Form 425 - Prospectuses and communications, business combinations

 

 

 

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): September 10, 2024

 

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: ([phone]

 

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 1.01 Entry Into a Material Definitive Agreement.

 

As previously announced on December 22, 2023, Chenghe Acquisition I Co., a Cayman Islands exempted company limited by shares (“Chenghe”), entered into a Business Combination Agreement (the “Business Combination Agreement”), with FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology Co., Ltd., a company limited by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819 (the “Company,” and together with CayCo and Merger Sub, the “Company Parties”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

 

On September 10, 2024, Chenghe and the Company Parties entered into the First Amendment to Business Combination Agreement (the “First BCA Amendment”), pursuant to which the Agreement End Date of the Business Combination Agreement is extended from October 26, 2024 to January 26, 2025 (or such later time mutually agreed upon by the Company and Chenghe). All other terms of the Business Combination Agreement, which was previously filed by Chenghe as Exhibit 2.1 to Chenghe’s Current Report on Form 8-K on December 22, 2023, remain unchanged.

 

The foregoing summary description of the First BCA Amendment is subject to and qualified in its entirety by reference to the First BCA Amendment, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

 

Additional Information and Where to Find It

 

In connection with the proposed Business Combination, CayCo filed a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which includes a proxy statement to Chenghe shareholders and a prospectus for the registration of CayCo securities. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all Chenghe shareholders as of the record date to be established for voting on the proposed Business Combination and will contain important information about the proposed Business Combination and related matters. Shareholders of Chenghe and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Chenghe, the Company and CayCo and the proposed Business Combination. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Chenghe, the Company and CayCo will also file other documents regarding the proposed Business Combination with the SEC. This current report does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination.

 

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF CHENGHE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

 

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 Chenghe and CayCo through the website maintained by the SEC at www.sec.gov. The documents filed by Chenghe and CayCo 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.

 

 

 

 

Participants in the Solicitation

 

This current report is not a solicitation of a proxy from any investor or securityholder. Chenghe, the Company, CayCo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Chenghe’s shareholders in connection with the proposed business combination. A list of the names of the directors, executive officers, other members of management and employees of Chenghe and the Company, as well as information regarding their interests in the business combination, is contained in the Registration Statement filed with the SEC by CayCo. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.

 

No Offer or Solicitation

 

This current report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall 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.

 

Caution About Forward-Looking Statements

 

This current report contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements and are based on beliefs and assumptions and on information currently available to Chenghe, the Company and CayCo. No representations or warranties, express or implied are given in, or in respect of, this press release. These forward-looking statements are based on Chenghe’s, the Company’s and CayCo’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, but the absence of these words does not mean that a statement is not forward-looking.

 

These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the effect of the announcement or pendency of the proposed Business Combination on the Company’s business relationships, operating results, current plans and operations of CayCo and the Company; the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of CayCo to grow and manage growth profitably; the possibility that Chenghe, CayCo and/or the Company may be adversely affected by other economic, business, and/or competitive factors; estimates by Chenghe, CayCo or the Company of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the proposed Business Combination; plans, intentions or future operations of CayCo or the Company relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities; CayCo’s ability to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with the SEC. 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, a prediction or a definitive statement of fact or probability.

 

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Chenghe and CayCo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may be additional risks that neither Chenghe nor the Company and CayCo presently know, or that Chenghe and the Company and/or CayCo currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. Neither Chenghe, the Company nor CayCo undertakes any obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
2.1		First Amendment to Business Combination Agreement, dated as of September 10, 2024, by and among Chenghe Acquisition I Co., FST Corp., FST Merger Ltd., and Femco Steel Technology Co., Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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/ Yixuan Yuan
	Name:	Yixuan Yuan
	Title:	Chief Executive Officer

 

Date: September 10, 2024

 

 

 

 

Exhibit 2.1

 

FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of September 10, 2024, is made and entered into by and among Chenghe Acquisition I Co., a Cayman Islands exempted company (“SPAC”), FST Corp., a Cayman Islands exempted company limited by shares (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Femco Steel Technology Co., Ltd., a company limited by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819 (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

 

RECITALS

 

(A)                       WHEREAS, SPAC, CayCo, Merger Sub and the Company are parties to that certain Business Combination Agreement, dated as of December 22, 2023 (the “Business Combination Agreement”);

 

(B)                       WHEREAS, Section 10.11 of the Business Combination Agreement provides that the Business Combination Agreement may not be modified or amended except by written agreement executed and delivered by the duly authorized officers of each of the respective parties to the Business Combination Agreement; and

 

(C)                       WHEREAS, SPAC, CayCo, Merger Sub and the Company desire to amend the Business Combination Agreement pursuant to Section 10.11 thereof as set forth in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other promises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, SPAC, CayCo, Merger Sub and the Company hereby agree as follows:

 

1.

AMENDMENTS TO THE BUSINESS COMBINATION AGREEMENT.

 

Termination. Effective as of the date of this Amendment, Section 9.1(b) of the Business Combination Agreement is hereby replaced in its entirety with the following:

 

“(b) by the Company or SPAC, if the Closing shall not have occurred by 5:00 p.m. (Hong Kong time) on January 26, 2025 (or such later time mutually agreed upon by the Company and SPAC) (the “Agreement End Date”); provided, that neither the Company nor SPAC may terminate this Agreement pursuant to this Section 9.1(b) if it is in material breach of any of its obligations hereunder and such material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party to consummate the Closing set forth in Article VIII prior to the Agreement End Date, or (ii) the failure of the Closing to have occurred prior to the Agreement End Date;”

 

2.                   NO FURTHER AMENDMENT; EFFECT OF AMENDMENT. This Amendment shall be deemed incorporated into, and form a part of, the Business Combination Agreement and have the same legal validity and effect as the Business Combination Agreement. Except as expressly and specifically amended hereby, the Business Combination Agreement is not otherwise being amended, modified or supplemented and all terms and provisions of the Business Combination Agreement are and shall remain in full force and effect in accordance with its terms, and all references to the Business Combination Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with the Business Combination Agreement shall hereafter refer to the Business Combination Agreement as amended by this Amendment, and as it may hereafter be further amended or restated.

 

 

 

 

3.                   NO WAIVER. Except as specifically set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the parties under the Business Combination Agreement nor shall it constitute a waiver of any provision of the Business Combination Agreement.

 

4.                   COUNTERPARTS. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This Amendment may be executed by electronic transmission, each of which shall be deemed an original.

 

5.                   HEADINGS. The bold-faced headings contained in this Amendment are for convenience of reference only, shall not be deemed to be a part of this Amendment and shall not be referred to in connection with the construction or interpretation of this Amendment.

 

6.                   GOVERNING LAW. This Amendment, and all claims or causes of action based upon, arising out of, or related to this Amendment, shall be governed by, and construed in accordance with, the Laws of the State of New York, without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction.

 

[Signature page follows]

 

2

 

 

IN WITNESS WHEREOF, the parties listed below, by their duly authorized representatives, have executed this Amendment as of the date first written above.

 

	CHENGHE ACQUISITION I CO.
	By:	/s/ Shibin Wang
	Name:	Shibin Wang
	Title:	Director

 

[Signature Page to First Amendment to Business Combination Agreement]

 

 

 

 

IN WITNESS WHEREOF, the parties listed below, by their duly authorized representatives, have executed this Amendment as of the date first written above.

 

	FEMCO STEEL TECHNOLOGY CO., LTD.
	By:	/s/ David Chuang
	Name:	David Chuang
	Title:	Chairman
	FST CORP.
	By:	/s/ David Chuang
	Name:	David Chuang
	Title:	Director
	FST MERGER LTD.
	By:	/s/ David Chuang
	Name:	David Chuang
	Title:	Director

 

[Signature Page to First Amendment to Business Combination Agreement]

 

 

 

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