FST (KBSX) F-4/ARegistration of securities (foreign) (amended)

As filed with the U.S. Securities and Exchange Commission on October 24, 2024

Registration No. 333-280879

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 3
to

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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FST Corp.

(Exact name of registrant as specified in its charter)

_____________________________________

N/A
(Translation of registrant’s name into English)

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No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Tel: +886 5221-2555

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor,
New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With copies to:

____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed Registration Statement/Proxy Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Registrant and Co-Registrant:

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this Registration Statement/Proxy Statement is not complete and may be changed. The Registrant may not sell these securities until the Securities and Exchange Commission declares the registration statement effective. This Registration Statement/Proxy Statement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

Preliminary, Subject to completion, DATED OCTOBER 24, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF CHENGHE ACQUISITION I CO.
AND PROSPECTUS FOR UP TO 47,191,873 ORDINARY SHARES, 14,400,000 WARRANTS AND 14,400,000
ORDINARY SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANTS OF FST CORP.

On December 22, 2023, Chenghe Acquisition I Co., a Cayman Islands exempted company with limited liability (“Chenghe” or “SPAC”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with FST Corp., a Cayman Islands exempted company with limited liability (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company with limited liability 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 (“FST” and together with CayCo and Merger Sub, the “FST Parties”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub shall be merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo (the “Merger”), and Chenghe will change its name to “FST Ltd.” (the “Business Combination”). The closing of the Business Combination will be conditional upon, among other things, the closing of the FST Restructuring (the “FST Restructuring Closing”) (as discussed further below). The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.”

FST Restructuring

To maximize CayCo’s control over FST’s business and operations after the Closing and enhance the efficiency of future fundraising, the parties intend to have each existing FST Shareholder exchange the Company Shares held by it, him or her with CayCo Ordinary Shares, so that at the Closing, or as soon as practicable thereafter, CayCo will be the sole shareholder of FST. Pursuant to the Business Combination Agreement, CayCo shall have acquired at least 90% of all issued and outstanding Company Shares on or prior to the Closing. Such restructuring is expected to be effected in two phases.

The FST Parties will use their respective best efforts to cause each other counterparties thereto to execute and deliver (i) the Phase I Restructuring Documents with the relevant parties thereto within seventy-two (72) calendar days after the date of the Business Combination Agreement, pursuant to which CayCo will acquire 55% of the Aggregate Fully Diluted Company Shares, and (ii) the Phase II Restructuring Documents (and together with Phase I Restructuring Documents, the “Company Restructuring Documents”) as soon as reasonably practicable and legally feasible and in no event later than thirty (30) Business Days after the Financial Supervisory Commission of Taiwan issues its approval for the termination of the Company’s Taiwan Public Company status. The FST Parties will use their respective best efforts to procure the Company Restructuring Documents to be executed with each of the relevant parties thereto such that the Company Acquisition Percentage shall be at least 90%. The purchase and acquisition of the Company Shares by CayCo in accordance with the FST Restructuring Documents at the FST Restructuring Closing shall be referred to as the “Company Acquisition”.

The FST Parties agree that the Company Restructuring Documents shall provide that at the FST Restructuring Closing, CayCo shall issue and allot to each FST Shareholder who has agreed to so subscribe (“Company Shareholders Subscription” and together with Company Acquisition, the “FST Restructuring”) in respective of each Company Share owned by such person, a number of CayCo Ordinary Shares that is no more than the Subscription Factor, subject to any adjustment in relation to the issuance of fractional shares as set forth in the Business Combination Agreement.

The FST Restructuring Closing shall take place one (1) Business Day before the Closing Date or such other time and place as Chenghe and FST may mutually agree.

As soon as practicable and to the extent legally feasible under applicable laws after the Closing, FST shall use reasonable best efforts to enter into and consummate (a) a transaction with CayCo for CayCo to acquire the Company Shares owned by the Company Shareholders who choose not to participate in the FST Restructuring or (b) other alternative transactions to be agreed by Chenghe Investment I Limited (the “New SPAC Sponsor”) and FST. At the consummation of such share exchange transaction, CayCo will be the sole shareholder of FST.

The Merger

Pursuant to the Business Combination Agreement, at the Merger Effective Time, and in respect of SPAC Class B Conversion, immediately prior to the Merger Effective Time, (i) each outstanding SPAC Unit (“SPAC Unit”), consisting of one (1) SPAC Class A Ordinary Share and one-half (1/2) of one (1) SPAC Warrant, will be automatically separated

(“Unit Separation”) and the holder thereof will be deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2) of one (1) SPAC Warrant; (ii) each SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) SPAC Class A Ordinary Share (the “SPAC Class B Conversion”) and each SPAC Class B Ordinary Share shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist; (iii) each SPAC Class A Ordinary Share (which for the avoidance of doubt, includes the SPAC Class A Ordinary Shares (A) issued in connection with the SPAC Class B Conversion; and (B) held as a result of Unit Separation) shall be converted into the right to receive one (1) CayCo Ordinary Share; and (iv) each SPAC Warrant that is outstanding and unexercised shall be automatically converted into the right to receive a CayCo Warrant, which shall be on the same terms and conditions as the applicable SPAC Warrant.

At the Closing, in accordance with the Companies Act (As Revised) of the Cayman Islands, Merger Sub will merge with and into Chenghe, the separate corporate existence of Merger Sub will cease and Chenghe will be the surviving corporation and a wholly-owned subsidiary of CayCo.

The board of directors of Chenghe (“Chenghe Board”) has approved the Business Combination. Proposals to approve the Business Combination Agreement and the other matters discussed in this Registration Statement/Proxy Statement will be presented at the extraordinary general meeting (the “Extraordinary General Meeting”) of Chenghe Shareholders scheduled to be held at [•] a.m. Eastern Time, on [•], 2024, via live webcast at [•]. As described in further detail in this Registration Statement/Proxy Statement, Chenghe Board has determined that each of the SPAC Shareholder Proposals is fair to and in the best interest of SPAC and its shareholders and recommended that SPAC Shareholders vote “FOR” each of the Business Combination Proposal, the Merger Proposal, the Authorized Share Capital Amendment Proposal and the Articles Amendment Proposals, and “FOR” the Adjournment Proposal, if presented. In relation to the approval of the Business Combination, Chenghe Board and the New SPAC Sponsor did not receive any report, opinion or appraisal from an outside party or an unaffiliated representative materially relating to (i) its determination that the Business Combination transaction is advisable and in the best interests of SPAC and SPAC Shareholders, (ii) its approval of the Business Combination, (iii) the consideration or the fairness of the consideration to be offered to FST Shareholders in the Business Combination or (iv) the fairness of the Business Combination to SPAC, SPAC Shareholders or SPAC Sponsors. Chenghe Board reviewed the valuation analysis that Chenghe’s management prepared with the assistance of Revere Securities LLC based on documents and information provided by FST. For details, see “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of Financial and Valuation Analyses of FST” on page 127.

Although CayCo is not currently a public reporting company, following the effectiveness of the registration statement of which this Registration Statement/Proxy Statement is a part and the Closing, CayCo will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). CayCo intends to apply for listing of the CayCo Ordinary Shares on the Nasdaq Stock Market LLC (“Nasdaq” or the “Stock Exchange”), under the proposed symbol “KBSX,” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the CayCo Ordinary Shares are approved for listing on the Stock Exchange (subject only to official notice of issuance thereof). While trading on the Stock Exchange is expected to begin on the first Business Day following the date of completion of the Business Combination, there can be no assurance that CayCo’s securities will be listed on the Stock Exchange or that a viable and active trading market will develop. CayCo does not intend to apply for the listing of the CayCo Warrants on any stock exchange after the Closing. See “Risk Factors” beginning on page 65 for more information.

In connection with the Business Combination, Chenghe and FST agreed on a fixed pre-money equity value of U.S.$400 million for the Post-Closing Company. At the consummation of the FST Restructuring, CayCo will issue and allot to each FST Shareholder who agrees to participate in the FST Restructuring in respective of each Company Share owned by such person, a number of CayCo Ordinary Shares that is no more than the Subscription Factor, which is the number resulting from dividing (x) the result of the quantity of U.S.$400 million divided by U.S.$10.00, by (y) the Aggregate Fully Diluted Company Shares as at the time of calculation. Any increase in the number of FST Shareholders who participate in the FST Restructuring will increase in the number of CayCo Ordinary Shares issued in connection with the FST Restructuring and at the consummation of the Business Combination.

In addition, FST shall, as soon as practicable and to the extent legally feasible under the applicable laws after the Closing, use reasonable best efforts to enter into and consummate (a) a transaction with CayCo for CayCo to acquire the Company Shares owned by the Remaining Company Shareholders or (b) other alternative transactions to be agreed by the New SPAC Sponsor and FST. For the illustrative purpose only, we assume that at the consummation of the FST Restructuring, all FST Shareholders agree to participate in the FST Restructuring.

Assuming none of the Public Shareholders demand redemption pursuant to the Chenghe Articles, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 61.70% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.42% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 18.10% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 6.40% of the Post-Closing Company’s total issued and outstanding share capital; (v) the holders of SPAC Public Warrant will hold 10.55% of the Post-Closing Company’s total issued and outstanding share capital.

Assuming intermediate redemptions by Public Shareholders, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 63.74% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.35% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 18.70% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 3.31% of the Post-Closing Company’s total issued and outstanding share capital; (v) the holders of SPAC Public Warrant will hold 10.90% of the Post-Closing Company’s total issued and outstanding share capital.

