0001104659-24-027317.txt : 20240226 0001104659-24-027317.hdr.sgml : 20240226 20240226083254 ACCESSION NUMBER: 0001104659-24-027317 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240215 FILED AS OF DATE: 20240226 DATE AS OF CHANGE: 20240226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Li Qi CENTRAL INDEX KEY: 0001824203 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41366 FILM NUMBER: 24673697 MAIL ADDRESS: STREET 1: C/O SAPPHIRE QI LI, ONE EXCHANGE SQUARE STREET 2: 8 CONNAUGHT PLACE SUITE 3508 CITY: CENTRAL STATE: K3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chenghe Investment Co. CENTRAL INDEX KEY: 0001856929 ORGANIZATION NAME: STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41366 FILM NUMBER: 24673698 BUSINESS ADDRESS: STREET 1: 4/F, ST. JOHN'S BUILDING STREET 2: 33 GARDEN ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 5303 2443 MAIL ADDRESS: STREET 1: 4/F, ST. JOHN'S BUILDING STREET 2: 33 GARDEN ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chenghe Acquisition Co. CENTRAL INDEX KEY: 0001856948 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4/F, ST. JOHN'S BUILDING STREET 2: 33 GARDEN ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 5303 2443 MAIL ADDRESS: STREET 1: 4/F, ST. JOHN'S BUILDING STREET 2: 33 GARDEN ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 4 1 tm246282-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-15 1 0001856948 Chenghe Acquisition Co. CHEA] 0001856929 Chenghe Investment Co. 38 BEACH ROAD #29-11 SOUTH BEACH TOWER SINGAPORE U0 189767 SINGAPORE 1 0 1 0 0001824203 Li Qi 38 BEACH ROAD #29-11 SOUTH BEACH TOWER SINGAPORE U0 189767 SINGAPORE 1 0 1 0 0 Class A Ordinary Shares 2024-02-15 4 C 0 2697561 A 2697561 D Class A Ordinary Shares 2024-02-15 4 D 0 2697561 D 0 D Class B Ordinary Shares 2024-02-15 4 C 0 2697561 0 D Class A Ordinary Shares 2697561 0 D Private Placement Warrants 2024-02-15 4 D 0 7750000 0 D Class A Ordinary Shares 7750000 0 D The Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis upon the consummation of the Issuer's initial business combination on February 15, 2024 (the "Business Combination"). The reporting person disposed of all Class A ordinary shares upon the consummation of the Issuer's Business Combination, which were automatically exchanged into corresponding Class A ordinary shares of Semilux International Ltd. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-264061) filed with the Securities and Exchange Commission on April 27, 2022 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by the Chenghe Investment Co. (the "Sponsor") or its permitted transferees, (i) the private placement warrants will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. Each Private Placement Warrant may be exercised only during the period commencing on the date that is thirty (30) days after the first date on which the Issuer completes the Business Combination, and terminating on the earlier to occur of: (x) at 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Issuer completes its Business Combination, and (y) the liquidation of the Issuer. The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Business Combination, which were automatically exchanged into corresponding warrants exercisable for Class A ordinary shares of Semilux International Ltd. Reflects Class B Shares held by Chenghe Investment Co. (the "Sponsor"). Chenghe Group Limited, a British Virgin Islands incorporated company, is the sole member and the manager of the Sponsor. Mr. Qi Li, who holds 100% of the voting securities of Chenghe Group Limited, may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by Chenghe Group Limited through held of record by Chenghe Investment Co. Mr. Qi Li disclaims beneficial ownership over any securities owned by our sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Reflects Private Placement Warrants held by the Sponsor. Chenghe Group Limited, a British Virgin Islands incorporated company, is the sole member and the manager of the Sponsor. Mr. Qi Li, who holds 100% of the voting securities of Chenghe Group Limited, may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by Chenghe Group Limited through held of record by Chenghe Investment Co. Mr. Qi Li disclaims beneficial ownership over any securities owned by our sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Exhibit 99 - Joint Filer Statement /s/ Chenghe Investment Co., By: /s/ Qi Li, authorized signatory 2024-02-26 /s/ Qi Li 2024-02-26 EX-99 2 tm246282d4_ex99.htm EXHIBIT 99

Exhibit 99

Joint Filer Information

The following joint filer has designated Chenghe Investment Co. as the “Designated Filer” for purposes of the attached Form 4:

1.	Qi Li 38 Beach Road #29-11 South Beach Tower Singapore

Date of Event Requiring Statement: February 15, 2024

Issuer Name and Ticker or Trading Symbol: Chenghe Acquisition Co. [CHEA]

Date: February 15, 2024

	By:	/s/ Qi Li
	Name:	Qi Li