SecProbe.io

October 25, 2024
Hua Chen
Chief Executive Officer
Polibeli Group Ltd
Polibeli, Lt 49th Sahid Sudirman Centre
Jl. Jenderal Sudirman No. Kav. 13-15 Lt 49
RT.10/RW.11, Karet Tengsin, Kecamatan Tanah Abang
Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta
Republic of Indonesia
Yixuan Yuan
Chief Executive Officer
Chenghe Acquisition II Co.
38 Beach Road #29-11
South Beach Tower
Singapore
Re:Polibeli Group Ltd
Chenghe Acquisition II Co.
Draft Registration Statement on Form F-4
Submitted September 26, 2024
CIK No. 0002035697
Dear Hua Chen and Yixuan Yuan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.

October 25, 2024
Page 2
Draft Registration Statement on Form F-4 submitted September 26, 2024
Cover Page
1.We note your disclosure, "[p]ursuant to the A&R Company Listing Articles, the
Company Class B Ordinary Shares will be entitled to ten (10) votes per share
compared to one (1) vote per share of the Company Class A Ordinary Shares. As a
result, it is expected that the Company Shareholder will hold over 50% of the
outstanding voting power of the Company immediately following the closing of the
Business Combination and the Company will be a “controlled company” under the
rules of the NYSE." Revise to specify the number of shares and the percentage of
voting control held by the Company Shareholder after the closing of the Business
Combination. Specifically state that the disparate voting rights structure gives your
Company Shareholder the ability to control matters requiring shareholder approval,
including the election of directors, amendment of organizational documents, and
approval of major corporate transactions, such as a change in control, merger,
consolidation, or sale of assets. Also, where you discuss the exemptions from certain
corporate governance standards available to foreign private issuers listed on an
exchange, also disclose whether you intend to rely on the exemptions from certain
corporate governance standards available to controlled companies.
2.Refrain from referring to the "Company's existing shareholders" when it appears that
the Company has one shareholder, the Company Shareholder, and revise to state as
much for clarity.
3.Where you disclose that the Chenghe Board has approved the Business Combination
Proposals, state that the the Chenghe Board received a fairness opinion,
which concluded that the consideration to be issued or paid to the Chenghe
Shareholders in the Business Combination is fair from a financial point of view to
Chenghe and the Chenghe Shareholders, other than the Sponsor and any of its
affiliates. Refer to Item 1604(a)(1) of Regulation S-K.
4.We note your disclosure of compensation to be received by the sponsor. Your
disclosure cross references to additional disclosure, "[s]ee SPAC Shareholder
Proposal No. 1 — The Business Combination Proposal — Compensation Received by
the Sponsor." However, there is no disclosure located under this header in your
prospectus. Please revise or advise. Also, revise this disclosure to provide the price
paid for the shares currently held and the price to be paid for the securities issued in
connection with the de-SPAC transaction. State whether this compensation and
securities issuance may result in a material dilution of the equity interests of non-
redeeming shareholders who hold the securities until the consummation of the de-
SPAC transaction. Refer to Item 1604(a)(3) of Regulation S-K.
Questions and Answers about the Business Combination..., page xvii
5.Please revise to add a question and answer to address the federal income tax
consequences of the de-SPAC transaction to the Company, Chenghi, and the
respective security holders. In this regard, we note the existing Q&As and tax
discussion are focused on certain security holders. Revise the prospectus accordingly.
Refer to Item 1605(b)(6) of Regulation S-K.