Assuming maximum redemptions by Public Shareholders, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 64.89% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.42% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 19.04% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 1.51% of the Post-Closing Company’s total issued and outstanding share capital; (v) the holders of SPAC Public Warrant will hold 11.10% of the Post-Closing Company’s total issued and outstanding share capital.

The following table illustrates the ownership levels in the Post-Closing Company, assuming consummation of the Business Combination, the Company Acquisition Percentage reaching 100% at the consummation of the FST Restructuring and the exercise of all issued and outstanding SPAC Warrants, under several redemption scenarios:

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(1)      Assumes that 1,970,937 Public Shares are redeemed for aggregate redemption payments of approximately $22.52 million, assuming a $11.43 per share redemption price and based on funds in the Trust Account as of June 30, 2024.

(2)      Assumes that 3,031,981 Public Shares are redeemed for aggregate redemption payments of approximately $34.64 million, assuming a $11.43 per share redemption price and based on funds in the Trust Account as of June 30, 2024. The number of Public Shares redeemed under the maximum redemption scenario is calculated based on the assumptions that following

•        the fact that the New SPAC Sponsor entered into the Sponsor Sale SPA with the Old SPAC Sponsor for the acquisition of an aggregate of (i) 2,650,000 SPAC Class B Ordinary Shares and (ii) 7,900,000 SPAC Private Placement Warrants held by the Old SPAC Sponsor for an aggregate purchase price of $1.00 plus $450,000 extension contribution payment incurred prior to the date of the Sponsor Sale SPA and other extension payments that may become due after the Sponsor Sale, and in accordance with the terms of the Trust Agreement. Based on the closing price for the Public Shares of $11.55 on the Nasdaq on September 11, 2024, the value of the Founder Shares held by the New SPAC Sponsor would be $18,386,133.15, and the value of the Converted SPAC Public Shares held by the New SPAC Sponsor would be $12,221,366.85;

•        the fact that the Sponsors are anticipated to hold 18.10% of issued and outstanding shares of CayCo immediately following the Business Combination (assuming no redemptions of holders of SPAC Class A Ordinary Shares and the exercise of SPAC Private Placement Warrants);

•        the fact that given the differential in the purchase price that the Sponsors paid for the SPAC Class B Ordinary Shares and the purchase price that the Sponsors paid for the SPAC Private Placement Warrants as compared to the price of the SPAC Class A Ordinary Shares and SPAC Public Warrants and the substantial number of SPAC Class A Ordinary Shares that the Sponsors will receive upon conversion of the SPAC Class B Ordinary Shares and (as applicable) SPAC Private Placement Warrants, the Sponsors can earn a positive return on their investment, even if holders of SPAC Class A Ordinary Shares have a negative return on their investment;

•        the fact that the Sponsors have agreed not to redeem any SPAC Ordinary Shares held by them in connection with the shareholder vote to approve a proposed initial business combination pursuant to the SPAC IPO Letter Agreement;

•        the fact that the Sponsors will lose their entire investment in SPAC if an initial business combination is not consummated by the Extended Deadline Date. The Sponsors, SPAC’s directors and officers, and their respective affiliates have not incurred any out-of-pocket fees and expenses in relation to the initial business combination since the SPAC IPO, except that, on October 25, 2023, SPAC issued a non-interest bearing non-convertible unsecured promissory note to the New SPAC Sponsor, for a principal amount of up to $1,960,000, and on July 11, 2024, SPAC issued a non-interest bearing non-convertible unsecured promissory note to the New SPAC Sponsor, for a principal amount of up to $500,000. As of October 14, 2024, the total outstanding amount under the October 2023 Note and the July 2024 Note was $1,520,084 and $17,000, respectively;

•        the fact that the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to SPAC Class B Ordinary Shares held by them if SPAC fails to complete an initial business combination by the Extended Deadline;

•        the fact that the Sponsors, SPAC’s directors and officers, and their respective affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on SPAC’s behalf, such as identifying and investing possible business targets and business combinations. However, if SPAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, SPAC may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by the Extended Deadline;

•        the right of the Sponsors to hold the CayCo Ordinary Shares and CayCo Warrants following the Business Combination, subject to certain lock-up periods;

•        in the event of the liquidation of the Trust Account upon the failure of SPAC to consummate a business combination by the Extended Deadline, the Sponsors have agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per SPAC Class A Ordinary Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which SPAC has entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than its independent

Shares in exchange of the SPAC Shares that it owns, CayCo Warrants in exchange of the SPAC Warrants that it owns, and repayment of then outstanding amount under the October 2023 Note and the July 2024 Note at the Closing of the Business Combination. The reimbursement of out-of-pocket expenses (if any), the securities to be issued to the New SPAC Sponsor and the repayment of the outstanding amount under the promissory notes may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Summary of Registration Statement/Proxy Statement — Compensation Received by New SPAC Sponsor,” “Questions and Answers about the Business Combination and the Extraordinary General Meeting — Q: What ownership levels will current shareholders of Chenghe, the Sponsors, and the FST Shareholders and their affiliates have in CayCo after consummation of the Business Combination” and “Executive Compensation — Executive Compensation prior to the Business Combination.”

Shareholders should also be aware that interests of FST, FST officers and directors may be inherently different from the interests of unaffiliated SPAC Shareholders, which could cause them to pursue terms of Business Combination less favorable to non-redeeming shareholders, and they owe no fiduciary duty to SPAC Shareholders. After Closing, certain FST officers and directors will be appointed as officers and directors of CayCo and certain of them will hold CayCo Ordinary Shares, assuming no redemption, amounting to 20.11% of CayCo Ordinary Shares post-Closing. Given the differential in the purchase price that FST officers and directors paid for the FST Shares they hold (i.e., less than approximately NTD 306.20 per share) and the price of the Public Shares and the number of CayCo Ordinary Shares the FST officers and directors will receive upon exchange of the FST Shares, the FST officers and directors can earn a positive return on their investment, even if the Public Shareholders have a negative return on their investment. See “Beneficial Ownership of CayCo Securities after Business Combination” on page 309. Furthermore, Chenghe intends to use substantially all of the funds held in the Trust Account to complete the Business Combination, after the payment to SPAC Public Shareholders who have validly redeemed their SPAC Shares upon Closing, and any remaining amount will be used as working capital to finance the operations of CayCo, make other acquisitions and pursue its growth strategies. See “Summary of Registration Statement/Proxy Statement — The Business Combination — Sources and Uses of Funds for the Business Combination” on page 43.

As of the date of this Registration Statement/Proxy Statement, none of CayCo, FST and SPAC has entered into any agreement with any investor in relation to any PIPE Investment (as defined below).

CayCo is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

CayCo is also a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, CayCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, CayCo will not be required to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

CayCo is a Cayman Islands holding company and does not conduct operations directly. After the Closing of the Business Combination, CayCo will conduct its operations primarily through FST, its subsidiary. To the extent CayCo’s cash in the business is in Taiwan, the funds may not be available to distribute dividends to CayCo’s investors, or for other use outside of Taiwan, due to interventions in or the imposition of restrictions and limitations on the ability of CayCo or CayCo’s subsidiaries by the Taiwan government to transfer cash. The Taiwan government imposes controls on the convertibility of New Taiwan Dollar into foreign currencies and, in certain cases, the remittance of currency out of Taiwan. FST receives substantially all of its revenue in U.S. Dollars. Under current Taiwan laws and regulations, FST may pay dividends only out of their accumulated after-tax profits each year upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Taiwanese accounting standards and regulations. In addition, FST is required to maintain certain statutory reserves and shall also allocate a portion of its after-tax profits to staff welfare and bonus funds, which in each case are not distributable as cash dividends except in the event of liquidation. In accordance with the Company Act of Taiwan, 10% of the net profit shall be allocated as legal reserve until the accumulated legal reserve equals the paid-in capital. Further, the reservation for staff welfare and bonus funds shall comply with

the regulations of the articles of incorporations. Furthermore, FST is required to complete certain procedural requirements related to foreign exchange control in order to make dividend payments in foreign currencies. The conversion of New Taiwan Dollar into any foreign currency and remittance of foreign currencies into and out of Taiwan are subject to Taiwan foreign exchange regulations. Under the current Taiwan foreign exchange control regulations, foreign exchange including payment of dividends to shareholders, do not require prior approval from the Central Bank of the Republic of China (Taiwan), if the amount does not exceed the annual foreign exchange quota promulgated by the Central Bank of the Republic of China (Taiwan) (“Taiwan CBC”). Under certain circumstances as prescribed by the relevant Taiwan regulations, documentary evidence of such foreign exchange transactions shall be presented and such transactions shall be conducted at designated foreign exchange banks in Taiwan which have the licenses to carry out foreign exchange business. However, there is no assurance that these foreign exchange regulations will remain unchanged in the future. If the relevant Taiwan regulations change in the future and any required approval is not obtained, FST’s ability to make payments to CayCo in foreign currency may be restricted, and CayCo’s capital expenditure plans, business, operating results and financial condition may be materially and adversely affected. Under the current Taiwan regulations, Taiwan CBC regulates the declaration of foreign exchange receipts, disbursements and transactions involving at least NT$500,000 (U.S.$16,329) or the equivalent in foreign currency. A Taiwanese company, may, upon filing a duly completed and executed declaration form via the banks registered with Taiwan CBC, conduct foreign exchange transactions involving New Taiwan Dollars for trade-related purposes of up to U.S.$50 million in aggregate per calendar year without special approval from Taiwan CBC. Foreign exchange transactions for non-trade-related purposes or exceeding the applicable annual quota threshold would require special approval from Taiwan CBC, which will be at the discretion of and considered by Taiwan CBC on a case-by-case basis. Additionally, CayCo may provide loans to FST. If the term of the loan is longer than one year, the FST shall file a declaration of foreign debt to the competent authority when the parties sign a loan agreement or when the loan is remitted into Taiwan. CayCo cannot assure you that the Taiwan government will not intervene in such transactions or impose restrictions on the ability of CayCo and its subsidiaries to transfer cash. See “Risk Factors — FST is subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other payments to CayCo.” and “Risk Factors — FST is subject to restrictions on paying dividend or making other payments to CayCo, which may restrict CayCo’s ability to satisfy its liquidity requirements.”

