SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 September 30, 2025

Hua Chen
Chief Executive Officer
Polibeli Group Ltd
Landmark Pluit Tower D 5th & 6th Floor
Jl. Pluit Selatan Raya, Pluit, Penjaringan
Kota Jakarta Utara, Daerah Khusus Ibukota Jakarta 14450
Republic of Indonesia

 Re: Polibeli Group Ltd
 Registration Statement on Form F-1
 Filed September 25, 2025
 File No. 333-290504
Dear Hua Chen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Stephanie Tang
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September 30, 2025

 VIA EDGAR

 Ms. Alyssa Wall

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Polibeli Group Ltd (CIK No. 0002035697)

 Registration Statement on Form F-1 (File No. 333-290504)

 Dear Ms. Alyssa Wall,

 Pursuant to Rule 461 of
Regulation C ("Rule 461") under the Securities Act of 1933, as amended, the Company hereby respectfully requests that
the effective date of the Company's Registration Statement on Form F-1 (File No. 333-290504) be accelerated by the Securities
and Exchange Commission to 5:30 p.m. Eastern time on September 30, 2025 or as soon as practicable thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Hogan Lovells.

 [Signature page follows]

 Polibeli Group Ltd

 By:
 /s/ Fucheng Yan

 Name:
 Fucheng Yan

 Title:
 Chairman

 CC:
 Hua
Chen, Chief Executive Officer, Polibeli Group Ltd

 Stephanie Tang, Partner, Hogan Lovells

 [Signature Page to Acceleration
Request]

CORRESP
 1
 filename1.htm

 April 29, 2025

 VIA EDGAR

 Mr. Scott Anderegg

 Ms. Mara Ransom

 Mr. Tony Watson

 Ms. Angela Lumley

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Polibeli Group Ltd (the "Company")

 Post-effective Amendment No.1 to Registration Statement on Form F-4

 File No. 333-285821

 Dear Mr. Anderegg, Ms. Ransom, Mr. Watson and
Ms. Lumley,

 Pursuant to Rule 461 of
Regulation C ("Rule 461") under the Securities Act of 1933, as amended, the Company hereby respectfully requests that
the effective date of the Company's Post-effective Amendment No.1 to the Registration Statement on Form F-4 (File No. 333-285821)
be accelerated by the Securities and Exchange Commission to 9:30 a.m. Eastern time on May 1, 2025 or as soon as practicable thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Hogan Lovells.

 [Signature page follows]

 Polibeli Group Ltd

 By:
 /s/ Fucheng Yan

 Name:
 Fucheng Yan

 Title:
 Chairman

 CC: Hua Chen, Chief Executive Officer and Interim Principal Financial
Officer, Polibeli Group Ltd

 Shibin Wang, Chief Executive
Officer and Director, Chenghe Acquisition II Co.

 Stephanie Tang, Partner, Hogan
Lovells

 William Burns, Partner, Paul
Hastings LLP

 Rong Liu, Senior Partner,
Marcum Asia CPAs LLP

 Jerome Ooi, Partner and Co-Founder,
Enrome LLP

CORRESP
 1
 filename1.htm

 March 28, 2025

 VIA EDGAR

 Mr. Scott Anderegg

 Ms. Mara Ransom

 Mr. Tony Watson

 Ms. Angela Lumley

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Polibeli Group Ltd (the "Company")

 Registration Statement on Form F-4

 File No. 333-285821

 Dear Mr. Anderegg, Ms. Ransom, Mr. Watson and
Ms. Lumley,

 Pursuant to Rule 461 of
Regulation C ("Rule 461") under the Securities Act of 1933, as amended, the Company hereby respectfully requests that
the effective date of the Company's Registration Statement on Form F-4 (File No. 333-285821) be accelerated by the Securities
and Exchange Commission to 4:00 p.m. Eastern time on March 31, 2025 or as soon as practicable thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Hogan Lovells.

 [Signature page follows]

 Polibeli Group Ltd

 By:
 /s/ Fucheng Yan

 Name:
 Fucheng Yan

 Title:
 Chairman

 CC: Hua Chen, Chief Executive Officer and Principal Financial Officer,
Polibeli Group Ltd

 Shibin Wang, Chief Executive
Officer and Director, Chenghe Acquisition II Co.

 Stephanie Tang, Partner, Hogan
Lovells

 William Burns, Partner, Paul
Hastings LLP

 Rong Liu, Senior Partner,
Marcum Asia CPAs LLP

 Jerome Ooi, Partner and Co-Founder,
Enrome LLP

CORRESP
 1
 filename1.htm

 Hogan Lovells

 11th Floor, One Pacific Place

 88 Queensway

 Hong Kong

 霍金路偉律師行 霍金路偉律師行

 香港金鐘道88號

 太古廣場一座11樓

 T 電話 +852 2219 0888

 F 傳真 +852 2219 0222

 DX No 009021 Central

 www.hoganlovells.com

 March 28, 2025

 VIA EDGAR

 Mr. Tony Watson

 Ms. Angela Lumley

 Mr. Scott Anderegg

 Ms. Mara Ransom

 Division of Corporation
Finance

 Office of Trade &
Services

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Polibeli Group Ltd (CIK No. 0002035697)

 Response to the Staff's Comment on the Registration Statement on Form F-4

 Submitted on March 14, 2025

 Dear Mr. Watson, Ms. Lumley, Mr. Anderegg
 and Ms. Ransom,

 On behalf of our client, Polibeli
Group Ltd, a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the response to the comment
contained in the Staff's letter dated March 27, 2025 on the Company's registration statement on Form F-4 submitted on March
14, 2025 (the " Registration Statement ").

