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):
September 10, 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:
| x | 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
previously announced on December 22, 2023, Chenghe Acquisition I Co., a Cayman Islands exempted company limited by shares (“Chenghe”),
entered into a Business Combination Agreement (the “Business Combination Agreement”), with FST Corp., a Cayman Islands
exempted company limited by shares (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company limited by shares
and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology Co., Ltd., a company limited
by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819 (the “Company,”
and together with CayCo and Merger Sub, the “Company Parties”). Capitalized terms
used in this Current Report on Form 8-K but not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Business Combination Agreement.
On
September 10, 2024, Chenghe and the Company Parties entered into the First Amendment to Business
Combination Agreement (the “First BCA Amendment”), pursuant to which the Agreement End Date of the Business Combination
Agreement is extended from October 26, 2024 to January 26, 2025 (or such later time mutually agreed upon by the Company and Chenghe).
All other terms of the Business Combination Agreement, which was previously filed by Chenghe as Exhibit 2.1 to Chenghe’s Current
Report on Form 8-K on December 22, 2023, remain unchanged.
The foregoing
summary description of the First BCA Amendment is subject to and qualified in its entirety by reference to the First BCA Amendment,
a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed Business Combination,
CayCo filed a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which includes a proxy
statement to Chenghe shareholders and a prospectus for the registration of CayCo securities. After the Registration Statement is declared
effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all Chenghe shareholders
as of the record date to be established for voting on the proposed Business Combination and will contain important information about the
proposed Business Combination and related matters. Shareholders of Chenghe and other interested persons are advised to read these materials
(including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about
Chenghe, the Company and CayCo and the proposed Business Combination. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Chenghe, the Company and
CayCo will also file other documents regarding the proposed Business Combination with the SEC. This current report does not contain all
the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF CHENGHE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by Chenghe and CayCo through the website maintained by the SEC at www.sec.gov. The documents filed by Chenghe and CayCo
with the SEC also may be obtained free of charge upon written request to Chenghe Acquisition I Co., 38 Beach Road #29-11, South Beach
Tower, Singapore.
Participants in the Solicitation
This current report is not a solicitation of a
proxy from any investor or securityholder. Chenghe, the Company, CayCo and their respective directors, executive officers, other members
of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Chenghe’s shareholders
in connection with the proposed business combination. A list of the names of the directors, executive officers, other members of management
and employees of Chenghe and the Company, as well as information regarding their interests in the business combination, is contained in
the Registration Statement filed with the SEC by CayCo. Additional information regarding the interests of such potential participants
in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies
of these documents from the sources indicated above.
No Offer or Solicitation
This current report is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Caution About Forward-Looking Statements
This current report contains forward-looking statements
for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs and assumptions
and on information currently available to Chenghe, the Company and CayCo. No representations or warranties, express or implied are given
in, or in respect of, this press release. These forward-looking statements are based on Chenghe’s, the Company’s and CayCo’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, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the effect of the announcement
or pendency of the proposed Business Combination on the Company’s business relationships, operating results, current plans and operations
of CayCo and the Company; the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected
by, among other things, competition, the ability of CayCo to grow and manage growth profitably; the possibility that Chenghe, CayCo and/or
the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by Chenghe, CayCo or the Company
of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing
of the completion of the proposed Business Combination; plans, intentions or future operations of CayCo or the Company relating to attainment,
retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation
of any construction or operations of plants or facilities; CayCo’s ability to execute on their business plans and strategy; and
other risks and uncertainties described from time to time in filings with the SEC. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the Registration Statement referenced above and other documents filed by Chenghe and CayCo from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may
be additional risks that neither Chenghe nor the Company and CayCo presently know, or that Chenghe and the Company and/or CayCo currently
believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons,
among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in
this press release. Neither Chenghe, the Company nor CayCo undertakes any obligation to publicly revise these forward–looking statements
to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.
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.
