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                             January 24, 2022

       Shibin Wang
       Chief Executive Officer and Director
       Chenghe Acquisition Co.
       Unit 2009, Tower One
       Lippo Centre
       89 Queensway
       Hong Kong

                                                        Re: Chenghe Acquisition
Co.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted December
8, 2021
                                                            CIK No. 0001856948

       Dear Dr. Wang:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
December 8, 2021

       Cover Page

   1.                                                   We note your revisions
in response to comment 1. Please also revise to disclose the
                                                        material dates for the
DSL, Draft Measures of Cybersecurity Review, and Draft Measures
                                                        for Internet Data
Security, such as their announcement, adoption, etc. Please further
                                                        revise to specify the
"recent statements and regulatory actions by the relevant organs of
                                                        the PRC government"
related to VIEs and anti-monopoly enforcement actions and
                                                        disclose why these
recent statements and actions may have a material adverse impact on
                                                        your ability to conduct
business, accept foreign investments, or list on a U.S. or another
 Shibin Wang
FirstName  LastNameShibin
Chenghe Acquisition Co. Wang
Comapany
January 24,NameChenghe
            2022        Acquisition Co.
January
Page 2 24, 2022 Page 2
FirstName LastName
         international securities exchange. Please further revise to enhance
your description of the
         legal and operational risks associated with being based in Hong Kong
even if you decide
         to pursue an initial business combination outside of the PRC. Your
prospectus summary
         should address, but not necessarily be limited to, the risks
highlighted on the prospectus
         cover page.
2.       We note your revisions in response to comment 5. Please revise your
cover page to
         disclose your intentions to distribute earning or settle amounts owed
under any VIE
         agreements if you decide to consummate your initial business
combination with a target
         business based in or primarily operating in the PRC. Please further
revise your cover page
         to enhance your discussion of any restrictions of foreign investments,
as well as how these
         "may impact the ability to transfer cash between entities [or] across
borders." Please
         further revise your summary to enhance your discussion of capital
controls and currency
         conversion, consistent with your disclosure on page 97.
Summary
Certain Considerations Relating to Our Corporate Structure Following Our
Initial Business
Combination, page 14

3.       We note your revisions in response to comment 3. Please revise your
description of the
         VIE organizational structure to reflect its unique risks to investors.
For example only, we
         note disclosure that a combined company and/or its PRC subsidiaries
"will exert control
         over" or "will control the VIEs," however this appears to conflict
with subsequent
         disclosure discussing why these contractual arrangements may be less
effective than direct
         ownership. Similarly, please revise your cover page to remove the
implication that this
         organizational structure has been formally approved by PRC
authorities. In this regard,
         we note your disclosure that "a company based in the PRC may use a
corporate structure
         without direct equity ownership held by foreign investors" or "a
series of contractual
         arrangements may be entered into between the PRC operating entities."
Please further
         revise to enhance your disclosure on the uncertainties regarding the
status of the rights of
         a holding company with respect to its contractual arrangements with a
VIE, its founders
         and owners and the challenges the company may face enforcing these
contractual
         agreements due to uncertainties under Chinese law and jurisdictional
limits. Here and in
         the Summary where you discuss the VIE structure, please also state, if
true, that these
         contracts have not been tested in court.
Implications of the HFCAA, page 16

4.       We note your revisions in response to comment 4. Please also disclose
whether your
         auditor is subject to the determinations announced by the PCAOB on
December 16, 2021.
Summary of Risk Factors, page 43

5.       We note your revisions in response to comment 6. Please revise to
present your
         discussion of the risks that being based in Hong Kong poses to
investors in a series or
 Shibin Wang
Chenghe Acquisition Co.
January 24, 2022
Page 3
         concise, bulleted or numbered statements. Please also revise to expand
upon your
         discussion of risks arising from the legal system in China, including
risks and
         uncertainties regarding the enforcement of laws. Acknowledge any risks
that any actions
         by the Chinese government to exert more oversight and control over
offerings that are
         conducted overseas and/or foreign investment in China-based issuers
could significantly
         limit or completely hinder your ability to offer or continue to offer
securities to investors
         and cause the value of such securities to significantly decline or be
worthless. Please also
         revise to include specific cross-references to the more detailed
discussion of each of the
         risks in the prospectus.
Risks Associated with Acquiring and Operating a Business in Foreign Countries,
page 44

6.       In the first bullet point on page 45, where you discuss the potential
delisting of your
         securities under the Holding Foreign Companies Accountable Act please
expand to state
         that trading in your securities could be prohibited under the Act.
Risk Factors, page 47

7.       We note your revision in response to comment 8 and reissue. Please
revise to enhance
         your discussion of this risk as it applies to your current operations,
as well as any search
         for a target company, and delete any indication that you are not
currently subject to
         intervention or influence of the PRC government. In this regard we
note, without
         limitation, your response letter dated October 28, 2021 that "the
National People's
         Congress of the PRC authorizes the Hong Kong Special Administrative
Region to
         exercise" autonomy and power in accordance with the provisions of the
Basic Law of the
         Hong Kong Special Administrative Region. Please also revise to
highlight this risk as it
         applies to the business of any China-based company that you may target
for an initial
         business combination, as well as your operations following any initial
business
         combination. Please further revise to enhance your discussion of the
recent statements by
         the Chinese government indicating an intent to exert more oversight
and control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers.
8.     We note your revision in response to comment 9. Please revise to expand
upon why "the
       list of potential businesses in [y]our focused industries for the
initial business combination
       may be further narrowed or the ability of the combined company to list
in the United
       States may be restricted." For example only, it is unclear whether, how
and when you
       propose to consider the referenced data security laws and regulations in
the PRC during
FirstName LastNameShibin Wang
       your search for a specific business combination target. Similarly, it is
unclear how you
Comapany
       will NameChenghe       Acquisition
             evaluate the combined        Co. ability to list in the United
States, if at all, during
                                     companies'
Januaryyour   searchPage
         24, 2022    for a3target.
FirstName LastName
 Shibin Wang
FirstName  LastNameShibin
Chenghe Acquisition Co. Wang
Comapany
January 24,NameChenghe
            2022        Acquisition Co.
January
Page 4 24, 2022 Page 4
FirstName LastName
Our securities may be delisted under the Holding Foreign Companies Accountable
Act if the
PCAOB were unable..., page 91

9.       We note your risk factor disclosure about the Holding Foreign
Companies Accountable
         Act. Please update your disclosure to reflect that the PCAOB has
issued its report
         notifying the Commission of its determination that it is unable to
inspect or investigate
         completely accounting firms headquartered in mainland China or Hong
Kong, and revise
         your disclosure in this risk factor accordingly.
       You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Dunham at 202-551-3783 or Mary Beth Breslin at 202-551-3625
with any
other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Real
Estate & Construction
cc:      Joel L. Rubinstein, Esq.