M&A - Chenghe Acquisition II Co.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: Update

Accession Number: 000121390025050797

Filing Summary: On June 3, 2025, Chenghe Acquisition II Co. filed an 8-K to report an update regarding its previously announced Business Combination Agreement with Polibeli Group Ltd. Under this agreement, Polibeli Merger One Limited, a subsidiary of Polibeli, will merge with Chenghe, with Chenghe becoming a direct, wholly-owned subsidiary of Polibeli. Additionally, a Prepaid Share Forward Agreement was entered into on May 28, 2025, involving the purchase of up to 3,000,000 Class A ordinary shares and 100,000 committed shares, subject to specified trading conditions. The redemption price per share as of June 2, 2025, was approximately $10.45.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047522

Filing Summary: On May 23, 2025, Chenghe Acquisition II Co. held an extraordinary general meeting of shareholders to approve the Business Combination Agreement between SPAC, Polibeli Group Ltd, and Polibeli Merger One Limited. This agreement entails a merger where Merger Sub will merge with SPAC, making SPAC a wholly-owned subsidiary of Polibeli Group Ltd. Proposals voted upon included approving the Business Combination and the Plan of Merger. Both received overwhelming support from shareholders. Following the meeting, redemptions were made by public shareholders, totaling approximately $88.6 million, and the Business Combination is expected to conclude on June 6, 2025.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047520

Filing Summary: On May 23, 2025, Chenghe Acquisition II Co. held an extraordinary general meeting to approve a Business Combination Agreement with Polibeli Group Ltd and Polibeli Merger One Limited, involving the merger of Merger Sub with SPAC. The details of the merger include a recapitalization plan and a re-designation of shares. SPAC shareholders were provided the option to redeem their shares, resulting in approximately $88 million being paid out. The merger is expected to be finalized on June 6, 2025, with company stock being transitioned to Polibeli Group Ltd.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044442

Filing Summary: Chenghe Acquisition II Co. has filed a Current Report on Form 8-K on May 15, 2025, to update shareholders regarding its proposed business combination agreement with Polibeli Group Ltd and Polibeli Merger One Limited. The registration statement on Form F-4/A was filed by Polibeli Group on April 25, 2025, and it was declared effective on May 1, 2025. This merger involves Chenghe being merged with Merger Sub, resulting in Chenghe as a surviving company and a wholly owned subsidiary of Polibeli Group. Furthermore, Chenghe has included its Quarterly Report on Form 10-Q for the period ending March 31, 2025, as an exhibit to this filing, highlighting its unaudited financial statements. The document signifies Chenghe's ongoing commitment to completing the proposed merger and keeping the investors informed through requisite filings.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044611

Filing Summary: Chenghe Acquisition II Co. is proceeding with a merger with Polibeli Group Ltd., an Asia-focused B2B e-commerce company, aiming to complete the transaction soon. Shareholders are set to vote on May 23, 2025, to approve the merger, which will make Polibeli a publicly listed company on the Nasdaq. The proposed merger follows an initial business combination agreement from September 2024. Polibeli's e-commerce platform connects suppliers with Asian retailers and has shown promising revenue growth, achieving over $30 million in 2024, primarily from Japan and Indonesia.

Form Type: DEFA14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044445

Filing Summary: Chenghe Acquisition II Co. is engaged in a business combination with Polibeli Group Ltd and its wholly-owned subsidiary, Polibeli Merger One Limited. The merger agreement indicates that Merger Sub will merge with and into Chenghe, leading to Chenghe becoming a wholly-owned subsidiary of Polibeli. A registration statement on Form F-4/A was filed by Polibeli on April 25, 2025, and was effective as of May 1, 2025. Proxy materials were mailed to Chenghe shareholders around May 2, 2025. Additionally, on May 15, 2025, Chenghe filed its quarterly report on Form 10-Q for the quarter ending March 31, 2025, which is included as an exhibit in this filing.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044187

Filing Summary: Chenghe Acquisition II Co. presents its quarterly report for the period ending March 31, 2025. The company, incorporated as a Cayman Islands exempted company, is structured as a blank check company and has not yet commenced operations. Its primary activity involves identifying potential business combinations, particularly focusing on a merger with Polibeli Group Ltd. On September 16, 2024, a Business Combination Agreement was entered into with Polibeli, where a merger is expected, making Merger Sub a direct, wholly-owned subsidiary of Polibeli. As of May 15, 2025, the financial statements reflected an operating loss and revealed the company’s current assets and liabilities, including a working capital deficit of $3,311,807. The report indicates significant risks associated with global market volatility due to geopolitical tensions, which could affect the company's ability to complete a business combination and may raise concerns about its ability to continue as a going concern should a combination not occur within the stipulated timeframe.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025044433

Filing Summary: Chenghe Acquisition II Co. filed a Form 8-K reporting on a proposed business combination with Polibeli Group Ltd and its subsidiary, Polibeli Merger One Limited. The registration statement for this merger was filed on April 25, 2025, and was declared effective on May 1, 2025. Following this, a proxy statement/prospectus was mailed to shareholders around May 2, 2025. The merger will involve Merger Sub merging with Chenghe, making Chenghe a wholly owned subsidiary of the Company. Additionally, Chenghe filed its quarterly report on Form 10-Q for the quarter ended March 31, 2025 on the same day, May 15, 2025.

Form Type: POS AM

Filing Date: 2025-04-25

Corporate Action: Merger

Type: Update

Accession Number: 000121390025035286

Filing Summary: On April 25, 2025, Chenghe Acquisition II Co. filed a post-effective amendment to its Form F-4 registration statement. This filing updates the original registration filed on March 14, 2025, which was declared effective on March 31, 2025. The update includes financial information for the year ended December 31, 2024, and incorporates detailed projections regarding the business combination with Polibeli Group Ltd, wherein Merger Sub will merge with Chenghe, with Chenghe surviving as a wholly owned subsidiary of Polibeli. Significant recapitalization events are set to occur just prior to the merger, affecting the company's share structure. The merger is predicted to bestow considerable control over the new entity to the Company Shareholder, alongside specific projections on share distribution after potential shareholder redemptions. The Board has recommended that shareholders vote in favor of the proposed business combination during the upcoming extraordinary general meeting. Furthermore, it is acknowledged that following the merger, the newly combined entity will transition to public company status and pursue exchange listing under the symbol “PLBL.”

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.

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.

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.

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'.

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.

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.

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.

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.