based on management's preliminary estimates and assumptions and are subject to change as additional information becomes available during the IFRS 3 measurement period. Accordingly, the unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to represent what the combined company's financial position or results of operations would actually have been had the Tupperware Acquisition occurred on the dates assumed, nor is it necessarily indicative of the future financial position or results of operations of the combined company.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies, or cost savings that may result from the integration. The pro forma adjustments represent the Company’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

Note 2 — Tupperware Acquisition

On June 2, 2026, the Company acquired 100% of the equity interests in the Acquired Entities which represents Tupperware’s principal operating assets in Mexico and Brazil, the region’s core markets following receipt of all required regulatory approvals, including clearance from Mexico's antitrust authority, approval of the shareholders, and satisfaction of all other applicable closing conditions. As part of the Tupperware Acquisition, the Company also acquired a perpetual, royalty-free, and exclusive license for the “Tupperware” brand for the entire LatAm region.

The total consideration for the Tupperware Acquisition was US$250 million, paid on a debt-free, excess-cash-free basis, consisting of (i) US$215 million in cash and (ii) US$35 million in the form of 2,241,133 newly issued ordinary shares. Following the issuance, the total number of ordinary shares outstanding increased to 39,485,053 on a pro forma basis, from 37,243,920 shares outstanding immediately prior to the transaction. The cash portion of the consideration was financed through a syndicated term loan with BeFra as the borrower, maturing in April 2031, with proceeds used primarily to finance the acquisition and related transaction costs. The loan is secured by a cross-border collateral package, including pledges over the shares of the Acquired Entities and guarantees governed by Mexican and Brazilian law, and is subject to customary financial covenants, affirmative and negative covenants, and events of default.

The following table summarizes the components of the purchase consideration for the Tupperware Acquisition:

The following is a preliminary estimate of the assets acquired and the liabilities assumed by BeFra in the transaction, reconciled to estimated purchase consideration:

Note 3 — Pro Forma Adjustment (Statement of Operations)

The pro forma adjustment to the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, is as follows:

(a) Cost of Sales — Reflects the incremental depreciation associated with the production molds acquired as part of the Tupperware Acquisition. Depreciation has been calculated based on the preliminary estimated fair value of the acquired molds and their estimated remaining useful lives.

(b) Selling, general and administrative expenses — Reflects MXN 56,848 thousand of non-recurring transaction costs (advisory, legal, labor, accounting and other) directly attributable to the Tupperware Acquisition. As these costs are non-recurring and are not expected to have a continuing impact on the results of operations of the combined company. The corresponding liability and the related charge to retained earnings are reflected in the unaudited pro forma condensed combined balance sheet (see balance sheet adjustment (d)).

(c) Interest expense — Reflects interest expense associated with the syndicated secured financing obtained to fund the cash portion of the consideration for the Tupperware Acquisition, including the amortization of capitalized debt issuance costs using the effective interest method.

Note 4 — Earnings per Share (EPS)

The unaudited pro forma basic earnings per share (“EPS”) has been calculated by dividing the pro forma net income attributable to common shareholders by the pro forma weighted-average number of common shares outstanding, giving effect to the issuance of 2,241,133 common shares as part of the consideration for the Tupperware Acquisition.

Betterware de México, S.A.P.I. de C.V.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2025

See the accompanying notes to the unaudited pro forma condensed combined balance sheet.

Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet

Note 1 — Basis of Presentation

The accompanying unaudited pro forma condensed combined balance sheet gives effect to the Tupperware Acquisition as if it had occurred on December 31, 2025, and combines the historical statements of financial position of BeFra and the acquired Tupperware Mexico and Brazil businesses as of that date, together with the transaction accounting adjustments described in Note 2. The historical amounts are presented in accordance with IFRS.

The “Combined” column (column D) represents the arithmetic aggregation of the historical balances (columns A, B and C) before giving effect to the acquisition. Because the historical stockholders’ equity of the acquired businesses is eliminated under the acquisition method of accounting, the aggregation is completed through the transaction accounting adjustments (column E); accordingly, the “Combined” column is not intended to balance on a stand-alone basis, whereas the “Pro Forma Combined” column (column F = D + E) presents the combined financial position after giving effect to the acquisition and does balance.