 Concurrently with the submission
of this letter, the Company is submitting Amendment No. 1 to its registration statement on Form F-4 (the " Amended Registration
Statement ") and certain exhibits via EDGAR with the Commission.

 The Staff's comment
is repeated below in bold and are followed by the Company's response. We have included page references in the Amended 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 Amended Registration Statement.

 We represent the Company.
To the extent any response relates to information concerning Chenghe Acquisition II Co., and such other persons involved in the proposed
business combination as set forth in the Amended Registration Statement, such response is included in this letter based on information
provided to the Company and us by such other persons or their respective representatives.

 Registration Statement on Form F-4 filed March
14, 2025

 Cover Page

 1.
We note your revision to the Resale Prospectus cover page to now state that the shares will be sold at US$10.00 per Company Class A Ordinary
Share. Please revise to state that it will sell at this price for the duration of the offering.

 In response to the Staff's comment,
the Company has revised the disclosure on the cover page and page Alt-3 of the resale prospectus contained in the Amended Registration
Statement.

 Hogan
Lovells is an affiliated business of Hogan Lovells International LLP, a limited liability partnership registered in England and Wales.

 Hogan
Lovells is part of an international legal practice that includes Hogan Lovells International LLP, Hogan Lovells US LLP and their
affiliated businesses, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Colorado Springs
Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh
Rome San Francisco Sao Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices:
Budapest Jakarta Shanghai FTZ. Business Services Centers: Johannesburg Louisville.

 The
word "partner" is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any
of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners,
but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more information about
Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

 Hogan
Lovells is a member of the Pacific Rim Advisory Council with member offices in: Argentina Australia Brazil Canada Chile China (Mainland)
Colombia France Hong Kong India Indonesia Japan Korea Malaysia Mexico Netherlands New Zealand Peru Philippines Singapore Taiwan
Thailand USA Venezuela.
 Partners

 M
Lin

 O
Chan

 D
Y C So

 C
J Dobby

 N
W O Tang

 E
I Low*

 J
P Kwan

 S
K S Li

 L
H S Leung

 A
J McGinty

 J
E M Leitch

 B
A Phillips

 T
Liu

 J
Cheng

 M
Wong

 M
Sit

 Z
Dong

 Counsel

 A
D E Cobden

 J
S F Yim

 J
Leung

 D
Lau

 S
Suen

 P
J Kaur

 Foreign Legal Consultants

 S
Tang

 (New
York, USA)

 B
Kostrzewa

 (District
of Columbia, USA)

 S
Jiang

 (New
York, USA)

 *Notary
Public

 Polibeli Group Ltd. Consolidated Financial
Statements, page F-3

 2.
 Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not required. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.

 In response to the Staff's comment, the Company has filed Exhibit 99.5 to the Amended Registration Statement.

 Chenghe Acquisition II Co. Financial Statements,
page F-64

 3.
 Please update your financial statements to comply with Rule 8-08 of Regulation S-X.

 The Staff's comment is hereby
acknowledged and the relevant disclosure in the Amended Registration Statement has been revised accordingly.

 Should
you have any questions about the response contained herein, please contact me by telephone at (852) 2840 5026 (office) or via email at
stephanie.tang@hoganlovells.com.

 Sincerely yours,

 /s/ Stephanie Tang

 Stephanie Tang

 CC:
 Fucheng Yan, Chairman, Polibeli Group Ltd

 Hua Chen, Chief Executive
Officer and Principal Financial Officer, Polibeli Group Ltd

 Shibin Wang, Chief Executive Officer
and Director, Chenghe Acquisition II Co.

 William Burns, Partner, Paul
Hastings LLP

 Rong Liu, Senior Partner,
Marcum Asia CPAs LLP

 Jerome Ooi, Partner and Co-Founder,
Enrome LLP

 Page 2 of 2

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<TEXT>
 March 27, 2025

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.
 Registration Statement on Form F-4
 Filed March 14, 2025
 File No. 333-285821
Dear Hua Chen and Yixuan Yuan:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.
 March 27, 2025
Page 2
Registration Statement on Form F-4 filed March 14, 2025
Cover Page

1. We note your revision to the Resale Prospectus cover page to now state
that the shares
 will be sold at US$10.00 per Company Class A Ordinary Share. Please
revise to state
 that it will sell at this price for the duration of the offering.
Polibeli Group Ltd. Consolidated Financial Statements, page F-3