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Chenghe Acquisition I Co. |
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|
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By: |
/s/ Yixuan Yuan |
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Name: |
Yixuan Yuan |
| |
Title: |
Chief Executive Officer |
Date: September 10, 2024
Exhibit 2.1
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT
THIS FIRST AMENDMENT TO BUSINESS
COMBINATION AGREEMENT (this “Amendment”), dated as of September 10, 2024, is made and entered into by and among Chenghe
Acquisition I Co., a Cayman Islands exempted company (“SPAC”), FST Corp., a Cayman Islands exempted company limited
by shares (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned
subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology Co., Ltd., a company limited by shares incorporated
and in existence under the laws of Taiwan with uniform commercial number of 04465819 (the “Company”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
RECITALS
(A)
WHEREAS, SPAC, CayCo, Merger Sub and the Company are parties to that certain Business Combination Agreement, dated as of
December 22, 2023 (the “Business Combination Agreement”);
(B)
WHEREAS, Section 10.11 of the Business Combination Agreement provides that the Business Combination Agreement may
not be modified or amended except by written agreement executed and delivered by the duly authorized officers of each of the respective
parties to the Business Combination Agreement; and
(C)
WHEREAS, SPAC, CayCo, Merger Sub and the Company desire to amend the Business Combination Agreement pursuant to Section
10.11 thereof as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in
consideration of the mutual agreements, covenants and other promises set forth herein, the mutual benefits to be gained by the performance
thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, SPAC,
CayCo, Merger Sub and the Company hereby agree as follows:
| 1. | AMENDMENTS TO THE BUSINESS COMBINATION AGREEMENT. |
Termination.
Effective as of the date of this Amendment, Section 9.1(b) of the Business Combination Agreement is hereby replaced in its entirety
with the following:
“(b) by the Company
or SPAC, if the Closing shall not have occurred by 5:00 p.m. (Hong Kong time) on January 26, 2025 (or such later time mutually agreed
upon by the Company and SPAC) (the “Agreement End Date”); provided, that neither the Company nor SPAC may terminate
this Agreement pursuant to this Section 9.1(b) if it is in material breach of any of its obligations hereunder and such material
breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party to consummate
the Closing set forth in Article VIII prior to the Agreement End Date, or (ii) the failure of the Closing to have occurred
prior to the Agreement End Date;”
2.
NO FURTHER AMENDMENT; EFFECT OF AMENDMENT. This Amendment shall be deemed incorporated into, and form a part of, the Business
Combination Agreement and have the same legal validity and effect as the Business Combination Agreement. Except as expressly and specifically
amended hereby, the Business Combination Agreement is not otherwise being amended, modified or supplemented and all terms and provisions
of the Business Combination Agreement are and shall remain in full force and effect in accordance with its terms, and all references to
the Business Combination Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with the Business
Combination Agreement shall hereafter refer to the Business Combination Agreement as amended by this Amendment, and as it may hereafter
be further amended or restated.
3.
NO WAIVER. Except as specifically set forth herein, the execution of this Amendment shall not operate as a waiver of any
right, power or remedy of the parties under the Business Combination Agreement nor shall it constitute a waiver of any provision of the
Business Combination Agreement.
4.
COUNTERPARTS. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same instrument. This Amendment may be executed by electronic transmission, each of which shall
be deemed an original.
5.
HEADINGS. The bold-faced headings contained in this Amendment are for convenience of reference only, shall not be deemed
to be a part of this Amendment and shall not be referred to in connection with the construction or interpretation of this Amendment.
6.
GOVERNING LAW. This Amendment, and all claims or causes of action based upon, arising out of, or related to this Amendment,
shall be governed by, and construed in accordance with, the Laws of the State of New York, without regard to the conflicts of law principles
thereof that would subject such matter to the Laws of another jurisdiction.
[Signature page follows]
IN WITNESS WHEREOF, the parties
listed below, by their duly authorized representatives, have executed this Amendment as of the date first written above.
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CHENGHE ACQUISITION I CO. |
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|
|
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By: |
/s/ Shibin Wang |
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Name: |
Shibin Wang |
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Title: |
Director |
[Signature Page to First Amendment to Business
Combination Agreement]
IN WITNESS WHEREOF, the parties
listed below, by their duly authorized representatives, have executed this Amendment as of the date first written above.
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FEMCO STEEL TECHNOLOGY CO., LTD. |
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By: |
/s/ David Chuang |
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Name: |
David Chuang |
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Title: |
Chairman |
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FST CORP. |
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By: |
/s/ David Chuang |
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Name: |
David Chuang |
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Title: |
Director |
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FST MERGER LTD. |
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By: |
/s/ David Chuang |
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Name: |
David Chuang |
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Title: |
Director |
[Signature Page to First Amendment to Business
Combination Agreement]
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