Note 2 — Pro Forma Balance Sheet Adjustments

The accompanying unaudited pro forma condensed combined balance sheet reflects the following transaction accounting adjustments, giving effect to the Tupperware Acquisition as if it had been completed on December 31, 2025. The adjustments are based on management’s preliminary estimates and assumptions and are subject to change upon completion of the purchase price allocation and the final determination of the fair values of the assets acquired and liabilities assumed in accordance with IFRS 3, Business Combinations. The measurement period remains open and any adjustments arising during that period could be material.

Other Relevant Information

In connection with the Tupperware Acquisition, and as contemplated by the SPA, the Company did not acquire the commercial agreements that had historically been maintained by another Tupperware entity in Mexico. Rather, prior to the closing of the Tupperware Acquisition, Dart Mexico entered into new commercial agreements, including distribution arrangements, in most cases on terms substantially similar to the prior arrangements, with certain independent distributors whose commercial relationships had historically been maintained by that other Tupperware entity; These new agreements were entered into directly by Dart Mexico to facilitate continuity of certain commercial relationships following the Acquisition and did not constitute assignments or transfers of the historical agreements.

Because the new commercial arrangements, taken as a whole, are different from the historical arrangements, the Company has determined that there is not sufficient continuity of those assets under Rule 11-01(d) and, therefore, the historical financial information relating to the prior commercial agreements does not form part of the historical financial information used to prepare the unaudited pro forma condensed combined financial information included elsewhere in this registration statement. During the year ended December 31, 2025, the sales and related commercial activities associated with these relationships were conducted and recorded by the other Tupperware entity in Mexico and, accordingly, are not reflected in Dart Mexico's historical financial statements. Net sales associated with these relationships were approximately MXN 1,665 million for the year ended December 31, 2025 (net of intercompany elimination). The effect to cost of sales and administrative and selling expenses from the related commercial activities were a reduction of MXN 359 million and an increase of MXN 749 million, respectively.

These effects are unaudited and do not form part of, and should not be read together with, the unaudited pro forma condensed combined financial information. It does not represent, and should not be construed as, the historical financial statements or results of operations of Dart Mexico or of any other legal entity or Tupperware business, and it does not modify the scope of the entities, business or assets acquired in the Tupperware Acquisition. This information is provided solely to give additional context regarding the historical scale and operating performance of the relevant activities and should not be considered a forecast, projection or estimate of future results, nor is it necessarily indicative of results that would have been achieved had these activities been conducted by Dart Mexico during the periods presented. There can be no assurance that Dart Mexico, Tupperware businesses or the Company will achieve comparable levels of net sales, profitability or margins following the Acquisition. 

DESCRIPTION OF SECURITIES

Type and Class of Securities

Our ordinary shares are listed on the NYSE under the symbol “BWMX.” Our authorized share capital consists of 39,485,053 ordinary shares. No preference, restricted, non-voting, or special series of shares exist or are authorized. All of our ordinary shares have been validly issued and are fully paid and non-assessable. Our ordinary shares are issued in registered form only and no certificates will be issued. Our ordinary shares are freely transferable, subject to compliance with transfer formalities under our articles of association, as amended, our bylaws and applicable law.

We are entitled to treat the registered holder of any share as the absolute owner thereof and are not bound to recognize any equitable claim or other claim or interest in such share on the part of any other person. Our by-laws require our shareholders to authorize any share issuance.

We are organized as a Sociedad Anonima Promotora de Inversion de Capital Variable (S.A.P.I. de C.V.) under the laws of Mexico. We are a variable capital publicly traded stock corporation, and, in accordance with Mexican law, our capital stock is divided into a fixed portion and a variable portion, both of which are represented by common shares of a single class of capital stock, with no par value. . The minimum fixed portion of the capital stock, without right of withdrawal, is MXN $50,000 (Fifty Thousand Pesos), represented by 10,000 shares. The total amount of shares may be freely subscribed in accordance with the Foreign Investment Law (Ley de Inversion Extranjera) and other applicable law. Within each series, each share grants equal rights and obligations to its holders, and all shares participate equally, without distinction, in every dividend, reimbursement, amortization, or distribution of any nature.

