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






FORM 20-F/A

(Amendment No. 1)



☐ REGISTRATION STATEMENT PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended December 31,
2019



OR



☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________ to
___________



OR



☐ SHELL COMPANY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of event requiring this shell company report
______________



Commission file number 001-39251



|BETTERWARE DE MÉXICO, S.A.P.I. DE C.V.                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(Exact name of Registrant as specified in its charter)                                                                                                         
|MEXICO                                                                                                                                                         
|(Jurisdiction of incorporation or organization)                                                                                                                
|Luis Campos, Board Chairman
        +52 (33) 3836-0500
        Luis Enrique Williams 549, Colonia Belenes
        Norte
        Zapopan, Jalisco, 45145, México
|(Name, Telephone, E-mail and or Facsimile number and Address Company Contact Person)                                                                           



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class                     |  | Trading Symbol |  | Name of each exchange in which registered
|--------------------------------------- |  | -------------- |  | -----------------------------------------
|Ordinary Shares, no par value per share |  | BWMX           |  | The Nasdaq Stock Market LLC              



Securities registered pursuant
to Section 12(g) of the Act:None



Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act:None



Indicate the number of
outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
annual report: 5,037,939 Ordinary Shares, as of December 31, 2019



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No



If this report is an annual
or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.

☐ Yes ☒ No



Note — Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.













Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

☐ Yes ☒ No



Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).

☐ Yes ☒ No



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒  
|------------------------- | ------------------- | -------------------------
|                          |                     | 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 13(a) of the Exchange Act. ☐



† 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.



Indicate by check mark
which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP ☐ |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒ |  | Other ☐
|----------- |  | ------------------------------------------------------------------------------------------------------- |  | -------



If “Other”
has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.

☐ Item 17 ☐ Item
18



If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No






















EXPLANATORY NOTE



This
Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Betterware de México, S.A.P.I. de C.V. (“Betterware”
the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report
on Form 20-F for the fiscal year ended December 31, 2019, originally filed with the U.S. Securities and Exchange Commission on
May 4, 2020 (the “Original Filing”). The Company is filing this Amendment solely to state that the Original Filing
was delayed on reliance of the U.S. Securities and Exchange Commission Release No. 34-88465, dated March 25, 2020, due to the circumstances
related to COVID-19. In particular, COVID-19 has caused severe disruptions in travel and transportation and limited access to the
Company’s facilities resulting in limited support from its staff. This has, in turn, delayed the Company’s ability
to complete our audit and prepare the Original Filing.



Except
as described above, this Amendment does not amend any information set forth in the Original Filing or reflect any events that occurred
subsequent to the filing of the Original Filing on May 4, 2020. Accordingly, this Amendment should be read in conjunction with
the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.













SIGNATURES



The registrant
hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this Amendment No.1 to its annual report on Form 20-F on its behalf.



|                   | Betterware de México, S.A.P.I. de C.V.
|------------------ | --------------------------------------
|                   |                                       
|                   | By:                                   
|                   | Name:                                 
|                   | Title:                                
|                   |                                       
|Dated: May 5, 2020 |