October 25, 2024
Page 3
Summary of Registration Statement/Proxy Statement, page 1
6.We note that you have titled amounts here, on pages xv, xxiii and in the forepart of
the registration statement as “pro forma.” Please tell us if the measures are presented
based on the guidance in Article 11 of Regulation S- X. If not, please revise your
presentation to more clearly state what the amounts represent and eliminate the use of
the description as "pro forma."
7.Consider moving the information you have provided under "Summary Term Sheet" to
this section of your prospectus, so that readers can locate all of the information
required by Item 1604(b) of Regulation S-K in one place.
Sources and Uses of Funds for the Business Combination, page 3
8.Elaborate upon your statement that the Company would have "approximately $367.65
million worth of ordinary shares" to explain how you have arrived at this
amount. Also, elaborate upon the purpose of and method of effectuating the
Recapitalization, by explaining how each Company Ordinary Share will be
repurchased and provide an example of how such repurchase will take place using a
hypothetical Recapitalization Factor.
9.We note your indication that "to finance the Business Combination, the Company may
also enter into Subscription Agreements or other purchase agreements with "PIPE"
investors for the purchase of Company Ordinary Shares at the time of the Business
Combination." Where you provide this disclosure, clarify the total consideration
agreed to by the parties in connection with the Business Combination, with a view to
understanding whether additional financing is necessary to close the transaction.
Revise to disclose the anticipated liquidity position of the combined company
following the business combination, including the amount of cash it expects to have
following potential shareholder redemptions and the payment of expenses related to
the de-SPAC transaction. Refer to Item 1605(c) of Regulation S-K.
Compensation Received by the Sponsor, page 11
10.Revise this disclosure to comply with Item 1604(b)(4) of Regulation S-K by providing
this information in tabular form, expanding it to provide information as to affiliates of
the sponsor, quantifying Ordinary Shares currently held, discussing price(s) paid for
the Ordinary Shares currently held and to be issued, and the extent to which such
compensation and securities issuance has resulted or may result in a material dilution
of the equity interests of non-redeeming shareholders of the special purpose
acquisition company.
Reasons for the Approval of the Business Combination and Recommendations, page 13
11.Please revise your disclosure to state, as you do elsewhere, that it is ER Shares’
opinion that the transaction was fair from a financial point of view to Chenghe and the
Chenghe shareholders (other than Sponsor or any of its affiliates) of the consideration
to be issued or paid by the Company pursuant to the Business Combination. Also,
revise to clarify that the Chenghe Board, if true, considered the ER Shares' opinion in
arriving at it's recommendation. Refer to Item 1604(b)(2) of Regulation S-K.

October 25, 2024
Page 4
Uncertainties relating to the growth and profitability of the evolving and dynamic supply
chain services industry..., page 20
12.For context, enhance your risk factor disclosure and your disclosure on page 162 to
explain when you launched the Polibeli Platform in Japan, considering you highlight
this region as the other region in which you "mainly" conduct your business and for
which your revenues are much greater.
An active trading market for Company Ordinary Shares may not develop..., page 54
13.Elaborate upon your risk factor and related disclosure throughout the prospectus to
discuss the specific challenges associated with your continued listing, including the
fact that the Company has a sole shareholder and a significant number of shares
subject to a lock-up arrangement making it less likely that the combined company will
satisfy listing standards.
Background of the Business Combination, page 72
14.Please revise to more clearly identify each person in attendance at each meeting. As
examples only, identify the "representatives of SPAC and the Company, as well as
representatives of their advisors" that met on June 25, 2024. Another example,
identify the individuals who attended the June 26, 2024 teleconference meeting by the
"SPAC, ER Shares and the Company."
Pro Forma Capitalization, page 72
15.Explain how the parties arrived at a $3,600,000,000 pre-money equity valuation,
which you also refer to as the "pro forma equity valuation" and the "Base Equity
Value" and "enterprise value," of the Post-Closing Company and whether any other
values were discussed before arriving at this amount and if not, why not.  If this
amount is intended to represent the overall value of the combined company, explain
what additional consideration beyond the cash contained in the trust account is
contemplated to effectuate the transaction.
Description of discovery and negotiation process with potential targets by SPAC, page 73
16.Elaborate upon the twenty potential targets identified by the SPAC and the six
potential targets in which the SPAC entered into NDAs.  Explain when the SPAC
determined not to continue to pursue negotiations or discussions with such targets and
the criteria you state that the Company met and exceeded that caused the SPAC to
cease discussions with other parties.  In this regard, the timeframe between when the
SPAC IPO closed on June 14, 2024 to when the parties executed an NDA and Letter
of Intent on June 19, 2024 was a very brief amount of time. Acknowledge this
fact and explain how the Chenghe Board was able to move quickly to identify and
focus on the Company and why they opted not to take more time to consider alternate
candidates.
17.Elaborate upon the extensive investment experience of SPAC's other affiliates with a
view to explaining SPAC management's ability to identify potential targets. Highlight
the status and performance of all other SPAC affiliates, including status of
acquisitions and rates of redemption.

