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): December 15, 2023 (December 15, 2023)

 

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 7.01 Regulation FD Disclosure.

 

On December 15, 2023, Femco Steel Technology Co., Ltd. (“FST”), a company limited by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819 and listed on the Emerging Stock Market of the Taipei Exchange of Taiwan (the “Taipei Exchange”), made a public announcement on the Taipei Exchange of Taiwan in accordance with its reporting obligations, announcing that on December 15, 2023, its board of directors [unanimously] approved a potential business combination transaction (the “Potential Transaction”) between Chenghe Acquisition I Co., a Cayman Islands exempted company (“SPAC”), and FST (the “FST Board Approval”). On the same day, FST held a press conference discussing the FST Board Approval.

 

Attached as Exhibit 99.1 hereto and incorporated by reference herein is the English translation of the public announcement filed by FST on the Taipei Exchange. Attached as Exhibit 99.2 hereto and incorporate by reference herein is the English translation of the transcript of the press conference.  

 

Investors and securityholders of SPAC should be aware that there is no guarantee that any definitive agreement will be entered into in connection with the Potential Transaction or, even if a definitive business combination agreement is signed, the Potential Transaction will be consummated on the terms currently contemplated or at all.

 

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

 

This current report relates to a potential business combination between SPAC and FST. This current report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If a legally binding definitive agreement with respect to the proposed business combination is executed, FST intends to file a Registration Statement on Form F-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SPAC shareholders.

 

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 SPAC and FST through the website maintained by the SEC at www.sec.gov. The documents filed by SPAC and FST 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.

  

Caution About Forward-Looking Statements

 

This current report may contain forward-looking statements within the meaning of section 27A of the Securities Act, and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to SPAC and FST. These forward-looking statements are based on SPAC’s and FST’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. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the anticipated signing of a definitive business combination agreement between the parties and the timing and the terms of such agreement, are also forward-looking statements. 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 or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the control of SPAC and FST, and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” in SPAC’s Annual Report for the year ended December 31, 2022, which was filed with the SEC on April 19, 2023, and in the other documents that SPAC and/or FST have filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither SPAC nor FST presently know or that SPAC and FST currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While SPAC and FST may elect to update these forward-looking statements, SPAC and FST specifically disclaim any obligation to do so, except as required by law.

 

 

 

No Offer or Solicitation

 

This current report does 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		English Translation of the Public Announcement made by Femco Steel Technology Co., Ltd. on the Emerging Stock Market of Taipei Stock Exchange of Taiwan
99.2		English Translation of the Transcript of the Press Conference held by 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/ Zhiyang Zhou
	Name:	Zhiyang Zhou
	Title:	Chief Executive Officer and Chief Financial Officer

 

Date: December 15, 2023

 

 

 

 

Exhibit 99.1

 

The information below is an English translation of the public announcement made by Femco Steel Technology Co., Ltd. on the Market Observation Post System (MOPS), accessible on the MOPS’ website at www.mops.twse.com.tw, which was originally issued in Chinese. Attempts to provide an accurate translation of the transcript in Chinese have been made, but due to linguistic nuances, slight differences may exist.

 

No. of announcement	1	Date of Announcement	112/12/15	Time of Announcement	19:35:53
Announcing Person	Warren Huang	Title	General Manager	Tel:	[phone]
Subject	The Board of Directors has approved the authorization for the Chairman to sign the final agreement with Chenghe Acquisition I Co.
Compliance Provision	No.	8		Date of Occurrence	112/12/15
Description	1.Date of Occurence:112/12/15   2. Counter party: Chenghe Acquisition I Co. (NASDAQ: LATG)   3. Relationship with the Company: None.   4. Effective date of agreement: N/A   5. Main content: the Board of Directors has approved the authorization of the Chairman to sign the final agreement with Chenghe Acquisition I Co. It is planned to have an entity, after the Company’s internal restructuring, to be listed on the NASDAQ following the SPAC model.   6. Restrictive Covenants: as set forth in the agreement   7. Commitments: as set forth in the agreement   8. Other material clauses: as set forth in the agreement   9. Impact to the Company’s financial and business: The signing of the final agreement will have a positive impact on the Company's brand growing and global development.   10. Purpose: after execution of the final agreement by the parties, it is planned to have an entity, after the Company’s internal restructuring, to be listed on the NASDAQ.   11. Other matters:   (1)       Following the Company’s business strategy, in order to enhance the operating efficiency of the Company and in consideration of the Company’s long-term global development, to have an entity, after the Company’s internal restructuring, to be listed on the NASDAQ following the SPAC model. This may contain investment risks, and investors should be cautiously before any investment. Relevant information will be announced if required by regulations. Investors can also refer to the Company’s webpage (https://fstshafts.com.tw).   (2)       The effective date of the agreement will be announced later after execution by both parties.

