M&A - Chenghe Acquisition I Co.

Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003788

Filing Summary: On January 15, 2025, Chenghe Acquisition I Co. completed its merger with FST Corp and its subsidiary, Merger Sub, pursuant to the Business Combination Agreement dated December 22, 2023. Chenghe is now a wholly-owned subsidiary of CayCo, formerly known as FST Corp, and will operate under the name 'FST Ltd.' Following shareholder approval at an extraordinary general meeting on December 23, 2024, 1,754,618 shares were redeemed for cash at approximately $11.81 per share, totaling about $20,724,551.72. The SPAC Units and SPAC Class A Ordinary Shares were converted into CayCo Ordinary Shares, which are set to begin trading on the Nasdaq under the symbol 'KBSX' on January 16, 2025. Key agreements related to the deal included the Assignment, Assumption and Amendment Agreement, which transferred rights to warrants, and the Investor Rights Agreement, which outlined resale obligations and board composition. The document also indicates termination of previous agreements and a change in the control of Chenghe due to the merger. A joint press release confirming the closure of the Business Combination was issued on the same day.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925000136

Filing Summary: 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.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131280

Filing Summary: 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.