The accompanying Registration Statement/Proxy Statement provides Chenghe Shareholders with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We encourage you to read the entire accompanying Registration Statement/Proxy Statement, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 65 of the accompanying Registration Statement/Proxy Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this Registration Statement/Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense.

Investing in Chenghe and CayCo securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in the accompanying Registration Statement/Proxy Statement and under similar headings or in any amendment or supplement to the accompanying Registration Statement/Proxy Statement.

CayCo is a “foreign private issuer” under the Exchange Act and therefore is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, CayCo Shareholders (as defined in the accompanying Registration Statement/Proxy Statement) may receive less or different information about CayCo than they would receive about a U.S. domestic public company. See “Risk Factors — CayCo will be a foreign private issuer, and as a result, CayCo will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.”

The accompanying Registration Statement/Proxy Statement is dated [•], 2024, and is expected to be first mailed or otherwise delivered to SPAC Shareholders on or about [•], 2024.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this Registration Statement/Proxy Statement describes other than those contained in this Registration Statement/Proxy Statement, and, if given or made, the information or representation must not be relied upon as having been authorized by CayCo or Chenghe. This Registration Statement/Proxy Statement does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this Registration Statement/Proxy Statement nor any distribution of securities made under this Registration Statement/Proxy Statement will, under any circumstances, create an implication that there has been no change in the affairs of CayCo or Chenghe since the date of this Registration Statement/Proxy Statement or that any information contained herein is correct as of any time subsequent to such date.

•        Proposal No. 5 — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to the shareholders for vote.

The items of business listed above are more fully described elsewhere in the proxy statement. Whether or not you intend to attend the Extraordinary General Meeting, we urge you to read the attached proxy statement in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT TITLED “RISK FACTORS.”

Only holders of record of ordinary shares of Chenghe at the close of business on [•], 2024 (the “record date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

After careful consideration, our board of directors has determined that each of the proposals listed is fair to and in the best interests of Chenghe and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of our board of directors, you should keep in mind that our directors and officers may have interests in the Business Combination that conflict with, or are different from, interests of unaffiliated SPAC Shareholders. See the section titled “SPAC Shareholders Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

The Closing is conditioned on approval of the Business Combination Proposal, the Merger Proposal, the Authorized Share Capital Amendment Proposal and the Articles Amendment Proposals at the Extraordinary General Meeting. If any of these proposals is not approved and the applicable closing condition in the Business Combination Agreement is not waived, then we will not consummate the Business Combination.

All shareholders at the close of business on the record date are cordially invited to attend the Extraordinary General Meeting, which will also be held over the Internet by means of a live webcast at [•]. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the postage-paid return envelope provided and, in any event so as to be received by Chenghe no later than [•] a.m. Eastern Time, on [•], 2024, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholder purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in our register of members) will be accepted. If you are a holder of record of ordinary shares of ours at the close of business on the record date, you may also cast your vote at the Extraordinary General Meeting. If you hold your ordinary shares in “street” name, which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially own or, if you wish to attend the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a legal proxy. Holders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting virtually. You will receive an email prior to the meeting with a link and instructions for entering the Extraordinary General Meeting.

Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of ordinary shares registered in each shareholder’s name, with each ordinary share carrying one vote.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

Table of Contents

ABOUT THIS REGISTRATION STATEMENT/PROXY STATEMENT

This Registration Statement/Proxy Statement, which forms part of a registration statement on Form F-4 filed with the SEC by CayCo, as it may be amended or supplemented from time to time (File No. 333-280879) (the “Registration Statement/Proxy Statement”), serves as:

•        A notice of meeting and proxy statement of SPAC under Section 14(a) of the Exchange Act, for the Extraordinary General Meeting being held on [•], 2024, where SPAC Shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the SPAC Shareholder Proposals described herein; and

•        A prospectus of CayCo under Section 5 of the Securities Act with respect to the CayCo Ordinary Shares that SPAC Shareholders and Company Shareholders will receive in the Business Combination.

This Registration Statement/Proxy Statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

This information is available without charge to you upon written or oral request. To make this request, you should contact SPAC’s proxy solicitor at:

Sodali & Co.

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free +1 (800) 662-5200

Banks and brokers call +1 (203) 658-9400

Email: LATG.info@investor.sodali.com

To obtain timely delivery of requested materials, you must request the information no later than five (5) Business Days prior to the date of the SPAC Shareholders’ Meeting. Please be sure to include your complete name and address in your request.

You may also obtain additional information about SPAC from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

MARKET AND INDUSTRY DATA

This Registration Statement/Proxy Statement contains estimates, projections, and other information concerning CayCo’s and FST’s industry and business, as well as data regarding market research, estimates, forecasts and projections prepared by CayCo’s and FST’s management. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which FST operates, and CayCo will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.”

Unless otherwise expressly stated, CayCo and FST obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, CayCo and FST do not expressly refer to the sources from which this data is derived. In that regard, when CayCo and FST refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that CayCo and FST paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Registration Statement/Proxy Statement. See “Cautionary Note Regarding Forward-Looking Statements.” These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties, CayCo and FST.

TRADEMARKS AND TRADE NAMES

FST owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of its businesses. This Registration Statement/Proxy Statement also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Registration Statement/Proxy Statement is not intended to create, and does not imply, a relationship with FST, CayCo or SPAC, or an endorsement or sponsorship by or of FST, CayCo or SPAC. Solely for convenience, the trademarks, service marks and trade names referred to in this Registration Statement/Proxy Statement may appear without the ®, ™ or ℠ symbols, but such references are not intended to indicate, in any way, that FST, CayCo or SPAC will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PRESENTATION OF FINANCIAL INFORMATION

CayCo was incorporated on November 24, 2023 for the purpose of effectuating the Business Combination described herein. CayCo has no material assets or liabilities and does not operate any businesses. This Registration Statement/Proxy Statement contains:

•        the audited financial statements of SPAC for the years ended December 31, 2023, and December 31, 2022 and the unaudited financial statements of SPAC for the three and six months ended June 30, 2024 and June 30, 2023;

•        the audited consolidated financial statements of FST for the years ended December 31, 2023, and December 31, 2022 and the unaudited financial statements of FST for the six months ended June 30, 2024 and June 30, 2023; and

•        the audited consolidated financial statements of CayCo for the period from November 24, 2023 (inception) through December 31, 2023 and the unaudited financial statements of CayCo for the six months ended June 30, 2024.

Unless indicated otherwise, financial data presented in this Registration Statement/Proxy Statement has been taken from the audited and unaudited financial statements of SPAC, CayCo and FST included in this Registration Statement/Proxy Statement. Unless otherwise indicated, financial information of SPAC has been prepared in accordance with accounting principles generally accepted in the United States and the financial information in respect of CayCo and FST has been prepared in accordance with Generally Accepted Accounting Principles.

CayCo and FST present their consolidated financial statements in the New Taiwan dollar. SPAC publishes its financial statements in U.S. dollars. In this Registration Statement/Proxy Statement, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “U.S.$,” “USD,” “U.S. Dollars” and “dollars” mean U.S. dollars and all references to “TWD”, “NTD$”, “NT$” and “NTD” mean New Taiwan dollars.

EXCHANGE RATES

CayCo’s reporting currency will be the U.S. Dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. For CayCo, the U.S. Dollar is the functional currency. The functional currency of CayCo’s subsidiaries will generally be the local currency.

Certain information presented in this Registration Statement/Proxy Statement has been converted from NTD to USD at a rate of NTD30.62 to U.S.$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 29, 2023. Exchange rates fluctuate, and such fluctuation can be significant.

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this Registration Statement/Proxy Statement to:

“2023 Name Change Proposal” means special resolution dated October 25, 2023 that effected the change of name of the SPAC from “LatAmGrowth SPAC” to “Chenghe Acquisition I Co.”.

“Adjournment Proposal” means an ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to the shareholders for vote.

“Advisory Shares” means the 2,000,000 CayCo Ordinary Shares to be issued to FST Advisor at Closing pursuant to the Geneva Agreement.

“Aggregate Fully Diluted Company Shares” means, without duplication, the aggregate number of Company Shares that are (i) issued and outstanding or (ii) issuable upon, or subject to, (x) the exercise or settlement of any Option or (y) the consummation of any PIPE Investment, if any.

“Agreement End Date” means 5:00 p.m. (Hong Kong time) on January 26, 2025.

“Ancillary Documents” means collectively, the Investor Rights Agreement, the Subscription Agreement, the Lock-Up Agreement, the Sponsor Support Agreement and the Company Holders Support Agreement.

“Articles Amendment Proposals” means two separate special resolutions to respectively approve (a) the change of name of Chenghe from “Chenghe Acquisition I Co.” to “FST Ltd.”; and (b) the amended and restated memorandum and articles of association of SPAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed second amended and restated memorandum and articles of association of Chenghe.

