BRB Foods Inc. entered into a Contribution Agreement and Other Covenants on October 22, 2026, to acquire PMZ Alimentos S.A. The agreement was executed electronically, with all parties completing execution on October 23, 2026. The transaction involves the transfer of PMZ’s shares to BRB in exchange for 2,800,000 shares of BRB common stock, with no cash consideration or earn-out provisions.
PMZ Alimentos S.A. is a privately held Brazilian corporation founded in 1979 and headquartered in São José do Rio Pardo, São Paulo. The company processes and packages rice and mills broken grains into rice flour for food-industry customers, and sells under its own brands to retail and food-service customers in Brazil. The Contributors collectively own 100% of PMZ, with ownership split as follows: Pivato Administração e Participações Ltda. (60%), Mauricio Raul Pereira da Costa (20%), Mauricio Pereira da Costa (10%), GKX Consultoria Ltda. (7%), and Marcos Paulo Zavaneli (3%).
Under the terms of the Contribution Agreement, BRB will issue 2,800,000 Consideration Shares to the Contributors, allocated pro rata to their ownership percentage. The number of shares is fixed and will not be adjusted for the initial public offering price or exchange rates. In connection with the transaction, BRB CEO and Chairman Paulo Roberto Bonifácio has agreed to surrender 2,800,000 shares of common stock to the company for no consideration. This surrender, approved by the Board of Directors on October 8, 2026, will convert into authorized but unissued shares upon the acquisition.
The Closing is conditioned upon the completion of BRB’s initial public offering (IPO) and listing on the NYSE American. The transfer of PMZ shares and instructions for the Consideration Shares will be held in escrow and released simultaneously with the IPO closing. If the IPO does not occur, the transaction will not proceed, and each party will be restored to its prior position. The Closing is also subject to the completion of legal, tax, labor, and environmental due diligence, as well as the execution of a twelve-month lock-up agreement by each Contributor.
BRB has agreed to invest $6,000,000 of the net IPO proceeds into PMZ for working capital, industrial expansion, logistics, and technology within fifteen days of receiving the proceeds. Additionally, an area of approximately 4.55 hectares of real property owned by PMZ in São José do Rio Pardo is excluded from the transaction and will be transferred to Pivato. The Contributors will jointly have the right to nominate one individual to BRB’s Board of Directors, subject to the appointment of an independent director to meet NYSE American requirements.
