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): December 15, 2023 (December 15, 2023)
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 7.01 Regulation FD Disclosure.
On December 15, 2023,
Femco Steel Technology Co., Ltd. (“FST”), a company limited by shares incorporated and in existence under the laws
of Taiwan with uniform commercial number of 04465819 and listed on the Emerging Stock Market of the Taipei Exchange of Taiwan (the “Taipei
Exchange”), made a public announcement on the Taipei Exchange of Taiwan in accordance with its reporting obligations, announcing
that on December 15, 2023, its board of directors [unanimously] approved a potential business combination transaction (the “Potential
Transaction”) between Chenghe Acquisition I Co., a Cayman Islands exempted company (“SPAC”), and FST (the
“FST Board Approval”). On the same day, FST held a press conference discussing the FST Board Approval.
Attached as Exhibit 99.1
hereto and incorporated by reference herein is the English translation of the public announcement filed by FST on the Taipei Exchange.
Attached as Exhibit 99.2 hereto and incorporate by reference herein is the English translation of the transcript of the press conference.
Investors and securityholders
of SPAC should be aware that there is no guarantee that any definitive agreement will be entered into in connection with the Potential
Transaction or, even if a definitive business combination agreement is signed, the Potential Transaction will be consummated on the terms
currently contemplated or at all.
The
information contained in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filings under the Securities
Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as may be expressly set forth by specific reference in such
filing.
Important Additional
Information Regarding the Transaction Will Be Filed With the SEC
This current report relates
to a potential business combination between SPAC and FST. This current report does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If
a legally binding definitive agreement with respect to the proposed business combination is executed, FST intends to file a Registration
Statement on Form F-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred
to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SPAC shareholders.
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 SPAC and FST through the website maintained by the SEC at www.sec.gov. The documents filed
by SPAC and FST 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.
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 SPAC and FST. These forward-looking statements are based on
SPAC’s and FST’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, including the anticipated signing of a definitive business combination agreement between the parties and the timing and
the terms of such agreement, are also forward-looking statements. 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 or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the control of SPAC and FST,
and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in
the section entitled “Risk Factors” in SPAC’s Annual Report for the year ended December 31, 2022, which was filed with
the SEC on April 19, 2023, and in the other documents that SPAC and/or FST have filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither SPAC nor FST presently
know or that SPAC and FST currently believe are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While SPAC and FST may
elect to update these forward-looking statements, SPAC and FST specifically disclaim any obligation to do so, except as required by law.
No Offer or Solicitation
This current report does
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.
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.
| |
Chenghe Acquisition I Co. |
| |
|
| |
By: |
/s/ Zhiyang Zhou |
| |
Name: |
Zhiyang Zhou |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
Date: December 15, 2023
Exhibit 99.1
The information below is an English translation of the public announcement made by Femco Steel Technology Co.,
Ltd. on the Market Observation Post System (MOPS), accessible on the MOPS’ website at www.mops.twse.com.tw, which was originally
issued in Chinese. Attempts to provide an accurate translation of the transcript in Chinese have been made, but due to linguistic nuances,
slight differences may exist.
| No. of announcement |
1 |
Date of Announcement |
112/12/15 |
Time of Announcement |
19:35:53 |
| Announcing Person |
Warren Huang |
Title |
General Manager |
Tel: |
+886 5 221 2555 |
| Subject |
The Board of Directors has approved the authorization for the Chairman to sign the final agreement with Chenghe Acquisition I Co. |
| Compliance Provision |
No. |
8 |
Date of Occurrence |
112/12/15 |
| Description |
1.Date of Occurence:112/12/15
2. Counter party: Chenghe Acquisition I Co. (NASDAQ: LATG)
3. Relationship with the Company: None.
4. Effective date of agreement: N/A
5. Main content: the Board of Directors has approved the authorization
of the Chairman to sign the final agreement with Chenghe Acquisition I Co. It is planned to have an entity, after the Company’s
internal restructuring, to be listed on the NASDAQ following the SPAC model.
6. Restrictive Covenants: as set forth in the agreement
7. Commitments: as set forth in the agreement
8. Other material clauses: as set forth in the agreement
9. Impact to the Company’s financial and business: The signing
of the final agreement will have a positive impact on the Company's brand growing and global development.
10. Purpose: after execution of the final agreement by the parties,
it is planned to have an entity, after the Company’s internal restructuring, to be listed on the NASDAQ.
11. Other matters:
(1) Following the Company’s
business strategy, in order to enhance the operating efficiency of the Company and in consideration of the Company’s long-term global
development, to have an entity, after the Company’s internal restructuring, to be listed on the NASDAQ following the SPAC model.