2. Please update your financial statements, or file as an exhibit to the
filing the
 necessary representations as to why such update is not required. Refer
to Item 8.A.4
 of Form 20-F and Instruction 2 thereto.
Chenghe Acquisition II Co. Financial Statements, page F-64

3. Please update your financial statements to comply with Rule 8-08 of
Regulation S-X.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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
cc: Chris Centrich
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Hogan Lovells

 11th Floor, One Pacific Place

 88 Queensway

 Hong Kong

 霍金路偉律師行
 霍金路偉律師行

 香港金鐘道 88 號

 太古廣場一座 11 樓

 T 電話 +852 2219 0888

 F 傳真 +852 2219 0222

 DX No 009021 Central

 www.hoganlovells.com

 March 14, 2025

 VIA EDGAR

 Mr. Scott Anderegg

 Ms. Mara Ransom

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Polibeli Group Ltd (CIK No. 0002035697)

 Response to the Staff's Comment on the Draft Registration Statement on Form F-4

 Confidentially Submitted on February 3, 2025

 Dear Mr. Anderegg and Ms. Ransom,

 On behalf of our client, Polibeli
Group Ltd, a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the response to the comment
contained in the Staff's letter dated February 20, 2025 on the Company's draft registration statement on Form F-4 confidentially
submitted on February 3, 2025 (the " Draft Registration Statement ").

 Concurrently with the submission
of this letter, the Company is submitting its registration statement on Form F-4 (the " Registration Statement ") and
certain exhibits via EDGAR with the Commission.

 The Staff's comment is
repeated below in bold and are followed by the Company's response. 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.

 We represent the Company.
To the extent any response relates to information concerning Chenghe Acquisition II Co., and such other persons involved in the proposed
business combination as set forth in the Registration Statement, such response is included in this letter based on information provided
to the Company and us by such other persons or their respective representatives.

 Amendment No. 4 to Draft Registration Statement
on Form F-4

 Cover Page

 1.
 Revise your Resale Prospectus to disclose at what price the Company Shareholder intends to sell the shares registered consistent with Item 501(b)(3) of Regulation S-K. In this regard, given your disclosure that the Company Shareholder is deemed to be an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act, this offering appears to be primary offering that is ineligible to be conducted "at-the-market" pursuant to Rule 415(a)(4) and the shares must be sold at a fixed price for the duration of the offering.

 In response to the Staff's comment,
the Company has revised the disclosure on the cover page and page Alt-3 of the resale prospectus contained in the Registration Statement.

 Should
you have any questions about the response contained herein, please contact me by telephone at (852) 2840 5026 (office) or via email at stephanie.tang@hoganlovells.com .

 Sincerely yours,

 /s/ Stephanie Tang

 Stephanie Tang

 CC:
 Fucheng Yan, Chairman, Polibeli Group Ltd

 Hua Chen, Chief Executive
Officer and Principal Financial Officer, Polibeli Group Ltd

 Shibin Wang, Chief Executive Officer
and Director, Chenghe Acquisition II Co.

 William Burns, Partner, Paul
Hastings LLP

 Rong Liu, Senior Partner,
Marcum Asia CPAs LLP

 Jerome Ooi, Partner and Co-Founder,
Enrome LLP

February 20, 2025
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. 4 to Draft Registration Statement on Form F-4
Submitted February 3, 2025
CIK No. 0002035697
Dear Hua Chen and Yixuan Yuan:
            We have reviewed your amended draft registration statement and have the following
comment.
            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.

February 20, 2025
Page 2
Amendment No. 4 to Draft Registration Statement on Form F-4
Cover Page
1.Revise your Resale Prospectus to disclose at what price the Company Shareholder
intends to sell the shares registered consistent with Item 501(b)(3) of Regulation S-K.
In this regard, given your disclosure that the Company Shareholder is deemed to be an
“underwriter” within the meaning of Section 2(a)(11) of the Securities Act, this
offering appears to be primary offering that is ineligible to be conducted "at-the-
market" pursuant to Rule 415(a)(4) and the shares must be sold at a fixed price for the
duration of the offering.
            Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Chris Centrich

January 17, 2025
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. 2 to Draft Registration Statement on Form F-4
Submitted December 27, 2024
CIK No. 0002035697
Dear Hua Chen and Yixuan Yuan:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our December 13, 2024 letter.

January 17, 2025
Page 2
Draft Registration Statement on Form F-4 submitted December 27, 2024
Potential Sources of Dilution, page 11
1.We noted your revised disclosure in response to prior comment 2. Please revise to
show in tabular form: (a) net tangible book value per share, as adjusted, (b) SPAC
offering price and (c) dilution per share for each of the redemption levels presented.
Refer to Item 1604(c) of Regulation S-K.
Pro Forma Capitalization, page 74
2.We note your response and revisions to prior comment 4. Revise to elaborate upon
how you arrived at the EV/Revenue multiple amount of 4.23x.
General
3.In light of the fact that your controlling shareholder has significant operations in and
is owned by shareholders with ties to the PRC, revise to provide risk factor disclosure
acknowledging the material risks related to any future intervention or control by the
PRC in your operations, which could cause the value of your securities to significantly
decline or be worthless.
            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

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

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