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Private company

BRB Foods Inc.

American Food and Kindred Products company, incorporated in Delaware1

In its 2026 annual report the company says: “BRB Foods Inc. is a Wyoming-incorporated holding company that operates in Brazil through its subsidiaries BR Brands S.A., formerly BR Brands Ltda., and Boni Logistica Ltda. Our business includes acquiring, producing, processing, manufacturing and packaging dry food products that are distributed to, and marketed at, major retailers and food service establishments throughout Brazil.”3 It is headquartered in Dover, Delaware.1

Last updated Oct 21, 2026.

Overview

  • IndustryFood and Kindred Products1
  • HeadquartersDover, Delaware1
  • Incorporated inDE2
  • Business address8 The Green Ste #3, Dover, De 199012
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

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BRB Foods Inc. (the “Company” or “BRBF”) is a Wyoming-incorporated holding company that operates in Brazil through its subsidiaries BR Brands S.A., formerly BR Brands Ltda., (“BR Brands”) and Boni Logistica Ltda. (“Boni Logistica”). BR Brands focuses on the development, manufacturing coordination and commercialization of dry food products, while Boni Logistica supports logistics coordination and distribution management. Our business includes acquiring, producing, processing, manufacturing and packaging dry food products that are distributed to, and marketed at, major retailers and food service establishments throughout Brazil. We employ sales personnel who prepare retail displays at the physical locations of products’ sales (also known as the point of sale).3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-100.0%Revenue growth, 20254

Financial statements

Revenue4$0 in 2025
0$20.0K$40.0K$60.0K2024: $40.5K$40.5K20242025: $0$02025
Gross profit4$0 in 2025−100% since 2024
-$10.0K-$7.5K-$5.0K-$2.5K02024: -$8.2K-$8.2K20242025: $0$02025−100%
Operating income4-$739.2K in 2025+63% since 2024
-$800.0K-$600.0K-$400.0K-$200.0K02024: -$452.8K-$452.8K20242025: -$739.2K-$739.2K2025+63%
Net income4-$1.1M in 2025−33% since 2024
-$2.0M-$1.5M-$1.0M-$500.0K02024: -$1.6M-$1.6M20242025: -$1.1M-$1.1M2025−33%
Fiscal year202320242025
Revenue$40.5K4$04
Cost of revenue$48.6K4$04
Gross profit-$8.2K4$04
Research and development$1.1M4$25.4K4
Operating income-$452.8K4-$739.2K4
Income before tax-$1.6M4-$1.1M4
Income tax$2.9K4$04
Net income-$1.6M4-$1.1M4
Earnings per share-$0.144-$0.094
Earnings per share (diluted)-$0.144-$0.094
Shares (weighted, basic)12.0M shares412.0M shares4
Shares (weighted, diluted)12.5M shares412.6M shares4

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What it owns

What BRB Foods Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$54.3K4 Dec 31, 2025$52.0K4 Dec 31, 2024+4.3%
Property and equipment, net$76.4K4 Dec 31, 2025$79.2K4 Dec 31, 2024−3.6%
Operating-lease assets (leased space)$04 Dec 31, 2025$168.9K4 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, net$512.0K4 Dec 31, 2025$512.0K4 Dec 31, 20240%

Inventory

ItemLatestA year beforeChange
Inventory, total$60.3K4 Dec 31, 2025$53.6K4 Dec 31, 2024+12.5%

Properties, in its own words

Our principal executive office is located at Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151, São Paulo, SP 04543-121, Brazil. The Company utilizes leased facilities for administrative, logisctics coordination and operational support purposes. The Company does not own any real estate. Management believe that our current facilities are adequate for our present operations.

Item 2 of the 10-K filed Apr 15, 2026.3

Former names

  • BRB Foods LtdMay 15, 2023 to May 15, 20232

Filings

53 filings to the SEC since October 2021: 1 annual reports, 1 quarterly reports, 51 other. The latest 20:

