LATGF Chenghe Acquisition I Company (PK)

 

 

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 29, 2024 (October 25, 2024)

 

Chenghe Acquisition I Co.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-41246		98-1605340
(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

 

LatAmGrowth SPAC

(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		LATGU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		LATG		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.

 

As disclosed in a Current Report on Form 8-K that Chenghe Acquisition I Co. (formerly known as LatAmGrowth SPAC), a Cayman corporation (the “Company”), filed on April 18, 2023 with the U.S. Securities and Exchange Commission, the Company previously entered into an investment management trust agreement, dated January 24, 2022 with Continental Stock Transfer & Trust Company (the “Trustee”), as trustee, which was amended on April 13, 2023, October 25, 2023 and November 8, 2023 (the “Trust Agreement”). On October 25, 2024, the Company’s shareholders approved the Trust Amendment Proposal (as defined below). Following such approval by the Company’s shareholders, the Company and the Trustee entered into the Amendment No. 4 to the Trust Amendment on October 25, 2024.

 

The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K (“this report”) and is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth under Item 5.07 of this report is hereby incorporated by reference into this Item 5.03 to the extent required herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On October 25, 2024, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which, holders of 5,669,205 of the Company’s ordinary shares, which represents approximately 78.83% of the ordinary shares issued and outstanding and entitled to vote as of the record date of September 20, 2024, were represented in person or by proxy.

 

At the Extraordinary General Meeting, the shareholders approved:

 

(A)

the proposal to amend the Company’s amended and restated memorandum and articles of association (as amended by a special resolution of the Company’s shareholders on April 13, 2023 and October 25, 2023, the “Articles”) to extend (the “Extension”) the date (the “Termination Date”) by which the Company must (i) consummate a business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and (iii) redeem all of the Company’s then issued and outstanding Class A ordinary shares, from October 27, 2024 to November 27, 2024 for a deposit of $0.025 for each of the Company’s Class A ordinary share not elected to be redeemed immediately after the Extraordinary General Meeting; and to allow the Company, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company, to further extend the Termination Date for up to five times, each time by one month, from November 27, 2024 up to April 27, 2025, and each time for the deposit of $0.025 for each of the Company’s Class A ordinary share not elected to be redeemed immediately after the Extraordinary General Meeting (such amendment, the “Extension Amendment”; such proposal, the “Extension Amendment Proposal”; the deposits in relation to the Extension, collectively, the “Extension Contributions”);

 

(B)

the proposal to amend the Articles to remove the language therein which permits the Company to withdraw up to $100,000 of interest earned on the funds held in the trust account (the “Trust Account”) established in connection with the initial public offering of the Company’s securities to pay dissolution expenses if the Company fails to consummate a business combination by the Termination Date (such amendment, the “Dissolution Expenses Amendment”; such proposal, the “Dissolution Expenses Amendment Proposal”); and

 

(C)

the proposal to amend the Trust Agreement (the “Trust Amendment”) to reflect the Extension Amendment and the Dissolution Expenses Amendment (such proposal, the “Trust Amendment Proposal”).

 

A copy of the amendment to the Articles is filed herewith as Exhibit 3.1 and incorporated herein by reference.

 

 

The following is a brief description of the final voting results for each proposal submitted to a vote of the shareholders at the Extraordinary General Meeting.

 

1.	The Extension Amendment Proposal. The Extension Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

 

FOR		AGAINST		ABSTAIN
5,287,739		381,466		0

 

2.	The Dissolution Expenses Amendment Proposal. The Dissolution Expenses Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

 

FOR		AGAINST		ABSTAIN
5,449,572		219,633		0

 

3.	The Trust Amendment Proposal. The Trust Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

 

FOR		AGAINST		ABSTAIN
5,449,572		219,633		0

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 407,442 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $11.66 per share, for an aggregate redemption amount of approximately $4.7 million, leaving approximately $41.2 million in the Trust Account.

