BRB Foods Inc.

Corporate structure

• Wyoming-incorporated holding company.
• Operates in Brazil through two subsidiaries: BR Brands S.A. (formerly BR Brands Ltda.) and Boni Logistica Ltda.
• Principal assets are indirect ownership interests in these Brazilian subsidiaries; no material assets other than these equity interests.

Business model

• BR Brands handles product development, manufacturing coordination, and commercialization of dry food products.
• Boni Logistica provides logistics coordination and distribution management.
• Operates a B2B2C model: products are sold to wholesalers, supermarkets, and retail chains, which then sell to end consumers.
• Maintains sales personnel who prepare retail displays at points of sale.

Product licensing and brand relationships

• Historically licensed brands owned by Unilever entities in Brazil, including Arisco, Knorr, Maizena, and Mãe Terra.
• License status:
  • Arisco (Unilever Brasil Ltda.): expired December 1, 2025 (11 products)
  • Maizena (Conopco, Inc. d/b/a Unilever): expired February 28, 2026 (5 products)
  • Mãe Terra (Mãe Terra Produtos Naturais Ltda.): expired March 1, 2026 (27 products)
  • Knorr (Unilever IP Holdings B.V.): remains active and is scheduled to expire June 30, 2026 (15 products)
• The company is in discussions regarding renewal or replacement of licenses; renewals may not occur on acceptable terms.
• The historical product portfolio included 61 planned new products, 46 of which were previously covered by the expired licenses.

Product portfolio and market focus

• Portfolio consists primarily of dry food products with a focus on pasta, supported by the Knorr license.
• Product development and branding are aligned with establishing, renewing, or replacing licensing arrangements to support continued offerings.

Operations and systems

• Boni Logistica manages distribution across Brazil through a network of fourteen independent distribution centers (IDCs).
• Systems implemented: SAP Business One (completed Q1 2023) and warehouse/transportation management systems (WMS/TMS, completed by Q3 2024).
• The company maintained its logistics infrastructure and supplier relationships during the revenue pause.

Geographic and regulatory footprint

• Operations conducted in Brazil.
• Reporting currency: USD. Operating currency for local activities: Brazilian reais.
• Subject to Brazilian regulations covering food safety, labeling, packaging, environmental, labor, tax, consumer protection, and advertising.

Financial snapshot (selected figures)

• Revenue:
  • 2025: approximately $0.0 million
  • 2024: approximately $0.04 million
  • The company paused revenue activities in Q2 2024 and has had no revenue since.
• Net income (loss):
  • 2025: net loss approximately $1.1 million
  • 2024: net loss approximately $1.6 million
• Working capital and liquidity (as of December 31, 2025):
  • Negative working capital of approximately $7.4 million (vs. $5.6 million at December 31, 2024)
  • Accumulated losses around $8.2 million; negative shareholders’ equity around $6.8 million
  • Liabilities exceeded assets by approximately $6.8 million
• Revenue concentration and receivables:
  • As of 2024, one wholesale customer represented about 10.1% of revenues; accounts receivable in 2024 were contributed by two wholesale customers at approximately 10.1% and 9.1%.
• Public company readiness:
  • Becoming a public company would entail governance, compliance, and reporting costs.

Employees and corporate offices

• Approximately 30 employees as of December 30, 2025 (18 at the São Paulo headquarters; 12 at the integrated distribution center in São Paulo).
• Principal office: Rua Doutor Eduardo de Souza Aranha, 387 — Conjunto 151, São Paulo, SP 04543-121, Brazil.

Major risks

• Renewal or replacement of key Unilever licenses is critical to the availability of many products and overall portfolio breadth. Non-renewal or unfavorable terms could materially affect product offerings and revenue.
• The company suspended revenue activities in mid-2024 and faces ongoing liquidity and going-concern considerations.
• Dependence on a limited number of third-party suppliers and distributors and the absence of long-term supplier contracts expose the company to price volatility and supply disruptions.
• Regulatory and tax changes in Brazil, currency/foreign exchange fluctuations, and the need to finance working capital given long customer payment terms and term-heavy financing requirements.