  1. May 18, 2026NT 10-Q EDGAR
  2. Apr 15, 202610-K EDGAR
  3. Apr 6, 2026POS AM EDGAR
  4. Apr 1, 2026NT 10-K EDGAR
  5. Dec 19, 2025EFFECT EDGAR
  6. Dec 12, 2025POS AM REGISTRATION STATEMENT EDGAR
  7. Dec 12, 202510-Q QUARTERLY REPORT EDGAR
  8. Oct 22, 2025POS AM REGISTRATION STATEMENT EDGAR
  9. Sep 29, 2025EFFECT EDGAR
  10. Sep 26, 20258-A12B FOR REGISTRATION OF CERTAIN CLASSES EDGAR
  11. Sep 25, 2025POS AM POST-EFFECTIVE AMENDMENT EDGAR
  12. Sep 3, 2025EFFECT EDGAR
  13. Aug 28, 2025POS AM POST EFFECTIVE REGISTRATION STATEMENT EDGAR
  14. Aug 11, 2025EFFECT EDGAR
  15. Aug 7, 2025CORRESP EDGAR
  16. Aug 7, 2025CORRESP EDGAR
  17. Aug 7, 2025S-1/A REGISTRATION STATEMENT EDGAR
  18. Aug 4, 2025S-1/A REGISTRATION STATEMENT EDGAR
  19. Jul 17, 2025S-1/A REGISTRATION STATEMENT EDGAR
  20. Jul 16, 2025CORRESP EDGAR

The 53 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

SEC filer profile

How BRB Foods Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBRB Foods Inc.1
  • CIK0001976870
  • Employer ID (EIN)92-11969353
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inWyoming3
  • Fiscal year endsDecember 311
  • Industry code (SIC)2000 Food and Kindred Products1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address8 The Green Ste #3, Dover, DE 199011
  • Mailing addressRua Doutor Eduardo De Souza Aranha, 387 - Cj. 151, Vila Nova Conceicao, Sao Paulo, Sp, Brazil1
  • Phone55 11 4040-57661
  • Shares outstanding0 shares as of Apr 15, 20263
  • Public float$0 as of Jun 30, 20254
  • AuditorRussell Bedford GM, Wyoming - US PCAOB ID 6748; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceMay 15, 20231
  • Filings53 in all: S-1/A (14), CORRESP (11), UPLOAD (10), POS AM (5), EFFECT (4), 10-K (1), 10-Q (1), 8-A12B (1)1
    All 14 form types

    DRS (1), DRS/A (1), DRSLTR (1), NT 10-K (1), NT 10-Q (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Dec 12, 2025

Risk factors and legal proceedings

The risks BRB Foods Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 58 risks under these headings, as written.3

