Sec Form 3 Filing - Chenghe Investment II Ltd. @ Chenghe Acquisition II Co. - 2024-06-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chenghe Investment II Ltd. 2. Issuer Name and Ticker or Trading Symbol Chenghe Acquisition II Co. [ CHEB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 38 BEACH ROAD #29-11, SOUTH BEACH TOWER 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2024 (Street) SINGAPORE, U0189767 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares ( 1 ) 2,875,000 ( 2 ) I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chenghe Investment II Ltd. 38 BEACH ROAD #29-11 SOUTH BEACH TOWER SINGAPORE, U0189767 X Li Qi 38 BEACH ROAD #29-11, SOUTH BEACH TOWER SINGAPORE, U0189767 X Signatures By: /s/ Chenghe Investment II Ltd. By: /s/ Qi Li authorized signatory. 06/06/2024 Signature of Reporting Person Date By: /s/ Qi Li 06/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Ordinary Shares of the Issuer ("Class B Shares") will automatically convert into Class A Ordinary Shares of the Issuer ("Class A Shares") on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-333-279359) initially filed with the Securities and Exchange Commission on May 13, 2024, as amended. The Class B Shares have no expiration date. ( 2 )Reflects Class B Shares held by Chenghe Investment II Limited (the "Sponsor"). Mr. Qi Li, who holds 100% of the voting securities of the Sponsor may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by the Sponsor.

Remarks: Exhibit 99 - Joint Filer Statement

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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