We may increase or decrease the fixed portion of our capital stock through a resolution adopted by an extraordinary general shareholders’ meeting and upon amendment of our bylaws. We may increase the variable portion of our capital stock through a resolution adopted by our general ordinary shareholders’ meeting, and this process does not require amending our bylaws. Increases or reductions of our capital stock cannot result in the circumvention of the shareholding and voting limitation provided for in our bylaws. We must record increases and reductions in the fixed or variable portion of the capital stock in our capital variations registry.

Preemptive Rights

Any issuance of our ordinary shares is subject to mandatory preemptive rights, except in the event of a public offering and other limited circumstances. Ordinary shares issued that have cleared preemptive rights or that are the subject of public offerings, may be allocated as a result of a resolution from our directors. Ordinary shares repurchased by us in the open market may be placed again based upon resolutions by our directors.

In the event of capital increases through payment in cash or in kind, or by capitalization of our liabilities, existing shareholders have a preemptive right to subscribe for new shares in proportion to their existing holdings, within a period of fifteen calendar days from the date of publication of the relevant notice in the electronic system established by the Ministry of Economy (Secretaria de Economia), or from the date of the shareholders’ meeting at which the capital increase was approved if all shares were represented thereat. Such preemptive rights do not apply to capital increases carried out through public offerings pursuant to Article 53 of the Securities Market Law (Ley del Mercado de Valores).

Voting Rights

Each ordinary share entitles its holder to one vote at our general shareholders’ meetings. We may, upon prior authorization from the National Banking and Securities Commission (Comision Nacional Bancaria y de Valores, or CNBV), issue shares with limited, restricted, or no voting rights, provided that such shares do not exceed 25% of the paid-in capital stock deemed by the CNBV to be traded among the investing public at the time of the relevant public offering. Non-voting shares are not counted for purposes of establishing quorum at general shareholders’ meetings, while shares with limited or restricted voting rights are only counted with respect to matters on which they are entitled to vote.

Shareholders’ meetings may be ordinary or extraordinary. An ordinary general shareholders’ meeting requires, on first call, a quorum of shareholders representing at least 50% plus one of the outstanding voting shares, and resolutions are adopted by a majority of the voting shares present. On second or subsequent call, an ordinary general shareholders’ meeting may be validly held regardless of the number of shares represented, and resolutions are adopted by a majority of the shares present. An extraordinary general shareholders’ meeting requires, on first call, a quorum of at least 75% of the outstanding voting shares, with resolutions requiring the affirmative vote of shares representing at least 50% of the outstanding voting shares. On second or subsequent call, an extraordinary general shareholders’ meeting may be validly held with 50% of the outstanding voting shares represented, with resolutions requiring the affirmative vote of shares representing at least 50% of the outstanding voting shares. Notwithstanding the foregoing, certain matters require higher voting thresholds, including: (i) amendments to our by-laws, which require the affirmative vote of shares representing at least 75% of the outstanding capital stock; and (ii) cancellation of the registration of our ordinary shares in the National Securities Registry (Registro Nacional de Valores), which requires the affirmative vote of shares representing at least 95% of the outstanding capital stock.

Shareholders holding at least 10% of the shares with voting rights (including limited or restricted voting rights) may request that the Chairman of the Board of Directors or the Chairman of the Corporate Practices and Audit Committee convene a general shareholders’ meeting to discuss specified matters. Shareholders holding at least 20% of the capital stock may judicially contest resolutions adopted at general shareholders’ meetings with respect to matters on which they are entitled to vote.

Our articles of association, as amended, specify how we will determine the shareholders of record entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof.

Pursuant to Mexican law, a shareholder must abstain from being present for the deliberation and voting in a matter in which they have a conflict of interest. If, however, the shareholder votes, that shareholder will be liable for damages, but only if the corresponding transaction would not have been approved without that shareholder’s vote. The determination of a conflict of interest will initially be made by the shareholder, and otherwise subject to legal determination.

