false 0001856948 0001856948 2024-02-08 2024-02-08 0001856948 chea:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2024-02-08 2024-02-08 0001856948 us-gaap:CommonClassAMember 2024-02-08 2024-02-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, DC 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

February 8, 2024 (February 8, 2024)


Chenghe Acquisition Co.

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands   001-41366   98-1598077
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


38 Beach Road #29-11
South Beach Tower
(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 (see General Instruction A.2. below):


¨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 Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which
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 8.01 Other Events.


As previously announced, Chenghe Acquisition Co. (the “Company” or “Chenghe”) entered into the business combination agreement dated as of July 21, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), with Semilux International Ltd., a Cayman Islands exempted company with limited liability (“CayCo”), SEMILUX LTD., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of CayCo (“Merger Sub”), and Taiwan Color Optics, Inc. (“TCO” and together with CayCo and Merger Sub, the “TCO Parties”), a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644, and approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub shall be merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo (the “Merger”), and Chenghe will change its name to “SEMILUX LTD.” (the “Business Combination”).


The conditions to the closing of the Business Combination have not yet been satisfied and the Business Combination has not closed. The parties are working together to expeditiously satisfy such closing conditions, including obtaining the approval of Nasdaq to list CayCo’s ordinary shares and warrants following the Business Combination. There can be no assurance that the Business Combination will be consummated within the time period required by Chenghe's constitutional documents, which provides that Chenghe must consummate its initial business combination by March 2, 2024, unless extended by the board of directors of Chenghe (the “Chenghe Board”) in accordance with its constitutional documents. If the Business Combination is not completed by March 2, 2024, and the Chenghe Board does not elect to further extend the termination date, Chenghe will, among other things, cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than 10 business days thereafter, redeem Class A ordinary shares of Chenghe (the "Chenghe Class A Shares"), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Chenghe's trust account (which, for illustrative purposes, was approximately $11.08 per share, as of February 2, 2024), including interest earned on the funds held in the trust account and not previously released to Chenghe (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of Chenghe Class A Shares then in issue.


Caution About Forward-Looking Statements


This current report may contain forward-looking statements within the meaning of section 27A of the Securities Act, and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Chenghe, CayCo and TCO. These forward-looking statements are based on Chenghe’s, CayCo’s and TCO’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances are also forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the Business Combination are not satisfied, including the failure to timely or at all obtain listing approval from Nasdaq; (ii) uncertainties as to the timing of the consummation of the Business Combination and the ability of each of Chenghe, Merger Sub, CayCo and TCO to consummate the Business Combination; (iv) the occurrence of any event that could give rise to termination of the Business Combination; (v) the risk that shareholder litigation in connection with the Business Combination or other settlements or investigations may affect the timing or occurrence of the Business Combination or result in significant costs of defense, indemnification and liability; and (vi) and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chenghe’s final prospectus dated April 27, 2022 relating to its initial public offering and in subsequent filings with the SEC, including the definitive proxy statement in relation to the Business Combination dated January 12, 2024. The foregoing list of important factors is not exhaustive. Neither Chenghe nor CayCo can give any assurance that the conditions to the Business Combination will be satisfied. Except as required by applicable law, neither Chenghe nor CayCo undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.





Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: February 8, 2024




Feb. 08, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 08, 2024
Entity File Number 001-41366
Entity Registrant Name Chenghe Acquisition Co.
Entity Central Index Key 0001856948
Entity Tax Identification Number 98-1598077
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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant  
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 CHEAU
Security Exchange Name NASDAQ
Common Class A [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol CHEA
Security Exchange Name NASDAQ

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