Business Description

Overview 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). Historically, our products have been commercialized pursuant to intellectual property license agreements with Unilever Brasil Ltda. (“Unilever Brasil”), Unilever IP Holdings B.V. (“Unilever IP”), Mãe Terra Produtos Naturais Ltda. (“Mãe Terra”), and Conopco, Inc. (“Conopco”) d/b/a Unilever (collectively, “Unilever”). As of the date of this Annual Report on Form 10-K, three of the Company’s four Unilever license agreements have expired. The Company’s sole remaining Unilever license agreement, covering the Knorr brand for 15 specified products, is scheduled to expire on June 30, 2026. See “Risk Factors—Risks Related to Our Business and Industry— 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.” on page 6 of this Annual Report on Form 10-K. We generated net revenue of $0.0 and approximately $0.04 million during the fiscal years ended December 31, 2025 and 2024, respectively, following our strategic decision in the second quarter of 2024 to temporarily suspend revenue-generating activities in order to focus on operational readiness and product portfolio development . 3 Table of Contents Business Model The Company operates a B2B2C (business-to-business-to-consumer) model, in which products are sold to wholesalers, supermarkets and retail chains, which in turn sell to end consumers. The Company’s operational activities include: · identifying market opportunities and developing product offerings; · qualifying and managing suppliers and third-party manufacturers; · coordinating product packaging and branding; · registering products with retail customers; · coordinating logistics and distribution through third-party infrastructure; and · supporting retail execution through sales and promotional activities. Operations and Logistics Our logistics capabilities, supported by our subsidiary Boni Logistica, are intended to facilitate distribution efficiency across key regions of Brazil. The Company also utilizes a network of fourteen (14) third-party independent distribution centers (“IDCs”) located across Brazil to support its distribution activities. The extent to which these capabilities are utilized depends on the scale and scope of our commercial operations. During the fiscal year ended December 31, 2023, the Company completed the technical and commercial qualification of these distribution centers, as well as multiple suppliers. During 2024 and 2025, the Company focused on integrating its logistics infrastructure, implementing operational systems, and preparing for future commercialization. The Company has implemented enterprise systems, including SAP Business One and warehouse and transportation management systems (WMS/TMS), to support operational efficiency and supply chain coordination. License Agreements Our historical product portfolio has been commercialized pursuant to intellectual property license agreements with Unilever.…