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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 25, 2023
Chenghe
Acquisition Co.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
|
001-41366 |
|
98-1598077 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
38 Beach Road #29-11 South Beach Tower Singapore |
|
189767 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (+65) 9851 8611 |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
CHEAU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
|
CHEA |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
On October
25, 2023, Chenghe Acquisition Co. (the “Company”) issued a non-interest bearing non-convertible unsecured promissory note
(the “Note”) to Chenghe Investment Co., a Cayman Islands exempted company, for a principal amount of up to $350,000. The Company
may draw down up to $150,000 under the Note to pay the Contributions (as such term is defined under the definitive proxy statement on
Schedule 14A filed by the Company on July 5, 2023 with the U.S. Securities and Exchange Commission) and up to $200,000 for general corporate
purposes.
The unpaid
principal amount under the Note will be repayable by the Company on the effective date of an initial merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses, unless accelerated upon
the occurrence of an Event of Default (as defined in the Note).
The foregoing description of the Note does not
purport to be complete and is qualified in its entirety by the terms and conditions thereof. A copy of the Note is filed herewith as Exhibit
10.1 and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 to the extent required
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Chenghe Acquisition Co. |
|
|
|
By: |
/s/ Shibin Wang |
|
Name: |
Shibin Wang |
|
Title: |
Chief Executive Officer |
Date: October 25, 2023
Exhibit 10.1
THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED in
the absence of registration of the resale thereof under the securities act or AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN
FORM, SCOPE AND SUBSTANCE TO THE MAKER that such registration is not required.
PROMISSORY
NOTE
Principal Amount:
up to $350,000
|
Dated as of October
25, 2023 |
Chenghe
Acquisition Co., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Chenghe Investment
Co., a Cayman Islands exempted company, or its registered assigns or successors in interest (the “Payee”), or order,
the principal sum of Three Hundred and Fifty Thousand dollars ($350,000) or such lesser amount as have been advanced by the Payee to
the Maker and shall remain unpaid under this Note, on the Maturity Date (as defined below), in lawful money of the United States of America,
on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available
funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.
1.
Principal. The entire unpaid principal balance of this Note shall be due and payable on the effective date of an initial
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Maker and one
or more businesses (the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined
below), provided that the entire unpaid principal balance of this Note shall not exceed $350,000 at any time. The principal balance
may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee
or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest.
No interest shall accrue on the unpaid principal balance of this Note.
3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal balance of this Note.
4.
Purpose. The Maker may apply an amount up to $150,000 advanced by the Payee under this Note to fund the Maker’s deposit
into the Trust Account (as defined below) for effecting the Extension (as such term is defined in the definitive proxy statement on Schedule
14A filed by the Maker on July 5, 2023 with the U.S. Securities and Exchange Commission) and shall apply any remaining amount advanced
by the Payee under this Note towards general corporate purposes.
5.
Events of Default. Each of the following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by the Maker to pay all or a portion of the principal amount due pursuant to this Note within
five (5) business days of the Maturity Date.
(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for
a period of sixty (60) consecutive days.
6.
Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Section 5(b) or Section 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of the Payee.
7.
Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
8.
Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
9.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.
10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS THEREOF.
11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
12.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”)
established by the Maker in which the proceeds of the initial public offering of the Maker’s securities (the “IPO”)
and the overallotment securities acquired by the underwriters acting as such in the IPO and the proceeds of the sale of the warrants
issued in a private placement concurrently with the consummation of the IPO were deposited, as described in greater detail in the registration
statement and prospectus filed by the Maker with the SEC in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.
14.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment with the
required consent shall be void.
[Signature
page follows]
IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
|
Chenghe Acquisition Co. |
|
|
|
a Cayman Islands exempted company |
|
|
|
By: |
/s/ Shibin Wang |
|
|
Name: Shibin Wang |
|
|
Title: Chief Executive Officer |
[Signature
Page to Promissory Note]
Acknowledged and agreed as of the date first above written.
Chenghe Investment
Co.
a Cayman Islands
exempted company
By: |
/s/ Richard Qi Li |
|
Name: |
Richard Qi Li |
|
Title: |
Director |
|
[Signature
Page to Promissory Note]
v3.23.3
Cover
|
Oct. 25, 2023 |
Document Information [Line Items] |
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|
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|
Entity Registrant Name |
Chenghe
Acquisition Co.
|
Entity Central Index Key |
0001856948
|
Entity Tax Identification Number |
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|
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