Dividend Rights

The declaration, amount and payment terms of any dividends must be approved by a majority of our shareholders acting at a general ordinary shareholders’ meeting at which a quorum, on first call, of shareholders representing at least half plus one our capital stock are present, based upon the prior recommendation of our Board of Directors. Under Mexican law, dividends may only be paid (i) from retained earnings as set forth in financial statements previously approved by shareholders, (ii) if we have no prior fiscal year losses (unless such losses have been repaid or absorbed) and (iii) if a legal reserve has been created or is maintained by annually setting aside at least 5.0% of net income until the legal reserve equals at least 20% of our capital stock. Dividends may be paid in U.S. dollars, Euro or any other currency chosen by the shareholders meeting and dividends may be paid at such places and times as may be determined by the shareholders meeting within the limits of any decision made at such general shareholders meeting. Dividends may also be paid in kind in assets of any nature, and the valuation of those assets shall be established by the shareholders meeting according to valuation methods determined in its discretion.

The net profits of each fiscal year, after deduction of income taxes, profit sharing, and amortization of prior year losses, are distributed as follows: (i) 5% is allocated to constitute or reconstitute the legal reserve fund until it equals at least 20% of the capital stock; (ii) the general ordinary shareholders’ meeting may create a reserve for the acquisition of our own ordinary shares; (iii) the general shareholders’ meeting may create, increase, modify, or eliminate other capital reserves; and (iv) any residual amounts are distributed as determined by the general ordinary shareholders’ meeting, including as dividends to all shareholders in proportion to their participation. Any dividends not collected within five years from the date on which they became due and payable shall be deemed waived in favor of us. All outstanding ordinary shares, as of the record date of a dividend payment or other distribution, have the right to receive dividends or any other distribution in equal parts.

Repurchase Rights

Pursuant to our articles of association, our Board of Directors may redeem our own ordinary shares in accordance with Mexican Law on such terms and in such manner as may be authorized by the general meeting of shareholders in an ordinary resolution, subject to the rules of any stock exchange on which our ordinary shares are traded.

We may acquire our ordinary shares through the NYSE, at market prices, or through public offerings or auctions authorized by the CNBV, in accordance with Article 56 of the Securities Market Law. The general shareholders’ meeting must expressly authorize, for each fiscal year, the total amount of proceeds that may be allocated for the acquisition of our own shares, with the only limitation being that such proceeds may not exceed the total balance of our net profits, including profits retained from prior fiscal years. Shares held by us carry no voting or economic rights while so held. Subsidiaries and entities controlled by us may not acquire, directly or indirectly, shares representing our capital stock, except for: (i) acquisitions made through investment funds; and (ii) acquisitions made to implement or comply with employee stock option plans or pension, retirement, or seniority premium funds created directly or indirectly by us, provided that shares acquired for such purposes do not exceed 5% of our total outstanding shares.

Restrictions on Acquisition of Shares and Change of Control

Our by-laws contain provisions restricting the acquisition of shares and changes of control. Any direct or indirect acquisition of shares, under any legal title or scheme, that would result in the acquirer (together with related parties) holding a percentage of our capital stock equal to or greater than 9.9% requires the prior written consent of the Board of Directors. Once the 9.9% threshold is reached, any subsequent acquisition of shares representing an additional 2% or more of the capital stock must be notified to the Board of Directors, though no additional authorization is required for acquisitions up to 20% of the capital stock. Any acquisition of shares resulting in a holding of 20% or more of the capital stock, or any change of control, requires both the prior written consent of the Board of Directors and the launching of a tender offer for 100% of the outstanding shares at a price that is the highest of: (i) book value per share based on the latest quarterly financial statements; (ii) the highest closing price per share during the 365 days prior to the application or authorization; or (iii) the highest price paid for any shares during the 365 days prior to the application or authorization, in each case plus a premium of at least 15% (which may be adjusted by the Board of Directors based on the opinion of a reputable investment bank). Any acquisition of shares or entry into voting agreements made without the required prior written consent of the Board of Directors (or, in applicable cases, the general ordinary shareholders’ meeting) will result in the subject shares having no voting rights, and will not be recorded in our share registry.

The change of control provisions of our by-laws may only be amended or removed by the affirmative vote of shareholders representing: (i) at least 95% of the outstanding shares, until March 13, 2023; and (ii) at least 66% of the outstanding shares, at any time after March 13, 2023.