  • Risks Related to Our Business and Industry
  • Our results may be negatively impacted in the event of non-renewal, termination or breach of our existing Intellectual Property License Agreements.
  • Three of our four key intellectual property license agreements have expired as of the date of this Annual Report on Form 10-K, collectively covering 46 of our 61 planned new products, and the failure to renew these agreements would have a materially adverse effect on our business, results of operations and financial condition.
  • We have incurred net losses from operations, experienced net cash outflows from our operating activities and our independent registered public accounting firm included an explanatory paragraph concerning substantial doubt about our ability to continue as a going concern in its report on our financial statements for the years ended December 31, 2025 and 2024. If we do not effectively manage our cash and other liquid financial assets, execute our plan to increase profitability and obtain additional financing, our ability to continue as a going concern could be negatively affected.
  • Our principal assets are our indirect ownership interests in our subsidiaries BR Brands S.A. (formerly BR Brands Ltda.) and Boni Logistica Ltda. If these subsidiaries are restricted from distributing or otherwise transferring funds to us, pursuant to applicable law, regulation or otherwise, our liquidity, financial condition or results of operations could be materially and adversely affected.
  • We have paused sales of our products since the second quarter of 2024 and there is no assurance that we will be able to successfully re-enter the market or regain customer and/or vendor relationships.
  • The categories in which we participate are very competitive, and if we are not able to compete effectively, our results of operations could be adversely affected.
  • We may be unable to maintain our profit margins in the face of a consolidating retail environment.
  • We may be unable to maintain our profit margins in the face of loss of our tax benefits granted by Brazilian government.
  • We have no agreements with our customers and depend on a few major customers; the loss of any of these customers could have a material adverse effect on our business, financial condition and results of operations.
  • Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our profitability.
  • Concerns with the safety and quality of our products could cause consumers to avoid certain products or ingredients.
The other 47 risks
  • Disruption of our supply chain could adversely affect our business.
  • We rely heavily on certain vendors, suppliers, logistics suppliers and distributors, which could adversely affect our business.
  • If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured.
  • We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our products.
  • We may be unable to grow our market share or add products that are in faster growing and more profitable categories.
  • Our results may be negatively impacted if consumers do not maintain their favorable perception of our licensed brands.
  • Our reporting currency is the US dollar but a significant portion of our revenue and costs and expenses are denominated in Brazilian Reais, so that exchange rate movements may affect our financial performance.
  • Our products are subject to multiple regulatory requirements and constant scrutiny from government authorities in Brazil, and our inability to meet those requirements may generate losses in the future, which may cause the market price of our shares to decline.
  • Our activities are subject to environmental regulation, including obtaining and maintaining licenses and authorizations. These regulations may increase our costs, limit our operations or otherwise adversely affect us.
  • Climate change and other sustainability matters could adversely affect our business.
  • Economic downturns could limit consumer demand for our products.
  • We have a history of net losses and may incur losses in the future
  • We may experience higher operating costs, including increases in supplier prices and employee salaries and benefits, which could adversely affect our financial performance.
  • We could face workplace-related lawsuits and be subject to complex social security and employment laws
  • Litigation concerning food quality, health, employee conduct and other issues could require us to incur additional liabilities; we have no product liability insurance.
  • We may be subject to intellectual property rights claims and validity challenges by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
  • Our future investments to sustain our growth may impact our profitability and such growth may or may not be achieved by the Company, which may cause the market price of our shares to decline.
  • We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures.
  • We may face challenges in expanding into new geographic regions outside of Brazil.
  • Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.
  • We are subject to economic and political risk, the business cycles and credit risk of our clients and issuing banks and volatility in the overall level of consumer, business and government spending, which could negatively impact our business, financial condition and results of operations.
  • Our insurance policies may not be sufficient to cover all claims.
  • We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to the sale of consumer products.
  • We depend on our information technology systems, and any failure of these systems could adversely affect our business and subject us to risks associated with non-compliance with the applicable data protection laws.
  • We are subject to regulatory activity and antitrust litigation under competition laws.
  • Changes in tax laws, tax incentives, the termination of existing tax benefits or differing interpretations of tax laws may adversely affect our results of operations.
  • The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations.
  • If we lose key personnel our business, financial condition and results of operations may be adversely affected.
  • Our operations may be adversely affected by a failure to timely obtain or renew any licenses required to operate our hubs.
  • We are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations.
  • Requirements associated with being a public company in the United States will require significant Company resources and management attention.
  • If we fail to establish and maintain effective internal controls, our ability to produce accurate financial statements and other disclosures on a timely basis could be impaired.
  • We are dependent on retail partners for a significant portion of our sales.
  • We are dependent on certain third-party suppliers and contract manufacturers.
  • We are subject to third-party transportation and logistics risks, and we rely on a limited number of available third-party suppliers to deliver our products.
  • Our holding company structure makes us dependent on the operations of our subsidiaries.
  • We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.
  • Implementing our growth strategy, including new investment products and business initiatives, may be unsuccessful.
  • Misconduct of our employees, suppliers, consultants or subcontractors could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.
  • Risks Related to Doing Business in Brazil
  • The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazil’s political and economic conditions, could harm us and the price of our shares.
  • Political instability and economic uncertainty in Brazil may adversely affect us.
  • Inflation and certain measures by the Brazilian government to curb inflation may adversely affect us.
  • Exchange rate instability may have adverse effects on the Brazilian economy, and, as result, us.
  • Risks related to the global economy may affect the perception of risks in other countries, particularly in the United States, China, Europe, Middle East and emerging markets, adversely affecting the Brazilian economy and the market price of Brazilian securities, including ours.
  • Any further downgrading of Brazil’s credit rating could reduce the trading price of our shares.
  • Enforcement risks related to civil liabilities due to our subsidiaries and our officers and directors being located in Brazil.
  • Risks Related to Our Indebtedness
  • If we are unable to generate sufficient cash to service all of our indebtedness, we may be forced to take other actions to fund the satisfaction of our obligations under our indebtedness, which may not be successful.

Legal proceedings

From time to time, the Company may be involved in disputes, claims, or legal proceedings arising in the ordinary course of business, including commercial, contractual, employment, or other matters.

As of the date of this Annual Report on Form 10-K, the Company is not a party to any material pending legal proceedings, and, to the Company’s knowledge, no such material proceedings are pending or threatened against the Company us, including by governmental or regulatory authorities.

The opening of Item 3, Legal Proceedings.3

Sources

The numbers on this page point here. Each one links to the record it came from.

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