SecProbe.io

December 13, 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted November 13, 2024
CIK No. 0002035697
Dear Hua Chen and Yixuan Yuan:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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. Unless we note otherwise, any references to prior comments are to comments in
our October 25, 2024 letter.

December 13, 2024
Page 2
Draft Registration Statement on Form F-4 submitted November 13, 2024
Potential Sources of Dilution, page 11
1.Please tell us how you determined the reasonably likely range of redemption
outcomes and your consideration of disclosing an additional potential outcome in your
range of potential redemptions. Refer to Item 1604(c) of Regulation S-K.
2.We noted your revised disclosure in response to prior comment 43.  Please revise to
show, in this table on a line-by-line basis at each redemption scenario:

• the net tangible book value as of the most recent balance sheet date that you are
using as the starting point for your calculation of adjusted net tangible book value;

• each adjustment to such figure that you are making to arrive at adjusted net tangible
book value;

• each adjustment to the number of shares used as the denominator when calculating
adjusted net tangible book value per share. Each redemption level should only show a
single adjusted net tangible book value per share, calculated as if the selected
redemption level has occurred and to give effect to material probable or consummated
transactions and other material effects of the deSPAC transaction, while excluding the
de-SPAC transaction itself.
3.Please tell us and disclose why it is appropriate to present the issuances of shares for
the private warrants as sources of dilution in your calculation of net tangible book
value per share. Additionally, please enhance your disclosure outside the table to
describe each material potential source of future dilution that does not rise to the level
of a “material probable or consummated transaction” and thus is not included in the
dilution table. Refer of Item 1604(c) of Regulation S-K.
An active trading market for Company Ordinary Shares may not develop..., page 54
4.We note your response and revised risk factor in response to comment 13. However,
we could not find where you revised your related disclosures 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. Please revise or advise accordingly.
Pro Forma Capitalization, page 73
We note your response to comment 15.  Revise to include your response in the
prospectus or if you believe you have included it, please direct us to the disclosure.
Specifically, revise to state that the pre-money enterprise value was arrived at through
a "comprehensive analysis of projected revenues and relevant market benchmarks,
based on the Enterprise Value-to-Revenue (EV/Revenue) multiple by referencing to
the EV/Revenue multiple of public comparable, including PDD Holdings and Shopify
Inc., as well as the estimated revenues of the Company in the upcoming years."
Revise to disclose the underlying analysis in support of this valuation. If the financial 5.

December 13, 2024
Page 3
information included under "Certain Prospective Operational and Financial
Information" was relied upon in this analysis, explain how it translates into the
disclosed pre-money enterprise value.
SPAC Board's Reasons for the Approval of the Business Combination and
Recommendations, page 79
6.We note your response to comment 23. You state that you have provided revisions on
pages xii, 81, 99 and 211, however, it appears that you provided the revision solely on
page 81. Please revise your disclosure to provided the revisions on the pages in
accordance with your response. In addition, in your future written responses please
ensure that the page numbers referred to in your written response correspond to the
pages where the revisions have been made in your filing.
Opinion of EntrepreneurShares LLC, page 80
7.We note your revised disclosure in response to comment 26. Please augment your
disclosure to explain why the implied valuation of $4.0 billion to $5.6 billion was
discounted using a period factor of 2.40 and discount rate of 20%. Also define the
term WACC.
Polibeli Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 190
8.We note you discuss an increase in other revenue for the six months ended June 30,
2024 compared to June 30, 2023 when it appears the revenue has decreased.  In
addition, your discussion of year over year changes in other revenue on page 192 does
not agree with amounts stated in the table of revenues at the top of page 192.  Please
clarify or revise.
Balance Sheet, page F-3
9.We have reviewed your response to comment 37 noting you have revised your
disclosure. It appears the disclosure of 1,000,000 issued and outstanding ordinary
shares in your balance sheet is inconsistent with your disclosure of 500,000,000 issued
and outstanding ordinary shares in the statements of changes in shareholders'
deficit. Please clarify or revise.
(y) Segment reporting, page F-18
10.We have reviewed your response to comment 40 noting you have concluded that the
entity-wide products-related disclosures under ASC 250-10-50-40 are not necessary
since the products provided are essentially similar. Please tell us how you considered
the economic characteristics of each of the products you offer when determining if
they are similar as it appears from your disclosure in Management's Discussion and
Analysis of Financial Condition and Results of Operations that certain products such
as electronic products, household appliances and toys may have different gross
margins.

December 13, 2024
Page 4
Signatures, page II-5
11.We note your response to comment 41 but we cannot locate your revisions to page II-
5. Please revise to ensure that your principal accounting officer or controller also signs
the registration statement, consistent with Form F-4.
            Please contact Tony Watson at 202-551-3318 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services