Board of Directors

Our Board of Directors consists of between 9 and 21 members, as determined by the general ordinary shareholders’ meeting, subject to the provisions in our articles of association regarding the appointment of a minority appointed director, whereby our shareholders that hold at least 10% or more of our capital stock, whether individually or jointly, have the right to appoint and revoke at a general shareholders’ meeting one member of the Board of Directors. At least 25% of the members of the Board of Directors must qualify as independent under the Securities Market Law. Shareholders holding, individually or jointly, at least 10% of our capital stock (including shares with limited or restricted voting rights) have the right to appoint and revoke one member of the Board of Directors and his or her alternate. Directors serve one-year terms. Any director whose interests in a given transaction are in conflict with the Company’s must disclose such conflict and refrain from any deliberation or vote in connection therewith. Any director who breaches of this duty of loyalty may be liable for any damages or loss of profits suffered by the Company as a result. Under no circumstances may the Company indemnify Board members for breaches of the duty of loyalty.

Liquidation Rights

The Company may be dissolved upon occurrence of any of the events described in Article 229 of the Mexican Corporations Law, any other provision replacing it from time to time and other applicable law, namely: (i) the expiration of its term; (ii) if the Company’s purpose may no longer be satisfied; (iii) by resolution of the extraordinary shareholders’ meeting; (iv) if the Company loses 2/3 of its paid in capital; or (v) as a result of the resolution of an administrative or judicial authority. Once the Company has been dissolved under any of the circumstances described above, it shall be placed in liquidation, which would be administered by one or more liquidators, who in such case shall act together as determined by resolution at a general shareholders’ meeting. The liquidator or liquidators will proceed with the liquidation and the pro rata distribution of the proceeds of the remaining assets of the Company, if any, to shareholders.

Transfer Agent and Registrar

We have appointed Continental Stock Transfer & Trust Company (“CST”) as our U.S. registrar and transfer agent, and all ordinary shares and shareholders are transferred from the register held at our registered office to the register held by our U.S. registrar and transfer agent. Pursuant to Mexican law, any transfer of shares must be registered in our stock registry or through book entries that may be traced back from our stock registry to the records of CST. Our ordinary shares are issued and registered in book-entry form only. CST maintains our stock registry and only persons listed in such stock registry as registered holders or persons holding our ordinary shares through institutions that maintain a registered account with CST will be recognized as our shareholders.

Jurisdiction

In the event of any controversy between us and our shareholders, or between two or more shareholders or groups of shareholders regarding any matters relating to the Company, all shareholders and we have expressly and irrevocably submitted to the jurisdiction of the competent federal courts in Mexico City, Mexico, expressly and irrevocably waiving any other jurisdiction that may correspond to them by virtue of their present or future domicile or for any other reason. Notwithstanding the foregoing, our shareholders will not be deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder applicable to foreign private issuers. If a court were to find the exclusive jurisdiction provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, results of operations and prospects. The exclusive jurisdiction provision would not prevent derivative shareholder actions based on claims arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting jurisdiction over such claims. However, there is uncertainty whether a U.S. court would enforce the exclusive jurisdiction provision for actions for breach of fiduciary duty and other claims.

SELLING HOLDER

In accordance with the terms of a registration rights agreement with the Selling Holder, among other parties, this prospectus relates to the resale by the Selling Holder of up to 2,241,133 ordinary shares issued in connection with the Tupperware Acquisition. For additional information regarding the issuance of those ordinary shares, see “Prospectus Summary-Tupperware Acquisition”. We are registering the ordinary shares in order to permit the Selling Holder to dispose of, or offer the shares for resale, from time to time. Except for the ownership of the ordinary shares, the Selling Holder has not had any material relationship with the Company within the past three years.

The ordinary shares being offered by the Selling Holder are those previously issued to the Selling Holder. When we refer to the “Selling Holder” in this prospectus, we mean the person listed in the table and in the footnote to the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus is a part or by supplement to this prospectus), and any pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Holder’s interest in the ordinary shares after the date of this prospectus such that registration rights shall apply to those securities.

Following the expiration of the lock-up restrictions described herein, the sale of all of the ordinary shares registered for resale hereunder or the perception that such sales may occur, may cause the market prices of our securities to decline significantly. See “Risk Factors- Sales of our ordinary shares, or the perception of such sales, including by the Selling Holder pursuant to this prospectus, in the public market or otherwise could cause the market price for our ordinary shares to decline.”

