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 26, 2023
Chenghe Acquisition Co.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | | 001-41366 | | 98-1598077 |
(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: (+65) 9851 8611 |
| Not Applicable |
| (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 (see General Instruction A.2. below):
| ¨ | 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 Act:
| 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 | | CHEAU | | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | | CHEA | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | | CHEAW | | 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 12, 2023, the staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“NASDAQ”) notified Chenghe Acquisition Co. (the “Company”) that NASDAQ determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable to purchase one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), at a price of $11.50 per share, and listed to trade on NASDAQ under the symbol “CHEAW” (the “Warrants”), from NASDAQ and that trading in the Warrants would be suspended at the opening of business on September 21, 2023, due to the Company’s failure to maintain a minimum of $1,000,000 in aggregate market value of its outstanding warrants for continued listing under NASDAQ Listing Rule 5452(b)(C). The Company does not intend to request an appeal of NASDAQ’s determination. As a result, a Form 25-NSE will be filed by NASDAQ with the Securities and Exchange Commission (the “SEC”) to remove the Company’s Warrants from listing and registration on the NASDAQ.
Trading in the Company’s Class A Ordinary Shares and units will continue on the NASDAQ.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 26, 2023 | |
| | |
| | Chenghe Acquisition Co. |
| | |
| | By: | /s/ Shibin Wang |
| | | Shibin Wang |
| | | Chief Executive Officer |