This may contain investment risks, and investors should be cautiously before any investment. Relevant information will be announced if
required by regulations. Investors can also refer to the Company’s webpage (https://fstshafts.com.tw).
(2) The effective date of
the agreement will be announced later after execution by both parties. |
The paragraphs below were not a part of , nor included in, the public
announcement of FST (as defined below).
Important Additional
Information Regarding the Transaction Will Be Filed With the SEC
This communication relates
to a potential business combination between Chenghe Acquisition I Co. (“SPAC”) and Femco Steel Technology Co., Ltd. (“FST”).
This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. If a legally binding definitive agreement with respect to the proposed
business combination is executed, FST intends to file a Registration Statement on Form F-4 with the SEC, which will include a document
that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will
be sent to all SPAC shareholders.
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 SPAC and FST through the website maintained by the SEC at www.sec.gov. The documents filed
by SPAC and FST 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.
Caution About Forward-Looking
Statements
This communication 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 SPAC and FST. These forward-looking statements are based on
SPAC’s and FST’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, including the anticipated signing of a definitive business combination agreement between the parties and the timing and
the terms of such agreement, are also forward-looking statements. 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 or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the control of SPAC and FST,
and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in
the section entitled “Risk Factors” in SPAC’s Annual Report for the year ended December 31, 2022, which was filed with
the SEC on April 19, 2023, and in the other documents that SPAC and/or FST have filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither SPAC nor FST presently
know or that SPAC and FST currently believe are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While SPAC and FST may
elect to update these forward-looking statements, SPAC and FST specifically disclaim any obligation to do so, except as required by law.
No Offer or Solicitation
This communication does
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.
Exhibit 99.2
The information
below is an English translation of the transcript of the press conference held by Femco Steel Technology Co., Ltd. on or about 7:30 p.m.
(Taipei time) December 15, 2023, which was originally conducted in Chinese. Attempts to provide an accurate translation
of the transcript in Chinese have been made, but due to linguistic nuances, slight differences may exist.
Femco Steel
Technology Co., Ltd. (hereinafter referred to as the "Company") announced on December 15, 2023, that the Board of Directors
has approved the authorization for the Chairman to sign the Business Combination Agreement with Chenghe Acquisition I Co. This
strategic move aims to enhance the Company's operational efficiency and international presence by pursuing a listing on the NASDAQ stock
exchange through a merger with Special Purpose Acquisition Company (SPAC) in the United States.
Since
the development of KBS brand, the Company proprietary brand, the Company has leveraged its strengths as an integrated manufacturer
and brand owner to gradually expand its market share in the United States. KBS brand is originated and generated most of its sales in
the United States, an overseas listing is expected to further enhance the operational efficiency of the Company's brand strategy and positively
contribute to the long-term internationalization goals. The Company is desirous to become a leading global brand in golf shafts.
In line with the restructuring and transaction arrangements for the
upcoming listing on the NASDAQ stock exchange, the Company plans to terminate the trading of its shares on the Taipei Exchange's Emerging
Stock Market. Upon the approval by the shareholders' meeting, the Company will apply to the Financial Supervisory Commission to cease
the public issuance of its securities. The subsequent handling of this matter will follow and comply with relevant laws and regulations,
and the actual operations permitted by regulatory authorities, and in coordination with the overall timeline for the overseas listing.
The paragraphs below were not a part of , nor included in, the transcript
of the press conference.
Important Additional
Information Regarding the Transaction Will Be Filed With the SEC
This communication relates
to a potential business combination between Chenghe Acquisition I Co. (“SPAC”) and Femco Steel Technology Co., Ltd. (“FST”).
This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. If a legally binding definitive agreement with respect to the proposed
business combination is executed, FST intends to file a Registration Statement on Form F-4 with the SEC, which will include a document
that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will
be sent to all SPAC shareholders.
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 SPAC and FST through the website maintained by the SEC at www.sec.gov. The documents filed
by SPAC and FST 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.
Caution About Forward-Looking
Statements
This
communication 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 SPAC and FST. These forward-looking statements
are based on SPAC’s and FST’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, including the anticipated signing of a definitive business combination agreement between the parties
and the timing and the terms of such agreement, are also forward-looking statements. 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
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the
control of SPAC and FST, and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties,
as set forth in the section entitled “Risk Factors” in SPAC’s Annual Report for the year ended December 31, 2022, which
was filed with the SEC on April 19, 2023, and in the other documents that SPAC and/or FST have filed, or will file, with the SEC. If any
of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither SPAC
nor FST presently know or that SPAC and FST currently believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While
SPAC and FST may elect to update these forward-looking statements, SPAC and FST specifically disclaim any obligation to do so, except
as required by law.
No Offer or Solicitation
This communication does
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.
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