The table below lists the Selling Holder and other information regarding the beneficial ownership of the ordinary shares and is based on information provided to us by the Selling Holder. The second column provides the number of ordinary shares beneficially owned by the Selling Holder, based on its ownership of the ordinary shares as of August 4, 2026. The third column provides the ordinary shares being offered by this prospectus by the Selling Holder. Unless otherwise indicated in the table below, the Selling Holder is not a broker-dealer or an affiliate of a broker-dealer.

The fourth column assumes the sale of all of the ordinary shares offered by the Selling Holder pursuant to this prospectus. The fifth column provides the percentage of ordinary shares to be beneficially owned after completion of this offering, calculated on the basis of 39,485,053 ordinary shares outstanding as of August 4, 2026.

We cannot advise you as to whether the Selling Holder will in fact sell any or all of such ordinary shares. In addition, the Selling Holder may sell, transfer or otherwise dispose of, at any time and from time to time, the ordinary shares in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of this table, we have assumed that the Selling Holder will have sold all of the securities covered by this prospectus upon the completion of the offering.

U.A. and Premiere Brands LLC may be deemed to have beneficial ownership of such ordinary shares held directly by TSM. Steven Ramos is the sole administrator of TSM and may be deemed to have beneficial ownership of such ordinary shares held directly by TSM. The address of TSM is Paseo de los Laureles 458, Piso 1, Oficina 101 Bis, Bosques de las Lomas, C.P. 05120, Ciudad de México, Mexico.

PLAN OF DISTRIBUTION

We are registering the resale, from time to time, by the Selling Holder or their permitted transferees of up to 2,241,133 ordinary shares issued to the Selling Holder in connection with the Tupperware Acquisition.

The Selling Holder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the NYSE or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Holder may use any one or more of the following methods when selling securities:

The Selling Holder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

A Selling Holder that is an entity may elect to make an in-kind distribution of shares to its members, partners, stockholders or other equity holders pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus. To the extent that such members, partners, stockholders or other equity holders are not affiliates of ours, such members, partners, stockholders or other equity holders would thereby receive freely tradable shares pursuant to a distribution pursuant to the registration statement of which this prospectus forms a part.

Broker-dealers engaged by the Selling Holder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Holder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Holder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Holder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Holder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Holder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Holder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Holder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Holder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Holder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the ordinary shares by the Selling Holder or any other person. We will make copies of this prospectus available to the Selling Holder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

EXPENSES

The following table sets forth an estimate of the fees and expenses payable by us in connection with the sale and distribution of the securities being registered hereby. With the exception of the SEC registration fee, all amounts are estimates and may change.

ENFORCEABILITY OF CIVIL LIABILITY

We are a company incorporated under the laws of Mexico. A substantial portion of our assets and most of our directors and executive officers are located and reside, respectively, outside the United States. Because of the location of our assets and members of our board of directors, it may not be possible for investors to serve process within the United States upon us or such persons with respect to matters arising under the United States federal securities laws or to enforce against us or our directors and executive officers judgments obtained in United States courts, including judgments predicated upon civil liability provisions of the U.S. federal securities laws or state securities laws.

There is also doubt as to the enforceability, in original actions in Mexican courts, of liabilities including those predicated solely on U.S. federal securities laws and as to the enforceability in Mexican courts of judgments of U.S. courts obtained in actions, including those predicated upon the civil liability provisions of U.S. federal securities laws. There is no bilateral treaty currently in effect between the United States and Mexico that covers the reciprocal enforcement of civil foreign judgments. In the past, Mexican courts have enforced judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, consisting of the review in Mexico of the United States judgment, in order to ascertain, among other matters, whether Mexican legal principles of due process and public policy (orden público) have been complied with, without reviewing the merits of the subject matter of the case.

Our agent for service of process in the United States is Corporate Services Company, located at 251 Little Falls Drive, Wilmington, Delaware 19808.

LEGAL MATTERS

Greenberg Traurig, S.C., have passed upon the validity of the issue of our securities which are offered by this prospectus.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 have been so incorporated in reliance on the report (which contains an adverse opinion on the effectiveness of the Company’s internal control over financial reporting) of PricewaterhouseCoopers S.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Dart, S.A. de C.V., included herein, as of and for the years ended December 31, 2025 and 2024, included in this prospectus have been so included in reliance on the report of Orbe BPO, S. de R.L. de C.V., independent auditors, as set forth in their report thereon, and are included in reliance on such report given on the authority of said firm as experts in auditing and accounting.