“Authorized Share Capital Amendment Proposal” means an ordinary resolution to approve the reclassification and re-designation of (a) 200,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 200,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; (b) 20,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 20,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; and (c) 1,000,000 authorized but unissued preference shares of a par value of $0.0001 each to 1,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each (the “Re-designation”) so that following such Re-designation, the authorized share capital of Chenghe shall be $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each, and immediately after the Re-designation, the authorized share capital of Chenghe be increased from $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each by the creation of an additional 279,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each to rank pari passu in all respects with the existing ordinary shares.

“Base Equity Value” means U.S.$400,000,000.

“Business Combination” means the Merger and the change of SPAC’s name to “FST Ltd.”.

“Business Combination Agreement” means the business combination agreement entered into by and among CayCo, Merger Sub, SPAC and FST dated as of December 22, 2023 (as it may be amended, supplemented or otherwise modified from time to time).

“Business Combination Proposal” means the ordinary resolution to approve and adopt the Business Combination Agreement and the transactions contemplated thereby.

“Business Day” means a day on which commercial banks are open for business in New York, U.S., the Cayman Islands, Taiwan and Hong Kong, except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled).

“CayCo” means FST Corp., a Cayman Islands exempted company with limited liability.

“CayCo Board” means the board of directors of CayCo.

“CayCo Listing Articles” means the amended and restated memorandum and articles of association of CayCo, substantially in the form set forth in Annex B to this Registration Statement/Proxy Statement.

“CayCo Ordinary Shares” means the ordinary shares, with par value of U.S.$0.0001 per share, of CayCo.

“CayCo Shareholders” means the holders of CayCo Ordinary Shares.

“CayCo Warrants” means the warrants of CayCo into which the SPAC Warrants convert at the Merger Effective Time, each entitling the holder to purchase one CayCo Ordinary Share at a price of $11.50 per share, subject to adjustment, terms and limitations.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Chenghe” or “SPAC” means Chenghe Acquisition I Co., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Chenghe Preference Share” means a preference share of SPAC, par value of $0.0001 each.

“Chenghe Shareholders” or “SPAC Shareholders” means the shareholders of Chenghe.

“Closing” means the consummation of the Business Combination.

“Closing Conditions” means the conditions to Closing set forth in the Business Combination Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Acquisition” means the purchase and acquisition of the Company Shares by CayCo in accordance with the Company Restructuring Documents at the FST Restructuring Closing.

“Company Acquisition Percentage” means a number, expressed as a percentage, calculated by dividing (x) the number of Aggregate Fully Diluted Company Shares owned by CayCo immediately after the FST Restructuring Closing by (y) the Aggregate Fully Diluted Company Shares at such time.

“Company Common Shares” means 100,000,000 common shares, each with a par value of NT$10 per share of FST.

“Company Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or condition of the Group or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of the Company Parties to consummate the Merger by the Agreement End Date.

“Company Parties” or “FST Parties” means collectively, CayCo, FST and Merger Sub.

“Company Restructuring Documents” means, collectively (i) the FST Equity Reorganization Agreement, (ii) the Deed of Share Sale and Purchase, and (iii) the CayCo Subscription Agreement.

“Company Shareholder Approval” means the vote of holders of Company Shares required to approve the Company Transaction Proposals, as determined in accordance with applicable law and FST’s Governing Documents.

“Company Shareholder Support Agreement” means the company shareholder support agreement entered into concurrently with the execution of the Business Combination Agreement between and among, SPAC, FST, CayCo, certain Company Shareholders and certain CayCo Shareholders, as amended or modified from time to time.

“Company Shareholders” or “FST Shareholders” means the direct holders of the Company Shares issued and outstanding immediately prior to the FST Restructuring Closing.

“Company Shareholders Subscription” means the subscription by the Company Shareholders (other than the Remaining Company Shareholders) of certain number of CayCo Ordinary Shares no more than the Subscription Factor.

“Company Shares” or “FST Shares” means the shares in the capital of FST, including the Company Common Shares.

“Company Transaction Proposals” means the withdrawal of the public reporting status as a Taiwan Public Company.

“Contribution” means each payment deposit into the Trust Account for each monthly extension of the SPAC Termination Date beyond October 27, 2023 pursuant to SPAC MAA.

“Converted SPAC Public Shares” means the 1,058,127 SPAC Class A Ordinary Shares converted by the holder thereof (i.e. the New SPAC Sponsor) from the same number of SPAC Class B Ordinary Shares it held on November 16, 2023.

“DIR” means the Department of Investment Review under the Ministry of Economic Affairs of Taiwan.

“Dissolution Expenses Amendment Proposal” means the proposal to approve, as a special resolution, the amendment of SPAC MAA to remove the language therein which permits SPAC to withdraw up to $100,000 of interest earned on the funds held in the Trust Account to pay dissolution expenses if SPAC fails to consummate an initial business combination by the SPAC Termination Date. Such amendment of the SPAC MAA is referred to as “Dissolution Expenses Amendment”.

“Extended Deadline” means the deadline by which SPAC is required to consummate a business combination transaction.

“First BCA Amendment” means the First Amendment to Business Combination Agreement dated September 10, 2024 entered into by and among CayCo, FST, Merger Sub and SPAC, pursuant to which, the Agreement End Date was extended from 5:00 p.m. (Hong Kong time) on October 26, 2024 to 5:00 p.m. (Hong Kong time) on January 26, 2025.

“First Extension” means the extension of the SPAC Termination Date from April 27, 2023 to November 27, 2023 for a deposit of $150,000 for each monthly period extended beyond April 27, 2023.

“First Extension Amendment Proposal” means the proposal approved by special resolution on 13 April 2023 that amended the SPAC MAA to facilitate the First Extension.

“First Extension Meeting” means the extraordinary general meeting of SPAC held on April 13, 2023, at which the shareholders of SPAC approved the First Extension Amendment Proposal, the First Trust Amendment Proposal, the SPAC Class B Ordinary Share Amendment Proposal and the Redemption Limitation Amendment Proposal.

“First Trust Amendment Proposal” means the proposal to amend the Trust Agreement to facilitate the First Extension.

“Founder Shares” means the SPAC Class B ordinary shares purchased by the Old SPAC Sponsor in a private placement prior to SPAC’s initial public offering, a portion of which was sold to the New SPAC Sponsor in the Sponsor Sale.

“FST” means 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.

“FST Restructuring” means, collectively, the Company Acquisition, the Company Shareholders Subscription and each of the other transactions contemplated under the Company Restructuring Documents.

“FST Restructuring Closing” means the closing of FST Restructuring.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time, consistently applied.

“Geneva” or “FST Advisor” means Geneva Capital PTE. LTD, a Singapore exempt private limited company.

“Geneva Agreement” means the referral compensation agreement entered between FST and Geneva on November 30, 2023.

“Geneva Engagement Letter” means the engagement letter entered between FST and Geneva on June 18, 2023.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of an exempted company incorporated in the Cayman Islands are its certificate of incorporation, memorandum and articles of association, shareholders agreement or similar constitutional or organizational documents, in each case, as amended or restated; the “Governing Documents” of a Taiwan company are its company registration card, articles of incorporation and bylaws.

“Governmental Authority” means any federal, state, provincial, municipal, local, foreign, multinational, supra-national, government or governmental authority or regulatory body thereof, or political subdivision thereof, or any commission, department, board, bureau, agency, instrumentality or authority thereof, any court, tribunal, arbitrator, arbitration panel or similar judicial body or any self-regulatory organization.

“Group” means FST and all of its Subsidiaries from time to time.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Investor Rights Agreement” means the investor rights agreement that CayCo, FST, SPAC and other parties listed thereto will enter into at the Closing, as amended or modified from time to time.

“IRS” means the Internal Revenue Service of the United States of America.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Lock-Up Agreement” means the lock-up agreement that the New SPAC Sponsor, CayCo, certain Company Shareholders and Sponsor Key Holders will enter into at the Closing, as amended or modified from time to time.

“Merger” means the merger of Merger Sub with and into SPAC, in accordance with Part XVI of Cayman Companies Act, following which the separate corporate existence of Merger Sub shall cease and SPAC shall continue as the surviving company and a direct wholly owned subsidiary of CayCo.

“Merger Effective Time” means the date on which the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time or such later date as may be agreed by SPAC and FST in writing pursuant to the terms and conditions of the Plan of Merger but subject to the Cayman Companies Act.

“Merger Proposal” means a special resolution to approve the Plan of Merger and any and all transactions provided for in the Plan of Merger.

“Merger Sub” means FST Merger Ltd., a Cayman Islands exempted company with limited liability and directly wholly owned by CayCo.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New SPAC Sponsor” means Chenghe Investment I Limited, a Cayman Island exempted company with limited liability.

“Old SPAC Sponsor” means LatAmGrowth Sponsor LLC, a Delaware limited liability company.

“Old SPAC Sponsor Earnout Shares” means the SPAC Class B Ordinary Shares that the New SPAC Sponsor shall transfer to the Old SPAC Sponsor pursuant to the Sponsor Sale SPA, if the New SPAC Sponsor transfers any Founder Shares (such Founder Shares, the “Transferred Shares”) for the purpose of securing further extension of SPAC Termination Date or reducing the number of SPAC Public Shares elected to redeem in connection with further extensions, at the closing of Chenghe’s initial business combination, equal to the product of (i) 1,000,000 minus the Transferred Shares and (ii) 0.5; provided that the Old SPAC Sponsor Earnout Shares shall not exceed 250,000 Founder Shares, and (y) if the New SPAC Sponsor elects to use cash or other arrangements (other than Founder Shares) to secure further extensions, the number of Old SPAC Sponsor Earnout Shares shall be 100,000 Founder Shares; and (z) if the New SPAC Sponsor elects to use a mix of cash, other arrangements and Founder Shares to secure further extensions, the number of Old SPAC Sponsor Earnout Shares shall be calculated using the abovementioned formula.

