Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Chenghe Acquisition II Co. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
G20873108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G20873108 |
| 1 | Names of Reporting Persons
Chenghe Investment II Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,051,875.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) See Item 4. The Reporting Person owns (i) 2,785,000 Class B ordinary shares of the Issuer, which shares (unless otherwise provided in the Issuer's initial business combination agreement) will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination, and may be converted at any time prior to the initial business combination, at the option of the holder, on a one-for-one basis, subject to adjustment as described by "Founder shares conversion and anti-dilution rights" in the Issuer's registration statement on Form S-1/A (File No. 333-279359) filed on May 29, 2024 and (ii) 266,875 Class A ordinary shares of the Issuer included in units of the Issuer purchased in a private placement that closed concurrently with the Issuer's initial public offering. Chenghe Investment II Limited is the record holder of the shares reported herein. Mr. Li owns all outstanding equity interest of Chenghe Investment II Limited. As such, Mr. Li may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Chenghe Investment II Limited. Mr. Li disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Li may have therein, directly or indirectly. (2) Excludes 133,438 Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable.
SCHEDULE 13G
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| CUSIP No. | G20873108 |
| 1 | Names of Reporting Persons
Qi Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
 (b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,081,875.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
26.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) See Item 4. The Reporting Person owns (i) 2,815,000 Class B ordinary shares of the Issuer, which shares (unless otherwise provided in the Issuer's initial business combination agreement) will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination, and may be converted at any time prior to the initial business combination, at the option of the holder, on a one-for-one basis, subject to adjustment as described by "Founder shares conversion and anti-dilution rights "in the Issuer's registration statement on Form S-1/A (File No. 333-279359) filed on May 29, 2024 and (ii) 266,875 Class A ordinary shares of the Issuer included in units of the Issuer purchased in a private placement that closed concurrently with the Issuer's initial public offering. Chenghe Investment II Limited is the record holder of the shares reported herein. Mr. Li owns all outstanding equity interest of Chenghe Investment II Limited. As such, Mr. Li may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Chenghe Investment II Limited. Mr. Li disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Li may have therein, directly or indirectly. (2) Excludes 133,348 Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. (3) Reflects 30,000 Class B Ordinary Shares transferred from Chenghe Investment II Limited to Mr. Li in his personal capacity.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Chenghe Acquisition II Co. | |
| (b) | Address of issuer's principal executive offices:
38 Beach Road #29-11, South Beach Tower, Singapore 189767 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by Chenghe Investment II Limited and Qi Li (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
38 Beach Road #29-11, South Beach Tower, Singapore 189767 | |
| (c) | Citizenship:
Chenghe Investment II Limited is a Cayman Islands limited liability company. Qi Li is a citizen of Hong Kong, SAR. | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
G20873108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover page of this Schedule 13G are incorporated herein by reference. As of December 31, 2024, the Reporting Persons may be deemed to beneficially own 3,081,875 of the Issuer's Class A ordinary shares | |
| (b) | Percent of class:
This represents 26.1% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the issued and outstanding Class B ordinary shares of the Issuer. The Class B ordinary shares (unless otherwise provided in the Issuer's initial business combination agreement) will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination, and may be converted at any time prior to the initial business combination, at the option of the holder, on a one-for-one basis, subject to adjustment as described by "Founder shares conversion and anti-dilution rights" in the Issuer's registration statement on Form S-1/A (File No. 333-279359) filed on May 29, 2024. The percentages used in this Schedule 13G are based on 11,810,000 of the Issuer's Class A ordinary shares and 2,875,000 of the Issuer's Class B ordinary shares issued and outstanding as of November 14, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2024, filed with the Securities and Exchange Commission on November 14, 2024 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Li, in his personal capacity, is the record holder of the 30,000 shares reported herein. | ||
| (ii) Shared power to vote or to direct the vote:
Chenghe Investment II Limited is the record holder of the 3,051,875 shares reported herein. Mr. Li owns all outstanding equity interest of Chenghe Investment II Limited. As such, Mr. Li may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Chenghe Investment II Limited. Mr. Li disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Li may have therein, directly or indirectly. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Li, in his personal capacity, is the record holder of the 30,000 shares reported herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Chenghe Investment II Limited is the record holder of the 3,051,875 shares reported herein. Mr. Li owns all outstanding equity interest of Chenghe Investment II Limited. As such, Mr. Li may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Chenghe Investment II Limited. Mr. Li disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Li may have therein, directly or indirectly. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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