October 25, 2024
Page 5
Description of the proposed busines combination with Polibeli, page 74
18.You state that on July 29, 2024, the Company sent the forecasts to SPAC and ER
Shares, including estimates for revenues for calendar years 2024 to 2026. Clarify
whether the forecast mentioned here is the same information presented under "Certain
Prospective Operational and Financial Information" and, if not, explain how it
differed.
SPAC Board's Reasons for the Approval of the Business Combination and
Recommendations, page 76
19.Please revise your disclosure to describe the effects of the de-SPAC transaction on the
special purpose acquisition company and its affiliates, the SPAC sponsor and its
affiliates, the target company and its affiliates, and unaffiliated security holders of the
special purpose acquisition company. The description must include a reasonably
detailed discussion of both the benefits and detriments of the de-SPAC to the special
purpose acquisition company and its affiliates, the SPAC sponsor and its affiliates, the
target company and its affiliates, and unaffiliated security holders of the special
purpose acquisition company. The benefits and detriments of the de-SPAC transaction
and any related financing transaction must be quantified to the extent practicable.
Refer to Item 1605(c) of Regulation S-K.
20.You indicate that the SPAC Board considered the results of management's due
diligence, which included benchmarking versus comparable companies on historical
financial and operational performance. Your disclosure under "Summary of Financial
and Valuation Analyses of the Company" also seems to suggest that SPAC
management prepared "financial and valuation analyses" separate and apart from
those prepared by ER Shares or in support of the opinion that ER Shares
rendered. Revise to elaborate upon the analyses prepared by SPAC management and
considered by the SPAC Board.
21.You state that the SPAC Board reviewed the results of management’s due diligence,
which included discussions with external advisors and review reports related to legal
diligence prepared by external advisors. Clarify the external advisors consulted and
elaborate upon the results of the reports and diligence prepared by such advisors.
22.You state throughout your prospectus that the SPAC Board obtained a fairness
opinion as to whether the consideration to be issued or paid to the SPAC Shareholders
in the Business Combination is fair to the SPAC and the unaffiliated SPAC Public
Shareholders, however, do you do not indicate whether or not the fairness opinion was
considered by the Board or state whether it was a factor in support of the Board's
recommendation. Revise to clarify, consistent with Item 1606(b) of Regulation S-K.
23.You state that the shareholder vote constitutes a risk and uncertainty considered by the
SPAC. State whether or not the transaction is structured so that approval of at least a
majority of unaffiliated security holders of the special purpose acquisition company is
required. Refer to Item 1606(c) of Regulation S-K.

October 25, 2024
Page 6
24.State whether or not a majority of the directors (or members of similar governing
body) who are not employees of the special purpose acquisition company has retained
an unaffiliated representative to act solely on behalf of unaffiliated security holders
for purposes of negotiating the terms of the de-SPAC transaction and/or preparing a
report concerning the approval of the de-SPAC transaction. Refer to Item 1606(d) of
Regulation S-K.

Opinion of EntrepreneurShares LLC, page 80
25.Please augment your disclosure to briefly describe the qualifications
of EntrepreneurShares LLC. Describe the method of selection of EntrepreneurShares
LLC. In addition, please describe any material relationship that existed during the past
two years or is mutually understood to be contemplated and any compensation
received or to be received as a result of the relationship with you, the Sponsor and/or
their respective affiliates. See Item 1607(b) 0f Regulation S-K.
26.Revise to disclose the "Projections" reviewed by ER Shares.  If they differ from the
"Financial Projections" provided to Chenghe and disclosed under "Certain Prospective
Operational and Financial Information," disclose and explain the differences. In this
regard, it appears that they differ significantly given your disclosure that the Guideline
Publicly Traded Companies Analysis conducted by ER Shares Company’s relies upon
"FY2026 Organic Revenue forecasts" provided by the Company that result in an
"implied valuation range of $4.0 billion to $5.6 billion."
27.For each analysis, revise to explain how the low and high multiples were calculated
and/or selected, and include the underlying data for each company included in the data
set. Refer to Item 1607(b)(6) of Regulation S-K.
Certain Prospective Operational and Financial Information, page 86
28.Disclose whether or not the Company has affirmed to Chenghe that its projections
reflect the view of Company's management or board of directors (or similar governing
body) about its future performance as of the most recent practicable date prior to the
date of the proxy statement/prospectus. If the projections no longer reflect the views
of the Company's management or board of directors (or similar governing body)
regarding its future performance as of the most recent practicable date prior to