 

 

 

 

The paragraphs below were not a part of , nor included in, the public announcement of FST (as defined below).

 

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

 

This communication relates to a potential business combination between Chenghe Acquisition I Co. (“SPAC”) and Femco Steel Technology Co., Ltd. (“FST”). This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If a legally binding definitive agreement with respect to the proposed business combination is executed, FST intends to file a Registration Statement on Form F-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SPAC shareholders.

 

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 SPAC and FST through the website maintained by the SEC at www.sec.gov. The documents filed by SPAC and FST 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.

 

Caution About Forward-Looking Statements

 

This communication may contain forward-looking statements within the meaning of section 27A of the Securities Act, and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to SPAC and FST. These forward-looking statements are based on SPAC’s and FST’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. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the anticipated signing of a definitive business combination agreement between the parties and the timing and the terms of such agreement, are also forward-looking statements. 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 or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the control of SPAC and FST, and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” in SPAC’s Annual Report for the year ended December 31, 2022, which was filed with the SEC on April 19, 2023, and in the other documents that SPAC and/or FST have filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither SPAC nor FST presently know or that SPAC and FST currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While SPAC and FST may elect to update these forward-looking statements, SPAC and FST specifically disclaim any obligation to do so, except as required by law.

 

No Offer or Solicitation

 

This communication does 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.

 

2

 

Exhibit 99.2

 

The information below is an English translation of the transcript of the press conference held by Femco Steel Technology Co., Ltd. on or about 7:30 p.m. (Taipei time) December 15, 2023, which was originally conducted in Chinese. Attempts to provide an accurate translation of the transcript in Chinese have been made, but due to linguistic nuances, slight differences may exist.

 

Femco Steel Technology Co., Ltd. (hereinafter referred to as the "Company") announced on December 15, 2023, that the Board of Directors has approved the authorization for the Chairman to sign the Business Combination Agreement with Chenghe Acquisition I Co. This strategic move aims to enhance the Company's operational efficiency and international presence by pursuing a listing on the NASDAQ stock exchange through a merger with Special Purpose Acquisition Company (SPAC) in the United States.

 

 Since the development of KBS brand, the Company proprietary brand, the Company has leveraged its strengths as an integrated manufacturer and brand owner to gradually expand its market share in the United States. KBS brand is originated and generated most of its sales in the United States, an overseas listing is expected to further enhance the operational efficiency of the Company's brand strategy and positively contribute to the long-term internationalization goals. The Company is desirous to become a leading global brand in golf shafts.

 

In line with the restructuring and transaction arrangements for the upcoming listing on the NASDAQ stock exchange, the Company plans to terminate the trading of its shares on the Taipei Exchange's Emerging Stock Market. Upon the approval by the shareholders' meeting, the Company will apply to the Financial Supervisory Commission to cease the public issuance of its securities. The subsequent handling of this matter will follow and comply with relevant laws and regulations, and the actual operations permitted by regulatory authorities, and in coordination with the overall timeline for the overseas listing.

 

The paragraphs below were not a part of , nor included in, the transcript of the press conference.

 

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

 

This communication relates to a potential business combination between Chenghe Acquisition I Co. (“SPAC”) and Femco Steel Technology Co., Ltd. (“FST”). This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If a legally binding definitive agreement with respect to the proposed business combination is executed, FST intends to file a Registration Statement on Form F-4 with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SPAC shareholders.

 

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 SPAC and FST through the website maintained by the SEC at www.sec.gov. The documents filed by SPAC and FST 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.

 

 

  

Caution About Forward-Looking Statements

 

This communication may contain forward-looking statements within the meaning of section 27A of the Securities Act, and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to SPAC and FST. These forward-looking statements are based on SPAC’s and FST’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. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the anticipated signing of a definitive business combination agreement between the parties and the timing and the terms of such agreement, are also forward-looking statements. 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 or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, are beyond the control of SPAC and FST, and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” in SPAC’s Annual Report for the year ended December 31, 2022, which was filed with the SEC on April 19, 2023, and in the other documents that SPAC and/or FST have filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither SPAC nor FST presently know or that SPAC and FST currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements. While SPAC and FST may elect to update these forward-looking statements, SPAC and FST specifically disclaim any obligation to do so, except as required by law.

 

No Offer or Solicitation

 

This communication does 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.

 

 

 

 

 

 

---