“Option” means an option to purchase Company Common Shares granted to an employee, director, independent contractor or other service provider of the Group.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint share company, Governmental Authority or instrumentality or other entity of any kind.

“Phase I DIR Approval” means Taiwan DIR Approval in connection with CayCo acquiring 55% of the Aggregate Fully Diluted Company Shares from the Company Shareholders listed in Section 1.1 of the Company Disclosure Letter (as defined in the Business Combination Agreement) in accordance with the Company Restructuring Documents.

“Phase I Restructuring Documents” means the Company Restructuring Documents signed and delivered in connection with CayCo acquiring 55% of the Aggregate Fully Diluted Company Shares from the Company Shareholders listed in Section 1.1 of the Company Disclosure Letter.

“Phase II DIR Approval” means the Taiwan DIR Approval in connection with CayCo acquiring the Aggregate Fully Diluted Company Shares (other than the Company Shares covered under the Phase I Restructuring Documents) from the Company Shareholders in accordance with the Company Restructuring Documents.

“Phase II Restructuring Documents” means the Company Restructuring Documents signed and delivered in connection with CayCo acquiring the Aggregate Fully Diluted Company Shares (other than the Company Shares covered under the Phase I Restructuring Documents) from the Company Shareholders listed in Section 1.1 of the Company Disclosure Letter.

“PIPE Investment” means the purchase of CayCo Ordinary Shares pursuant to the Subscription Agreements or any other purchase agreements as may be agreed by SPAC and FST from time to time.

“Plan of Merger” means a plan of merger between SPAC and Merger Sub, pursuant to which Merger Sub will merger with and into SPAC, that is substantially in the form of exhibit D to the Business Combination Agreement.

“Post-Closing Company” means CayCo after the consummation of the Business Combination.

“PRC” means the People’s Republic of China, and for the purpose of this Registration Statement/Proxy Statement, does not include Hong Kong, Macau Special Administrative Region and Taiwan.

“Public Shares” or “SPAC Public Shares” means the issued and outstanding SPAC Class A Ordinary Shares.

“Public Shareholders” or “SPAC Public Shareholders” means the holders of Public Shares, other than the New SPAC Sponsor with respect to its holding of Converted SPAC Public Shares.

“Record Date” means [•], 2024, the record date of SPAC Shareholders’ Meeting.

“Redemption Limitation Amendment Proposal” means the special resolution approved on 13 April 2023 that amended the SPAC MAA to remove the limitation that the SPAC shall not redeem Public Shares to the extent that such redemption would cause the SPAC’s net tangible assets to be less than $5,000,001.

“Remaining Company Shareholders” means the FST Shareholders other than CayCo after consummation of the FST Restructuring.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Extension” means the extension approved by special resolution on October 25, 2023 of the SPAC Termination Date from October 27, 2023 to January 27, 2024 for a deposit of the lesser of (a) $240,000 and (b) $0.06 for each Class A ordinary share not redeemed as of October 27, 2023, 2023, and the further extension by SPAC Board for up to nine times, each by one month, for an aggregate nine additional months, from January 27, 2024 up to October 27, 2024, for the deposit of the lesser of (a) $80,000 and (b) $0.02 for each Class A ordinary share not redeemed as of October 27, 2023.

“Second Extension Amendment Proposal” means the special resolution approved on October 25, 2023, to amend SPAC MAA to facilitate the Second Extension.

“Second Extension Meeting” means the extraordinary general meeting of SPAC held on October 25, 2023, at which the shareholders of SPAC approved the Second Extension Amendment Proposal, the Second Trust Amendment Proposal and the 2023 Name Change Proposal.

“Second Trust Amendment Proposal” means the proposal to amend the Trust Agreement to facilitate the Second Extension and to allow the SPAC to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank.

“SPAC Board” or “Chenghe Board” means the board of directors of SPAC.

“SPAC Class A Ordinary Share” means a Class A ordinary share of SPAC, par value $0.0001 per share.

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and the Extraordinary General Meeting” and “Summary of the Registration Statement/Proxy Statement,” summarize certain information contained in this Registration Statement/Proxy Statement but does not contain all of the information that is important to you. You should carefully read this entire Registration Statement/Proxy Statement, including the attached annexes, for a more complete understanding of the matters summarized below.

•        SPAC is a blank check company incorporated as a Cayman Islands exempted company on May 20, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving SPAC and one or more target businesses. For more information about SPAC, see the section entitled “Business of SPAC and Certain Information About SPAC.”

•        On April 13, 2023, SPAC held the First Extension Meeting, at which SPAC Shareholders approved the First Extension Amendment Proposal, the First Trust Amendment Proposal, the SPAC Class B Ordinary Share Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the First Extension Amendment Proposal, shareholders holding 7,399,517 SPAC Class A Ordinary Shares elected to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $77.5 million (approximately $10.47 per SPAC Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately $58.6 million remained in the Trust Account.

•        On September 8, 2023 and September 19, 2023, BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch respectively notified SPAC that they would not act in any capacity in connection with the Business Combination and waived their entitlement to the deferred underwriting commission solely with respect to the Business Combination under and pursuant to the SPAC IPO Underwriting Agreement, dated January 24, 2022, by and among SPAC and BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, acting individually and as representatives of the several underwriters named therein.

•        On October 25, 2023, SPAC held the Second Extension Meeting, at which SPAC Shareholders approved the Second Extension Amendment Proposal, the Second Trust Amendment Proposal, and the 2023 Name Change Proposal. In connection with the Second Extension Amendment Proposal, shareholders holding 1,658,610 SPAC Class A Ordinary Shares elected to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18.1 million (approximately $10.94 per SPAC Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately $43.0 million remained in the Trust Account.

•        On November 8, 2023, the New SPAC Sponsor notified the SPAC that it elected to convert 1,058,127 SPAC Class B Ordinary Shares held by itself to the same number of SPAC Class A Ordinary Shares, pursuant to the SPAC Class B Ordinary Share Amendment Proposal. On November 16, 2023, 1,058,127 SPAC Class B Ordinary Shares held by the New SPAC Sponsor were converted into the same number of SPAC Class A Ordinary Shares. As of the date hereof, there are 5,000,000 SPAC Class A Ordinary Shares and 2,191,873 SPAC Class B Ordinary Shares issued and outstanding.

•        There are currently 6,500,000 SPAC Public Warrants and 7,900,000 SPAC Private Placement Warrants outstanding. Each SPAC Warrant entitles the holder to purchase one SPAC Class A Ordinary Share for $11.50 per share. Each SPAC Warrant that is outstanding and unexercised immediately prior to the Merger Effective Time will be automatically converted into the right to receive a CayCo Warrant, which shall be on the same terms and conditions as the applicable SPAC Warrant.

•        FST is a leading innovator in the golf industry, recognized for its expanding portfolio of high-performance golf club shafts and equipment. See the section entitled “Business of FST and Certain Information about FST.”

•        SPAC, FST, CayCo and Merger Sub entered into Business Combination Agreement on December 22, 2023. A copy of the Business Combination Agreement is attached to this Registration Statement/Proxy Statement as Annex A.

•        Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into SPAC pursuant to the Plan of Merger and SPAC will be the surviving company and a wholly-owned subsidiary of CayCo. In connection with the Business Combination Agreement, SPAC entered or will enter at the Closing into the following documents:

•        Sponsor Support Agreement:    currently with the execution of the Business Combination Agreement, SPAC, the Sponsors and FST entered into the Sponsor Support Agreement, pursuant to which the Sponsors have agreed to, among other things, vote in favor of the transactions contemplated under the Business Combination Agreement, from the date when FST received the Taiwan DIR Approval until the Closing Date or, if earlier, until termination of the Business Combination Agreement.

•        Company Shareholder Support Agreement:    concurrently with the execution of the Business Combination Agreement, SPAC, FST, CayCo, certain Company Shareholders and certain CayCo Shareholders entered into the Company Shareholder Support Agreement, pursuant to which each of such Company Shareholder and CayCo Shareholder has agreed to, among other things, vote to the transactions contemplated under the Business Combination Agreement, and to not transfer any Subject Shares (as defined in the Company Shareholder Support Agreement) until termination of the Company Shareholder Support Agreement.

•        Lock-Up Agreement:    at the Closing, CayCo, the Sponsors, certain FST Shareholders and certain Sponsor Key Holders will enter into the Lock-Up Agreement, pursuant to which, each of the New SPAC Sponsor, such FST Shareholder and Sponsor Key Holder agrees to not to transfer any Lock-Up Shares (as defined in the Lock-Up Agreement) for a period of six (6) months after the Closing Date, with certain exceptions and carveouts.

•        Investor Rights Agreement:    at the Closing, CayCo, FST, SPAC and other parties listed thereto will enter into the Investor Rights Agreement, pursuant to which, (i) CayCo will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the board of CayCo to be comprised of five (5) directors (subject to increase by unanimous resolutions of the board from time to time), (y) one (1) of such directors should be nominated by the New SPAC Sponsor and (z) at least three (3) of whom shall be independent directors. As long as the Sponsor Parties (as defined in the Investor Rights Agreement) beneficially own any CayCo Ordinary Shares, CayCo shall take all necessary actions to cause the individuals nominated by the New SPAC Sponsor for election as directors to be elected as directors.