 

In connection with the approval of the Extension Amendment Proposal, in addition to the Extension Contributions, the Company commits to deposit extra incentive in the Trust Account for the Extension. As a result, in the aggregate, the Company commits to pay (a) $0.03 for each of the Company’s Class A ordinary shares not elected to be redeemed immediately after the Extraordinary General Meeting for each one-month extension period from October 27, 2024 (exclusive) to January 27, 2025; and (b) $0.05 for each of the Company’s Class A ordinary shares not elected to be redeemed immediately after the Extraordinary General Meeting for each one-month extension period from January 25, 2025 to April 27, 2025.

 

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals or (y) if the holders of public shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that the Company would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC, or (z) if the board determines that it is no longer desirable to proceed with the foregoing proposals, was not presented at the Extraordinary General Meeting.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association of Chenghe Acquisition I Co.
10.1		Amendment No.4 to the Investment Management Trust Agreement, dated October 25, 2024, between Chenghe Acquisition I Co. and Continental Stock Transfer & Trust Company, as trustee
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 I Co.
	By:	/s/ Zhaohai Wang
	Name:	Zhaohai Wang
	Title:	Chief Financial Officer

 

Date: October 29, 2024

 

 

 

 

Exhibit 3.1

 

CHENGHE ACQUISITION I CO. (THE “COMPANY”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

 

Extension Amendment Proposal and Dissolution Expenses Amendment Proposal

 

RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by deleting Article 49.7 in its entirety and replacing it with the following:

 

“49.7 In the event that the Company does not consummate a Business Combination on or before the First Phase Extended Date, or, if the Board has resolved to extend the period of time to consummate a Business Combination beyond the First Phase Extended Date, as permitted by this Article 49.7, by the applicable Second Phase Extended Date, or such later time as the Members may approve in accordance with the Articles, the Company shall:

 

(a)      cease all operations except for the purpose of winding up;

 

(b)      as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c)      as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

 

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination by November 27, 2024, the Company may, without the need for any further action, approvals or resolutions by or from the Members, elect to extend the date to consummate the Business Combination beyond November 27, 2024 on a monthly basis for up to five times, each time by one month, by resolutions of the Directors, prior to the last day before the applicable Extended Date. For the avoidance of doubt, the Company may decide to terminate each extended monthly period, provided that the Company shall have deposited into the Trust Account, for such extended monthly period, US$0.025 for each Public Share that has not been redeemed as of October 25, 2024.

 

For the purpose of this Article 49.7 and Article 49.8, the period from October 27, 2024 (exclusive) to November 27, 2024 (inclusive) is being referred to as the “First Phase Extension Period,” and each of the one-month extension periods after November 27, 2024 (exclusive) until April 27, 2024 (inclusive) is being referred to as a “Second Phase Extension Period.” Each of the First Phase Extension Period and the Second Phase Extension Periods is an “Extension Period.” November 27, 2024 is being referred as the “First Phase Extended Date,” and the last day of each Second Phase Extension Period is being referred to as a “Second Phase Extended Date,” with the first Second Phase Extended Date being December 27, 2024 and the last Second Phase Extended Date being April 27, 2025. “Extended Date” means each of the First Phase Extended Date and the Second Phase Extended Date, as appropriate.

 

 

In connection with the extensions, the Company shall deposit in the Trust Account for each month extended beyond October 27, 2024 US$0.025 for each Public Share that has not been redeemed as of October 25, 2024. The First Phase Extension Contribution shall be deposited in the Trust Account on or before November 4, 2024. Each Second Phase Extension Contribution, if applicable, shall be deposited into the Trust Account on or before on the seventh day of the applicable Second Phase Extension Period. Each of the First Phase Extension Contribution and Second Phase Extension Contributions is being referred to as an “Extension Contribution.” If any day when an Extension Contribution is scheduled to be deposited is not a business day in New York City, New York, or Hong Kong, the Company is entitled to make such Extension Contribution on the immediate next day which is a business day in New York City, New York and Hong Kong.

 

For the avoidance of doubt, the Board may, prior to the last day of an Extension Period, pass a resolution to terminate such Extension Period, provided that the Company shall have deposited into the Trust Account the Extension Contribution for such Extension Period.”

