M&A - Chenghe Acquisition II Co.

Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225003509

Filing Summary: Chenghe Acquisition II Co., a blank check company incorporated in the Cayman Islands, has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The company was formed for the purpose of effecting business combinations with one or more businesses, primarily focusing on acquiring growing companies in Asian markets or those with connections to Asia. The report indicates the ongoing efforts to finalize the proposed business combination with Polibeli Group Ltd, including necessary capital restructuring and operational changes planned before the merger. As of March 26, 2025, the company reported 8,935,000 Class A ordinary shares and 2,875,000 Class B ordinary shares in circulation. Chenghe also discussed significant risks associated with being a blank check company, including challenges in finding suitable acquisition targets amidst competition, potential shareholder limitations during the merger process, and market volatility affecting business operations and securities trading. The report emphasizes the necessity to complete a successful business combination to avoid liquidation of funds in the trust account by the set deadline.

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Form Type: F-4/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000101376225003948

Filing Summary: Chenghe Acquisition II Co. filed Amendment No. 1 to Form F-4 Registration Statement on March 28, 2025, regarding its Business Combination Agreement with Polibeli Group Ltd. This document details several key components of the planned merger, which involves Merger Sub merging with Chenghe, making Chenghe a wholly owned subsidiary of Polibeli Group Ltd. Upon closing, the capital structure of the company will undergo a significant restructuring, converting shares and warrants as outlined in the Business Combination Agreement. The agreement anticipates the issuance of up to 11,810,000 Class A Ordinary Shares and associated warrants. The estimated ownership distribution post-merger varies under different redemption scenarios, with the Company Shareholder projected to retain a significant voting power. The board has approved the transaction, which is subject to shareholder approval, and plans for a public offering are detailed. The company's emergence as a reporting entity under the Exchange Act post-merger is also discussed, along with risk factors and potential listing on major stock exchanges.

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Form Type: F-4

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025024141

Filing Summary: Chenghe Acquisition II Co. has entered into a Business Combination Agreement with Polibeli Group Ltd, wherein Merger Sub will merge with and into Chenghe, resulting in Chenghe being a wholly owned subsidiary of Polibeli. The agreement outlines a series of corporate restructuring actions, including the redesignation of share capital and recapitalization of existing shares. Upon closing, shareholders of Chenghe are expected to hold significant ownership and control over the new entity, with estimates showing that the Company Shareholder could control over 95% of the voting power, depending on the redemption of shares. The Board of Chenghe approved the transaction, which aims to structure and prepare for trading on a stock exchange following the closing. The Company plans to apply for a listing on either the NYSE or Nasdaq, reflecting its transition to a public reporting company after the merger.

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Form Type: DRS/A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025009236

Filing Summary: On February 3, 2025, Chenghe Acquisition II Co. filed a DRS/A form as part of its registration statement under the Securities Act for a proposed business combination with Polibeli Group Ltd. The transaction involves merging Merger Sub into Chenghe, resulting in Chenghe becoming a wholly owned subsidiary of Polibeli. The compelling details include the conversion of shares from Chenghe to Company Class A Ordinary shares under the terms outlined in the Business Combination Agreement, where Chenghe's SPAC Class B shares will be converted into class A shares, and the issuance of warrants. Following the business combination, Company Shareholder is expected to possess significant control over the voting power of the shares, with estimates suggesting they may control up to 99.04% post-transaction assuming maximum redemptions. The merger is subject to approvals at an extraordinary general meeting slated for 2025, aligning with the strategies established for operational continuation and compliance under US regulations. The filing is classified under the emerging growth company rules and outlines the repercussions of the transaction on the company’s capitalization structure and shareholder ownership dynamics, with an expectation to apply for listing on the New York Stock Exchange under the proposed symbol 'PLBL'.