•        The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, SPAC Shareholder Approval of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.”

•        The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Closing in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Termination.”

•        The Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        As of the date of this Registration Statement/Proxy Statement, none of CayCo, FST and SPAC has entered into any agreement in relation to any PIPE Investment.

•        Under SPAC MAA, SPAC Public Shareholders may elect to have their SPAC Class A Ordinary Shares redeemed for a pro rata portion of the cash held in the Trust Account (which, for illustrative purposes, was $[•] per share as of the Record Date), less any owed but unpaid taxes on the funds and deferred underwriting fees. If a SPAC Public Shareholder properly exercises its redemption rights, SPAC will redeem the related SPAC Class A Ordinary Share for cash, and such shareholder will no longer own such SPAC Class A

Ordinary Shares and will not participate in the future growth of CayCo, if any in respect of the SPAC Class A Ordinary Shares so redeemed. Such a holder will be entitled to receive cash for its SPAC Class A Ordinary Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the SPAC Transfer Agent, no later than two (2) Business Days prior to the SPAC Shareholders’ Meeting in accordance with the procedures described herein. For more information regarding these procedures, see the section entitled “Questions and Answers about the Business Combination and the Extraordinary General Meeting.”

•        It is anticipated that, upon the Closing, the ownership of CayCo will be as follows under several redemption scenarios:

____________

(1)      Assumes that 1,970,937 Public Shares are redeemed for aggregate redemption payments of approximately $22.52 million, assuming a $11.43 per share redemption price and based on funds in the Trust Account as of June 30, 2024.

(2)      Assumes that 3,031,981 Public Shares are redeemed for aggregate redemption payments of approximately $34.64 million, assuming a $11.43 per share redemption price and based on funds in the Trust Account as of June 30, 2024. The number of Public Shares redeemed under the maximum redemption scenario is calculated based on the assumptions that following the redemption, (i) SPAC will be able to pay total liabilities in the amount of $4.39 million as of June 30, 2024 from the Trust Account at the Closing; (ii) SPAC will be able to pay approximately $1.07 million of estimated transaction expenses incurred in connection with the Business Combination from the Trust Account at the Closing; and (iii) after the payment of liabilities and expenses set forth in (i) and (ii) above, SPAC will have U.S.$5,000,001 net asset at the Closing as required by the Business Combination Agreement, which will be distributed immediately to CayCo at the written instruction of the chief executive officer of CayCo, and used for working capital and general corporate purposes. Assuming a $11.43 per share redemption price, the number of Public Shares remaining outstanding following the redemption must be at least 909,892 shares for SPAC to fulfill all of the abovementioned assumptions.

(3)      On November 8, 2023, the New SPAC Sponsor notified Chenghe that it elected to convert 1,058,127 Founder Shares to the same number of SPAC Public Shares. On November 16, 2023, 1,058,127 Founder Shares were converted into the same number of Converted SPAC Public Shares. The Converted SPAC Public Shares are identical to the SPAC Public Shares, except that (i) they are entitled to registration rights, (ii) they are subject to the transfer restrictions as set forth in the SPAC IPO Letter Agreement, (iii) pursuant to the SPAC IPO Letter Agreement, the Sponsors agreed to waive their redemption rights with respect to the Converted SPAC Public Shares in connection with (A) the SPAC’s initial business combination, (B) a shareholder vote to approve an amendment to the SPAC’s constitutional documents to (x) modify the substance or timing of the SPAC’s obligation to allow redemption in connection with the SPAC’s initial business combination, or to redeem 100% of SPAC Public Shares if SPAC has not completed an initial business combination by the Extended Deadline or (y) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity

(4)      The Sponsors and their affiliates’ total potential ownership interest in the post-Closing Company, assuming the exercise and conversion of all securities following the Closing, including the SPAC Private Placement Warrants, the Converted SPAC Public Shares as described above, and Founder Shares, is estimated to comprise approximately 18.10% of outstanding CayCo Ordinary Shares in a no redemption scenario, 18.70% of outstanding CayCo Ordinary Shares in an intermediate redemption scenario and 19.04% of outstanding CayCo Ordinary Shares in a maximum redemption scenario.

(5)      Assumes the exercise of all issued and outstanding SPAC Public Warrants, each for one CayCo Ordinary Share, at the closing of the Business Combination.

(6)      Assumes the exercise of all issued and outstanding SPAC Private Placement Warrants, each for one CayCo Ordinary Share, at the closing of the Business Combination. As of the date of this Registration Statement/Proxy Statement, the Sponsors have not extended any working capital loan to Chenghe, which may be convertible into warrants at the option of the Sponsors. None of Chenghe, its directors and officers are aware of any intention to obtain any working capital loan which may be convertible into warrants from the Sponsors.

•        Please see sections entitled “Summary of Registration Statement/Proxy Statement — Ownership of CayCo Post-Closing” and “Unaudited Pro forma Condensed Consolidated Financial Information” for more information. The SPAC Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the decision-making process of the SPAC Board, see the section entitled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — SPAC Board’s Reasons for the Approval of the Business Combination and Recommendation.” When you consider the unanimous recommendation of the SPAC Board, you should keep in mind that the Sponsors have interests in the Business Combination that are different from, or in addition to, interests of unaffiliated SPAC Shareholders. Please see the section entitled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

•        In addition to voting on the proposal to adopt and approve the Business Combination Agreement and the Business Combination, at the SPAC Shareholders’ Meeting, the SPAC Shareholders will also be asked to consider and vote on the approval of a proposal to approve the adjournment of the SPAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. If put forth at the SPAC Shareholders’ Meeting, the Adjournment Proposal will be the only proposal voted upon and the Business Combination Proposal will not be submitted to the SPAC Shareholders for a vote at the SPAC Shareholders’ Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only elected information set forth elsewhere in this Registration Statement/Proxy Statement and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to our shareholders. We urge shareholders to carefully read this entire Registration Statement/Proxy Statement, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting.

“We,” “us,” or “our” and “Company” in this section refers to Chenghe. Capitalized terms hereunder but not otherwise defined shall have the meaning as set forth under the section titled “Certain Defined Terms.”

Q:     Why am I receiving this proxy statement?

A:     Our shareholders are being asked to consider and vote upon, as an ordinary resolution, a proposal to approve the Business Combination and other transactions as contemplated by the Business Combination Agreement, a copy of which is attached to this Registration Statement/Proxy Statement as Annex A, among other proposals. We have entered into the Business Combination Agreement, which provides that, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub will merge into and with us, with us being the surviving company and becoming a wholly-owned subsidiary of CayCo. You are being asked to vote on the Business Combination and related matters (SPAC Shareholder Proposal No. 1 — The Business Combination Proposal).

Q:     Are there any other matters being presented to shareholders at the meeting?

A:     In addition to the Business Combination Proposal as described in the question above, the Company’s shareholders are also being asked to consider and vote upon the following proposals:

•        The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and adopt the Plan of Merger and approve the transactions contemplated thereby, including, without limitation the Merger. A copy of the Plan of Merger is attached as Annex A-1 to this Registration Statement/Proxy Statement (SPAC Shareholder Proposal No. 2 — The Merger Proposal);

•        The Authorized Share Capital Amendment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve, with effect from the effective time of the Merger, the reclassification and re-designation of (a) 200,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 200,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; (b) 20,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 20,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; and (c) 1,000,000 authorized but unissued preference shares of a par value of $0.0001 each to 1,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each (the “Re-designation”) so that following such Re-designation, the authorized share capital of the Company shall be $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each, and immediately after the Re-designation, the authorized share capital of the Company be increased from $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each by the creation of an additional 279,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each to rank pari passu in all respects with the existing ordinary shares (SPAC Shareholder Proposal No. 3 — The Authorized Share Capital Amendment Proposal);

•        The Articles Amendment Proposals — to consider and vote upon, as special resolutions, two separate special resolutions to respectively approve, with effect from the effective time of the Merger:

(a)     the change of name of the Company from “Chenghe Acquisition I Co.” to “FST Ltd.”; and

(b)    the amended and restated memorandum and articles of association of SPAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Restated M&A, a copy of which is attached as Annex H to this Registration Statement/Proxy Statement (Proposal No. 4 — The Articles Amendment Proposals); and

•        The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (SPAC Shareholder Proposal No. 5 — The Adjournment Proposal).

We will hold the Extraordinary General Meeting of shareholders to consider and vote upon these proposals. This Registration Statement/Proxy Statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this Registration Statement/Proxy Statement and its annexes carefully and in their entirety.

The vote of shareholders Is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this Registration Statement/Proxy Statement.

Q:     Why is the Company providing shareholders with the opportunity to vote on the Business Combination?

A:     Pursuant to Chenghe Articles, we are required to provide Public Shareholders with an opportunity to have their shares redeemed for cash upon the consummation of our initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Business Combination, we are providing this opportunity in conjunction with a shareholder vote.

Q:     What will happen to our securities upon consummation of the Business Combination?

A:     SPAC Units and Public Shares are currently listed on Nasdaq under the symbols “LATGU” and “LATG.” On September 8, 2023, Nasdaq delisted the SPAC Public Warrants due to SPAC’s failure to maintain a minimum of $1,000,000 in aggregate market value of its outstanding SPAC Public Warrants, as set forth in Nasdaq’s Listing Rule 5452(b)(C). The SPAC Public Warrants are currently listed on the OTC Pink Market under the symbol of “LATGF”. CayCo does not intend to apply for the listing of the CayCo Warrants on any stock exchange after the Closing. For more information, please see “Risk Factors — SPAC Public Warrants are delisted from Nasdaq.” Our securities will cease trading upon consummation of the Business Combination. FST intends to apply for listing of CayCo Ordinary Shares on the Stock Exchange under the symbol “KBSX,” to be effective upon consummation of the Business Combination. While trading on Stock Exchange is expected to begin on the first Business Day following the consummation of the Business Combination, there can be no assurance that CayCo Ordinary Shares will be listed on the Stock Exchange or that a viable and active trading market will develop.