The financial statements of Dart do Brasil Industria e Comercio Ltda., included herein, as of and for the year ended December 31, 2025, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Auditores Independentes Ltda., independent auditors, as set forth in their report thereon, and are included in reliance on such report given on the authority of said firm as experts in auditing and accounting.

The financial statements of Dart do Brasil Industria e Comercio Ltda. as of December 31, 2024 and for the year then ended, have been included herein in reliance upon the report of KPMG Auditores Independentes Ltda., independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The financial statements of Cav Sul Centro de Apoio de Vendas de Produtos Pessoais e Artigos para Lar Ltda., included herein, as of and for the year ended December 31, 2025, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Auditores Independentes Ltda., independent auditors, as set forth in their report thereon, and are included in reliance on such report given on the authority of said firm as experts in auditing and accounting.

The financial statements of Cav Sul Centro de Apoio de Vendas de Produtos Pessoais e Artigos para Lar Ltda. as of December 31, 2024 and for the year then ended, have been included herein in reliance upon the report of KPMG Auditores Independentes Ltda., independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form F-3, including exhibits, under the Securities Act of 1933 with respect to the ordinary shares offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our securities, you should refer to the registration statement and our exhibits.

In addition, we file annual reports, current reports and other information with the SEC. Our SEC filings are available to the public on a website maintained by the SEC located at www.sec.gov. We also maintain a website at https://www.befra.com/. Through our website, we make available, free of charge, annual reports, current reports and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We file annual and special reports and other information with the SEC. These filings contain important information that does not appear in this prospectus. The SEC allows us to incorporate by reference information into this prospectus, which means that we can disclose important information to you by referring you to other documents, or portions thereof, which we have filed or will file with the SEC and which we have, or will, specifically include in the prospectus.

This prospectus incorporates by reference the documents listed below and any future filings or portions thereof we make with the SEC that we specifically incorporate by reference therein:

Certain statements in and portions of this prospectus update and replace information in the above-listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above-listed documents.

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

Betterware de México, S.A.P.I. de C.V.
Cruce Carretera Gdl-Ameca Huaxtla Km 5
El Arenal, Jalisco, México
Attn: Investor Relations
+52 (33) 3836-0500

INDEX TO FINANCIAL STATEMENTS

Financial Statements

Independent Auditors' Report

To the stockholders’ assembly of DART, S.A de C.V

(A subsidiary of Tupperware Services México, S. de R. L. de C. V., which in turn is a subsidiary of Party Products Holdings, LLC)

Opinion

We have audited the accompanying financial statements of DART, S.A. de C.V. (the "Company"), which comprise the statements of financial position as of December 31, 2025 and 2024, and the related statements of comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America ("U.S. GAAS"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Av. Paseo de la Reforma 333 Piso 6 Col. Cuauhtémoc, 06500, CDMX, México

www.obpo.com.mx

Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with U.S. GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with U.S. GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Orbe BPO, S de RL de CV

/s/ Orbe BPO, S de RL de CV

C.P.A. Miriam Rojas Jiménez

Auditor

Mexico City, June 30, 2026

Av. Paseo de la Reforma 333 Piso 6 Col. Cuauhtémoc, 06500, CDMX, México

 www.obpo.com.mx

Dart, S. A. de C. V.

(A subsidiary of Tupperware Services México, S. de R. L. de C. V., which in turn is a subsidiary of Party Products Holdings, LLC)

Statements of Financial Position

As of December 31, 2025 and 2024

(Expressed in Mexican Pesos)

The accompanying notes form an integral part of these financial statements.

Dart, S. A. de C. V.

(A subsidiary of Tupperware Services México, S. de R. L. de C. V., which in turn is a subsidiary of Party Products Holdings, LLC)

Statements of Comprehensive Income

For the year ended December 31, 2025 and 2024

(Expressed in Mexican Pesos)

The accompanying notes form an integral part of these financial statements.

Dart, S. A. de C. V.

(A subsidiary of Tupperware Services México, S. de R. L. de C. V., which in turn is a subsidiary of Party Products Holdings, LLC)

Statements of Changes in Stockholders’ Equity

As of December 31, 2025 and 2024

(Expressed in Mexican Pesos)