Correspondence 0001213900-24-047316 from Chenghe Acquisition II Co. (CHEB, CHEB-UN, CHEB-WT) (CIK 0002016420)
Chenghe Acquisition II Co. (CHEB, CHEB-UN, CHEB-WT) (CIK 0002016420)
Date: May 29, 2024 · CIK: 0002016420 · Accession: 0001213900-24-047316
AI Filing Summary & Sentiment
Referenced dates: May 28, 2024
Letter
Draft Registration Statement on Form S-1 Publicly Filed on May 13, 2024 CIK No. 0002016420
RE: Chenghe Acquisition II Co.
Dear Ladies and Gentlemen:
On behalf of our client, Chenghe Acquisition II Co., a company incorporated under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 28, 2024 on the Company’s Registration Statement on Form S-1 filed May 13, 2024.
Concurrently with the submission of this letter, the Company is publicly filing its revised registration statement on Form S-1 (the “Registration Statement”) via EDGAR to the Commission for review. The changes reflected in the Registration Statement include those made in response to the comments of the Staff set forth in the Staff’s letter of May 28, 2024.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Registration Statement on Form S-1 filed May 13, 2024
Summary, page 1
1. We note your revisions in response to prior comment 2. Please provide each of these summary material risks as separate bulleted risk factors together with specific cross references with page numbers to the more detailed discussion of such risks in the risk factors section.
In response to the Staff’s comment, the Company has revised the disclosure on page 34 and 35 of the Registration Statement.
2. We note your changes in response to prior comments 3 and 4. Please include this disclosure in the summary section of the prospectus as requested.
In response to the Staff’s comment, the Company has revised the disclosure on page 35 and 36 of the Registration Statement.
Austin ● Century City ● Dallas ● Houston ● Los Angeles ● Newport Beach ● New York ● San Francisco ● Silicon Valley ● Washington, DC
Beijing ● Brussels ● Hong Kong ● London ● Seoul ● Shanghai ● Singapore ● Tokyo
Risk Factors
isks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
If our initial business combination involves a company..., page 39
3. We note your revisions to this risk factor. Please add back the disclosure that was deleted which stated, “The imposition of the excise tax as a result of redemptions in connection with the initial business combination could . . . cause the other shareholders of the combined company to economically bear the impact of such excise tax.”
In response to the Staff’s comment, the Company has revised the disclosure on page 40 of the Registration Statement.
Exhibits
4. We note that you have included an assumption on page 2 of Exhibit 5.2 that “neither the execution and delivery by the Company of the Units, the Warrants or the Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units: . . . (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject . . . .” Please revise this assumption so it does not exclude agreements to which the company is a party which are governed by the laws of New York and which have been filed as exhibits.
In response to the Staff’s comment, O’Melveny & Myers LLP has revised its legal opinion. The revised legal opinion of O’Melveny & Myers LLP is filed as Exhibit 5.2 to the Registration Statement.
If you have any questions regarding the Registration Statement, please contact the undersigned Mr. Ke Geng of this office at 86(10)6563 4261, (86)13910939617 or kgeng@omm.com.
Very truly yours,
/s/ Ke Geng
Show Raw Text
CORRESP
1
filename1.htm
May 29, 2024
RE: Chenghe Acquisition II Co.
Draft Registration Statement on Form S-1
Publicly Filed on May 13, 2024
CIK No. 0002016420
Dear Ladies and Gentlemen:
On behalf of our client, Chenghe Acquisition
II Co., a company incorporated under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated May 28, 2024 on the Company’s Registration Statement on Form S-1 filed May 13, 2024.
Concurrently with the submission of this
letter, the Company is publicly filing its revised registration statement on Form S-1 (the “Registration Statement”) via EDGAR
to the Commission for review. The changes reflected in the Registration Statement include those made in response to the comments of the
Staff set forth in the Staff’s letter of May 28, 2024.
The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where
the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Registration Statement.
Registration Statement on Form S-1 filed
May 13, 2024
Summary, page 1
1. We note your revisions in response to prior comment 2. Please provide each of these summary material risks as separate bulleted risk factors together with specific cross references with page numbers to the more detailed discussion of such risks in the risk factors section.
In response to the Staff’s comment, the Company has revised the disclosure on page 34 and 35 of the Registration Statement.
2. We note your changes in response to prior comments 3 and 4. Please include this disclosure in the summary section of the prospectus as requested.
In response to the Staff’s comment, the Company has revised the disclosure on page 35 and 36 of the Registration Statement.
Austin ● Century City ● Dallas ●
Houston ● Los Angeles ● Newport Beach ● New York ● San Francisco ● Silicon Valley ● Washington, DC
Beijing ● Brussels ● Hong Kong ●
London ● Seoul ● Shanghai ● Singapore ● Tokyo
Risk Factors
isks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
If our initial business combination
involves a company..., page 39
3. We note your revisions to this risk factor. Please add back the disclosure that was deleted which stated, “The imposition of the excise tax as a result of redemptions in connection with the initial business combination could . . . cause the other shareholders of the combined company to economically bear the impact of such excise tax.”
In response to the Staff’s comment, the Company has revised the disclosure on page 40 of the Registration Statement.
Exhibits
4. We note that you have included an assumption on page 2 of Exhibit 5.2 that “neither the execution and delivery by the Company of the Units, the Warrants or the Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units: . . . (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject . . . .” Please revise this assumption so it does not exclude agreements to which the company is a party which are governed by the laws of New York and which have been filed as exhibits.
In response to the Staff’s comment, O’Melveny & Myers LLP has revised its legal opinion. The revised legal opinion of O’Melveny & Myers LLP is filed as Exhibit 5.2 to the Registration Statement.
If you have any questions regarding the Registration
Statement, please contact the undersigned Mr. Ke Geng of this office at 86(10)6563 4261, (86)13910939617 or kgeng@omm.com.
Very truly yours,
/s/ Ke Geng
Ke Geng
Enclosures
cc:
Shibin Wang, Director, Chairman of the Board of the Company
Anna Zhou, Director, Chief Executive Officer, Chairman of the Board of the Company
Lyle Wang, Chief Financial Officer of the Company
Ke Geng, Esq., Partner, O’Melveny & Myers LLP
Stuart Neuhauser, Esq., Partner, Ellenoff Grossman & Schole LLP