Q:     What are the U.S. federal income tax consequences of the Business Combination to a U.S. Holder of SPAC Class A Ordinary Shares and/or SPAC Warrants?

A:     Subject to the limitations and qualifications described more fully under the section titled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities,” it is intended by the parties to the Business Combination Agreement that, for U.S. federal income tax purposes, (i) the FST Restructuring together with the Merger qualify as a transfer of property described in Section 351 of the Code and/or (ii) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. However, there are significant factual and legal uncertainties as to whether the Transactions qualify for such intended tax treatment, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. No ruling has been, or will be, sought by Chenghe or FST from the IRS with respect to the Business Combination and there can be no assurance that the IRS will not challenge the intended tax treatment or that a court would not sustain such a challenge.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Business Combination for U.S. Holders of SPAC Class A Ordinary Shares and/or SPAC Warrants, see the section titled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities.” If you are a U.S. Holder whose SPAC Class A Ordinary Shares and/or SPAC Warrants are exchanged in the Business Combination, you are urged to consult your tax advisor to determine the tax consequences thereof.

The summary above is qualified in its entirety by the more detailed discussion provided in the section titled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities.”

Q:     Why is the Company proposing the Business Combination?

A:     We were incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On January 27, 2022, we consummated the SPAC IPO of 13,000,000 SPAC Units at an offering price of $10.00 per SPAC Unit, generating total gross proceeds of $130,000,000. Simultaneously with the closing of the SPAC IPO, we consummated the sale of 7,900,000 warrants at pa price of $1.00 per warrant in a private placement to the Old SPAC Sponsor, generating gross proceeds of $7,900,000, a portion of which was sold by the Old SPAC Sponsor to the New SPAC Sponsor in the Sponsor Sale consummated on October 6, 2023. Following the closing of the SPAC IPO, an amount equal to $132,600,000 from the net proceeds of the sale of the SPAC Units and SPAC Private Placement Warrants in the SPAC IPO was placed into the Trust Account. Since the SPAC IPO, our activity has been limited to the evaluation of business combination candidates.

On April 13, 2023, we held the First Extension Meeting, at which SPAC Shareholders approved the First Extension Amendment Proposal, the First Trust Amendment Proposal, the SPAC Class B Ordinary Share Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the First Extension Amendment Proposal, shareholders holding 7,399,517 SPAC Class A Ordinary Shares elected to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $77.5 million (approximately $10.47 per SPAC Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately $58.6 million remained in the Trust Account.

On October 25, 2023, we held the Second Extension Meeting, at which SPAC Shareholders approved the Second Extension Amendment Proposal, the Second Trust Amendment Proposal, and the 2023 Name Change Proposal. In connection with the Second Extension Amendment Proposal, shareholders holding 1,658,610 SPAC Class A Ordinary Shares elected to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18.1 million (approximately $10.94 per SPAC Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately $43.0 million remained in the Trust Account.

On November 8, 2023, the New SPAC Sponsor notified the SPAC that it elected to convert 1,058,127 SPAC Class B Ordinary Shares held by itself to the same number of SPAC Class A Ordinary Shares, pursuant to the SPAC Class B Ordinary Share Amendment Proposal. On November 16, 2023, 1,058,127 SPAC Class B Ordinary Shares held by the New SPAC Sponsor were converted into the same number of SPAC Class A Ordinary Shares. As of the date hereof, there are 5,000,000 SPAC Class A Ordinary Shares and 2,191,873 SPAC Class B Ordinary Shares issued and outstanding.

We believe that the Business Combination will provide our shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section titled “SPAC Shareholder Proposal No.1 — The Business Combination Proposal — SPAC Board’s Reasons for the Approval of the Business Combination and Recommendation.”

Q:     Did Chenghe Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. Chenghe Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Chenghe Board and our management team in valuing FST and will be assuming the risk that Chenghe Board may not have properly valued the business. However, our directors and officers have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Chenghe Board conducted significant due diligence on FST. Based on the foregoing, Chenghe Board had given due and proper consideration to all matters and things that are necessary or appropriate, including that the Business Combination was fair from a financial perspective to our shareholders and that FST’s fair market value was at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account), to enabled it to evaluate and reach an information conclusion as to the fairness and reasonableness of the Transactions. There can be no assurance, however, that Chenghe Board was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Chenghe Board in approving the Business Combination, see the section titled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal.”

Q:     Will projections that Chenghe Board considered when evaluating and recommending the Business Combination be realized?

A:     In performing its analysis of FST, Chenghe Board considered, among other things, and relied on certain information, including forecasts and financial projection prepared by, and at the direction of, the management of FST. See the section titled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of Financial and Valuation Analyses of FST.”

The projected financial information was prepared using several qualitative assumptions, including the following assumptions that FST management believed to be material:

•        projected revenue is based on a variety of operational assumptions, including among others continued growth in the golf population, the growing participation in golf by the millennials and female, and the continued development of golf in emerging markets, such as China and Middle East, the continued development in off-line golf activities, the gradual decline in the inflation rate and global interest rate, the recovery of economy in major economies, the realization of synergy from acquisitions of other golf shaft industry player, and the reach of economy of scale with increased operation scale;

•        FST will be able to grow the brand recognition for its KBS shafts in the United States through opening additional boutiques and collaborating with other golf club brands;

•        FST will successfully select, acquire and merge its operation with an acquisition target in the golf shaft industry space, which in turn, will lead to increased manufacturing capacity, cost-savings through economy of scale, increased revenue, and improved industry competitive position;

•        FST will complete its planned acquisition within the timeframe as planned;

•        FST will be able to continue to develop golf shafts accepted and liked by the golf community, and design new golf shafts for the growing niches in the market, such as millennials, who are more cost-sensitive, and females, who prefer light weight shafts;

•        FST will be able to successfully market its products in other markets, such as Europe, Japan, Korea, China and Middle East, each may have difference customer preferences as compared with the United States;

•        FST will be able to manage its cost of operation and realize cost-saving after its planned acquisition. Reduction in costs associated with manufacturing overhead, warranty and logistics are taken into consideration as well; and

•        other key assumptions impacting profitability projections including headcount, third party contractors, engineering consulting and prototyping spend, but excluding costs associated with public company operations and compliance.

For description of the quantitative assumptions based on which the projections were prepared, see the section entitled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of Financial and Valuation Analyses of FST.” Note the unaudited projected financial information is subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the unaudited projected financial information, including, among others, risks and uncertainties relating to FST’s business, industry performance, the regulatory environment, and general business and economic conditions. For more information, see “Risk Factors — CayCo’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by its management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, CayCo’s actual operating results may differ materially and adversely from those forecasted or projected. ”

Q:     Do I have redemption rights?

A:     If you are a Public Shareholder, you have the right to demand that we redeem your Public Shares for a pro rata portion of the cash held in our Trust Account, calculated as of two (2) Business Days prior to the consummation of the Business Combination. We refer to the right to demand redemption of the Public Shares as “redemption rights.”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his or her or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares.

Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed and converted into cash.

Furthermore, under the Business Combination Agreement, as one of the Closing Conditions, we shall not redeem Public Shares that would cause our net tangible assets to be less than $5,000,001 following such redemptions, unless such condition have been waived by all parties.

Q:     Will how I vote on the Business Combination affect my ability to exercise my redemption rights?

A:     No. A Public Shareholder may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or votes on such proposal at all, or if it is a shareholder on the Record Date. This means that any Public Shareholder holding Public Shares may exercise redemptions rights so long as it holds Public Shares as of the date it tenders the shares for redemption, regardless of whether it is entitled to vote on any of the SPAC Shareholder Proposals and regardless of whether it votes at all.

Q:     How do I exercise my redemption rights?

A:     If you are a Public Shareholder and wish to exercise your redemption rights, you must demand that we redeem your shares for cash and tender your Public Shares to Continental Stock Transfer & Trust Company, our transfer agent, no later than two (2) Business Days prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificates (if any) and other redemption forms to the transfer agent or by delivering your Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Public Shares are properly tendered for redemption. Any Public Shareholder satisfying the requirements for exercising redemption rights will be entitled to a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $[•] per share, as of the Record Date), less any owed but unpaid taxes on the funds in the Trust Account and deferring underwriting fees. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a Public Shareholder, may be withdrawn at any time up to the deadline for submitting redemption requests, which is [•], 2024 (two (2) Business Days prior to the date of the Extraordinary General Meeting), and thereafter, with our consent, until the Closing. If you deliver your share certificates (if any) and other redemption forms to our transfer agent and later decide prior to the Extraordinary General Meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed at the end of this section or, if you hold your shares in “street name,” by contacting your bank, broker or other nominee and following their instructions to withdraw your request for redemption.

Any corrected or changed written exercise of redemption rights must be received by our transfer agent at least two (2) Business Days prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms or Public Shares have been delivered (either physically or electronically) to the transfer agent.

If you are a Public Shareholder and you exercise your redemption rights validly, it will not result in loss of any SPAC Public Warrants that you may hold.

Q:     If I am a holder of the SPAC Public Warrants, can I exercise redemption rights with respect to my warrants?