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Form Type: DRS/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006177

Filing Summary: On January 24, 2025, Chenghe Acquisition II Co. filed a Registration Statement/Proxy Statement regarding a Business Combination Agreement entered on September 16, 2024, with Polibeli Group Ltd. The agreement entails a merger where Merger Sub will be merged with Chenghe, with Chenghe becoming a wholly owned subsidiary of Polibeli. The business combination is set to restructure the capital of the company and modify the classes of ordinary shares. Post-merger, significant control over the company will reside with its main shareholders, highlighting a shift in ownership and voting power dynamics. The proposal includes multiple ownership scenarios based on public shareholders' redemption choices. A fairness opinion was received by the Chenghe Board confirming the transaction's financial fairness. The transaction aims to establish the company's securities on the New York Stock Exchange, pending necessary approvals. The effects of a business combination proposal on shareholder structures were detailed, illustrating varying degrees of ownership distribution under different redemption scenarios. The filing reflects the emerging growth company's path towards public market continuity and outlines management's recommendations for shareholders. Additionally, the document outlines potential conflicts of interest involving the Sponsor and directors, emphasizing transparency in decision-making for the shareholders.

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Form Type: DRS/A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000121390024113014

Filing Summary: Chenghe Acquisition II Co. entered into a Business Combination Agreement with Polibeli Group Ltd. on September 16, 2024. The agreement involves the merger of Chenghe with the wholly owned subsidiary of Polibeli, identified as Merger Sub, leading to Chenghe becoming a wholly owned subsidiary of Polibeli. Upon the consummation of the merger, the authorized share capital of the Company will be restructured, resulting in the issuance of ordinary shares with a new class designation. The document outlines the projected capital restructuring, ownership percentages post-merger, and the expected voting power notably favoring the Company Shareholder, who will retain significant control over corporate decisions. Public shareholders will actively engage in the upcoming extraordinary general meeting to discuss the approval of the Business Combination Agreement, with a focus on implications for share ownership after the merger and the plans to list the Company’s shares under the proposed symbol ‘PLBL’ on a major exchange.

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Form Type: DRS/A

Filing Date: 2024-11-13

Corporate Action: Merger

Type: New

Accession Number: 000121390024097264

Filing Summary: On September 16, 2024, Chenghe Acquisition II Co. entered into a Business Combination Agreement with Polibeli Group Ltd, whereby Merger Sub will merge with Chenghe, making Chenghe the surviving entity and a wholly owned subsidiary of Polibeli. This merger involves significant capital restructuring where authorized shares will be re-designated, and outstanding shares will convert into Company Class A Ordinary Shares. Post-merger, the Company Shareholder is expected to hold a majority voting power, thus exerting substantial control over corporate decisions. The merger is anticipated to complete upon SEC effectiveness of the registration statement, with trading on an exchange planned under the symbol 'PLBL'. The Business Combination has been approved by the Chenghe Board, and a fairness opinion was received regarding the financial fairness of the transaction to Chenghe shareholders.

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Form Type: DRS

Filing Date: 2024-09-26

Corporate Action: Merger

Type: New

Accession Number: 000121390024082207

Filing Summary: Chenghe Acquisition II Co. has entered into a Business Combination Agreement with Polibeli Group Ltd, effective on September 16, 2024. This agreement involves the merger of Chenghe into Polibeli's wholly owned subsidiary, Merger Sub, with Chenghe becoming a direct, wholly owned subsidiary of Polibeli. The closing date and effective time of the merger will occur as specified in the agreement, subject to the necessary approvals. Significant changes to the capital structure of Polibeli will occur, including the re-designation of shares and a recapitalization process. Chenghe's shareholders will hold a significant minority interest in the post-closing company. The extraordinary general meeting for Chenghe's shareholders is forthcoming, where proposals related to the merger will be voted on, including recommendations from the Chenghe Board to approve the Business Combination Agreement and related proposals. Post-merger, Polibeli will seek to list its shares on the NYSE or NYSE American LLC under the symbol 'PLBL'. The transaction is anticipated to close around the completion of the registration statement with the SEC and requires shareholder approval.

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