 

 

 

 

Exhibit 10.1

 

AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 25, 2024, by and between Chenghe Acquisition I Co. (f/k/a LatAm Growth SPAC), a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 24, 2022 by and between the parties hereto, as amended by Amendment No. 1 dated April 13, 2023, Amendment No. 2 dated October 25, 2023 and Amendment No. 3 dated November 8, 2023 (the “Trust Agreement”).

 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of holders of sixty-five percent (65%) of the votes cast of the then outstanding ordinary shares of the Company, voting together as a single class;

 

WHEREAS, the Company obtained the requisite vote of the shareholders of the Company to approve this Amendment; and

 

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.            Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) First Phase Extended Date (or up to the relevant Second Phase Extended Date, as may be extended by the Company if the sponsor (or its affiliates or designees), upon notice prior to the deadline, deposits into the Trust Account for the relevant Extension Contribution) and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), shall be distributed to the Public Shareholders of record as of such date;”

 

2.            Amendment to Definition. The following defined term in the Trust Agreement shall be amended and restated in its entirety:

 

““Extension Contribution” means any of the First Phase Extension Contribution and the Second Phase Extension Contributions. For the avoidance of doubt, with respect to the First Phase Extension Period, the First Phase Extension Contribution shall be deposited on or before November 4, 2024, and, with respect to each Second Phase Extension Period, each Second Phase Extension Contribution shall be deposited on or before the seventh day after the Second Phase Extension Date that is immediately preceding to such date, provided that if any date when an Extension Contribution is scheduled to be deposited is not a business day in New York City, New York, or Hong Kong, such Extension Contribution shall be paid on the immediate next day which is a business day in New York City, New York and Hong Kong.

 

 

“First Phase Extended Date” shall mean November 27, 2024.

 

“First Phase Extension Period” shall mean the one-month extension period from October 27, 2024 (exclusive) to November 27, 2024 (inclusive).

 

“First Phase Extension Contribution” shall mean, with respect to the First Phase Extension Period, the deposit of $0.025 per public share that is not elected to be redeemed as of October 14, 2024.

 

“Second Phase Extended Date” shall mean the last day of any Second Phase Extension Period. For the avoidance of doubt, the first Second Phase Extended Date is December 27, 2024, and the last possible Second Phase Extended Date is April 27, 2025.

 

“Second Phase Extension Period” shall mean any one-month extension period authorized by the Board from December 27, 2024 (exclusive) up to April 27, 2025 (inclusive).

 

“Second Phase Extension Contribution” shall mean, with respect to each Second Phase Extension Period, the deposit of $0.025 per public share that is not elected to be redeemed as of October 14, 2024.

 

“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated January 24, 2022, by and between LatAmGrowth SPAC and Continental Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated April 13, 2023, Amendment No. 2 dated October 25, 2023 and Amendment No. 3 dated November 8, 2023.”

 

3.            Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

4.            Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

5.            Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

6.            Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

7.            Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

8.            Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature Pages to Follow]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

 

	Chenghe Acquisition I Co.
	By:	/s/ Yixuan Yuan
		Name:	Yixuan Yuan
		Title:	Chief Executive Officer

 

[Signature Page to Amendment No.4 to the Investment Management Trust Agreement]

 

 

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	By:	/s/ Francis Wolf
		Name:	Francis Wolf
		Title:	Vice President

 

[Signature Page to Amendment No.4 to the Investment Management Trust Agreement]

 

 

 

v3.24.3

Cover	Oct. 25, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41246
Entity Registrant Name	Chenghe Acquisition I Co.
Entity Central Index Key	0001868269
Entity Tax Identification Number	98-1605340
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	38 Beach Road #29-11
Entity Address, City or Town	South Beach Tower
Entity Address, Country	SG
Entity Address, Postal Zip Code	189767
City Area Code	65
Local Phone Number	9851 8611
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	LatAmGrowth SPAC
Unitseachconsistingofone Class Aordinaryshare [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	LATGU
Security Exchange Name	NASDAQ
Class Aordinarysharesparvaluepershare [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	LATG
Security Exchange Name	NASDAQ

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