M&A: Chenghe Acquisition I Co.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925000136

Comments: On January 2, 2025, Chenghe Acquisition I Co. reported entering a Business Combination Agreement with FST Corp., FST Merger Ltd., and Femco Steel Technology Co., Ltd. This agreement outlines the merger process between the companies. Additionally, on December 27, 2024, they executed a Prepaid Share Forward Agreement with Harraden Circle Investors, LP and Harraden Circle Special Opportunities, LP, where the Seller intends to purchase up to 3,000,000 Class A ordinary shares of Chenghe, along with specifics on share prices and agreements related to the ordinary shares. The Prepaid Share Forward Agreement has terms regarding payment calculations and share returns related to the Business Combination, with a redemption price of approximately US$11.79 per share as of December 26, 2024. The agreement matures 12 months after the closing of the Business Combination, simplifying the overall transaction process.

Document Link: View Document

Additional details:

Item: entry_into_material_definitive_agreement


Item: prepaid_share_forward_agreement


Number Of Relevant Shares: 3000000


Committed Shares: 100000


Redemption Price: 11.79


Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131280

Comments: On December 23, 2024, Chenghe Acquisition I Co. held an extraordinary general meeting where shareholders approved several key proposals related to a business combination and merger with FST Corp. The proposals included the approval of the Business Combination Agreement, which involves the merger of FST Merger Ltd. (a subsidiary of CayCo) with Chenghe Acquisition, leading to Chenghe being the surviving entity and subsequently rebranded as FST Ltd. Additionally, shareholders voted in favor of a Plan of Merger and a Re-designation of share classes, transitioning from Class A and Class B shares to ordinary shares. The company’s authorized share capital will also increase as part of these changes. Every proposal received overwhelming support, as detailed in the final voting results, allowing the company to proceed without needing to present an adjournment proposal.

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Additional details:

Extraordinary General Meeting Date: 2024-12-23


Record Date: 2024-11-27


Shareholders Represented: 5,240,994


Percentage Of Shares Represented: 77.25%


Business Combination Agreement Date: 2023-12-22


New Company Name: FST Ltd.


Authorized Share Capital Increase: from $22,100 to $50,000


Ordinary Shares After Re Designation: 500,000,000