A:     No. Warrant holders have no redemption rights with respect to such securities.

Q:     Can the Sponsors and their respective affiliates redeem their Founder Shares and/or Converted SPAC Public Shares, as the case may be, in connection with the consummation of the Business Combination?

A:     No. The Sponsors and their respective affiliates have agreed to waive their redemption rights with respect to the Converted SPAC Public Shares, the SPAC Public Shares that they may acquire and SPAC Class B Ordinary Shares they may hold in connection with the consummation of the Business Combination, pursuant to the SPAC

IPO Letter Agreement, and they did not, and are not expected to, receive any consideration in exchange for such waiver. As set forth in the SPAC IPO Letter Agreement, the relevant parties agreed to waive their redemption rights in order to induce SPAC and the underwriters of SPAC IPO to enter into the SPAC IPO Underwriting Agreement and to proceed with the SPAC IPO.

Q:     What are the U.S. federal income tax consequences to me if I exercise my redemption rights?

A:     We expect that a U.S. Holder (as defined below in the section titled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its SPAC Class A Ordinary Shares will generally be treated as selling such SPAC Class A Ordinary Shares resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of SPAC Class A Ordinary Shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. The U.S. federal income tax consequences of the redemption depend on your particular facts and circumstances. In addition, the potential application of the “passive foreign investment company” rules may impact such tax consequences as described below in the section titled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights to U.S. Holders — PFIC Considerations.” For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, please see the section titled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities.” We urge you to consult your own tax advisors regarding the tax consequences of exercising your redemption rights, including with respect to the application of the “passive foreign investment company” rules to any such exercise of redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available and have been validly exercised and not effectively withdrawn or lost, dissenting shareholders are entitled to receive fair value for their shares as determined by the Grand Court of the Cayman Islands.

Regardless of whether shareholder appraisal rights are or are not available, Holders of SPAC Class A Ordinary Shares are still entitled to exercise the rights of redemption as set out herein. However, Holders of SPAC Class A Ordinary Shares who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein.

In order for Holders of SPAC Class A Ordinary Shares to validly exercise their appraisal rights in connection with the Business Combination under the Cayman Companies Act, they must provide to Chenghe prior to the Extraordinary General Meeting their written objection to the Business Combination and a statement demanding the payment for their SPAC Class A Ordinary Shares, and subsequently comply with all procedures and requirements of Section 238 of the Cayman Companies Act for the exercise of shareholder appraisal rights.

In essence, that procedure is as follows: (i) as noted above, the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice of such approval to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent in respect of all of his shares, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in (iii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the dissenting shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the dissenting shareholder such amount; and (v) if the company and the dissenting shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Grand Court of the Cayman Islands to determine the fair value, and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached

by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     The net proceeds of the SPAC IPO, together with a portion of the proceeds from the sale of the warrants in a private placement to the Old SPAC Sponsor, equal in the aggregate to $132,600,000, were placed in the Trust Account immediately following the SPAC IPO.

On April 13, 2023, we held the First Extension Meeting, in connection with which, shareholders holding 7,399,517 SPAC Class A Ordinary Shares elected to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $77.5 million (approximately $10.47 per SPAC Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately $58.6 million remained in the Trust Account.

On September 8, 2023 and September 19, 2023, BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch respectively notified SPAC that they would not act in any capacity in connection with the Business Combination and waived their entitlement to the deferred underwriting commission solely with respect to the Business Combination under and pursuant to the SPAC IPO Underwriting Agreement, dated January 24, 2022, by and among SPAC and BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, acting individually and as representatives of the several underwriters named therein (waivers of BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, collectively, the “BofA and Banco BTG Fee Waiver”).

On October 25, 2023, we held the Second Extension Meeting, in connection with which, shareholders holding 1,658,610 SPAC Class A Ordinary Shares elected to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18.1 million (approximately $10.94 per SPAC Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately $43.0 million remained in the Trust Account.

On September 30, 2024, SPAC filed a definitive proxy statement on Schedule 14A with the SEC for a potential Third Extension. SPAC Public Shareholders will have the right to redeem the Public Shares for a pro rata portion of the funds then in the Trust Account in connection with the Third Extension. If the Third Extension is approved by SPAC Shareholders, SPAC expects that certain amount of the funds in the Trust Account would be released to pay redeeming shareholders. If the Third Extension is approved by SPAC Shareholders, SPAC commits to pay the relevant Third Extension Extra Contribution.

After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Public Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination. Any remaining cash will be used for working capital and general corporate purposes of the Post-Closing Company.

Q:     What happens to SPAC if the Third Extension Amendment Proposal is approved by SPAC Shareholders?

A:     If the Third Extension Amendment Proposal and the other proposals as described in the definitive proxy statement on Schedule 14A filed by SPAC with the SEC on September 30, 2024 are approved, certain amount of the funds in the Trust Account will be released to pay redeeming shareholders of SPAC, and the percentage interest of SPAC Ordinary Shares held by SPAC Sponsors as a result of their ownership of the SPAC Ordinary Shares.

SPAC will have until November 27, 2024, or if SPAC Board so elects, up to April 27, 2025 (assuming extension contributions are paid) to consummate an initial business combination. However, SPAC is listed on The Nasdaq Global Market and Nasdaq Listing Rule IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of SPAC, would be January 27, 2025. Nasdaq Listing Rule IM-5810-1 provides that Nasdaq will inform a company that its securities are immediately subject to suspension and delisting in the event that the company fails to comply with rule IM-5101-2. If SPAC Board elects to extend SPAC Termination Date beyond January 27, 2025, such extension would extend SPAC’s life beyond such 36-month deadline. As a result, SPAC’s securities will be delisted and such delisting could limit investors’ ability to make transactions in its securities and subject SPAC to additional trading restrictions. For further information on risks associated with the approval of the Third Extension Amendment Proposal, please refer to “Risk Factors — The Third Extension proposed by SPAC contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in SPAC’s securities or lead SPAC to be delisted from Nasdaq.”

Q:     What are the potential impacts on the Business Combination resulting from the BofA and Banco BTG Fee Waiver?

A:     In connection with the Sponsor Sale, SPAC approached BofA Securities, Inc., and Banco BTG Pactual S.A. — Cayman Branch to discuss waiver of deferred underwriting commission in September 2023.

On September 8, 2023 and September 19, 2023, BofA Securities, Inc., and Banco BTG Pactual S.A. — Cayman Branch respectively notified SPAC that they would not act in any capacity in connection with the Business Combination and waived their entitlement to the deferred underwriting commission solely with respect to the Business Combination under and pursuant to the SPAC IPO Underwriting Agreement, dated January 24, 2022, by and among SPAC and BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, acting individually and as representatives of the several underwriters named therein.

The deferred underwriting commission would have become due upon the consummation of the Business Combination because BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch had performed all their obligations under the SPAC IPO Underwriting Agreement to obtain their fee and are therefore gratuitously waiving their right to be compensated. Such fee waivers for services already rendered is unusual. Based on discussions with BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, the principal reason for the waiver of their respective deferred fee was due to their respective internal policies in relation to de-SPAC processes. BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch did not and currently do not hold any advisory or other role in connection with the Business Combination following the issuance of waiver letters nor did they assist in the identification or evaluation of business combination targets in any significant respect.

On December 2, 2021, SPAC signed an engagement letter with BofA Securities, Inc., pursuant to which, SPAC engaged BofA Securities, Inc. to act as its financial advisor in connection with the proposed SPAC IPO. SPAC does not believe that this engagement letter will adversely affect the Business Combination in any manner as BofA Securities, Inc. has waived its entitlement to the deferred underwriting commission solely with respect to the Business Combination. In addition, BofA Securities, Inc. and its affiliates no longer enjoy rights of first refusal to act as the SPAC’s non-exclusive placement agent in connection with any private investment in public equity transaction in connection with a financing to fund the Business Combination since such rights expire the earlier of (i) the date that is two years from the date of the SPAC IPO and (ii) the date on which SPAC has effectuated an initial Business Combination. There are certain provisions of such engagement letter which would survive a termination, including that (x) BofA Securities, Inc. will keep confidential certain information provided to it in connection with its engagement; (y) the engagement letter and any claims, counterclaims or disputes that may arise out of or relate to it will be governed by and construed in accordance with the laws of the State of New York and (z) BofA Securities, Inc. will be entitled to customary indemnification from SPAC. SPAC did not enter into an engagement letter with Banco BTG Pactual S.A. — Cayman Branch.

SPAC continues to have customary obligations with respect to use of information and indemnification under the SPAC IPO Underwriting Agreement. In addition, the BofA and Banco BTG Fee Waiver stipulates waiver of deferred underwriting commission solely with respect to the Business Combination and the firms do not forfeit or waive any claim or right they may otherwise have under the SPAC IPO Underwriting Agreement. These provisions include SPAC’s obligation to (i) indemnify and hold harmless each underwriter, the directors, officers, employees and agents of each underwriter, each person who controls any underwriter and each affiliate of each underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the SPAC IPO registration statement, any preliminary prospectus, the pricing prospectus or the prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any “roadshow” as defined in Rule 433(h) under the Securities Act or any testing-the-waters communication, each used in connection with the SPAC IPO, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such action or claim; subject in each case to customary exceptions.

In addition, the SPAC IPO Underwriting Agreement described above contains a contribution provision in the event that the indemnity obligations are unavailable or insufficient to hold harmless an indemnified party, however, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the offered securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay. There can be no assurance that SPAC would have sufficient funds to satisfy such indemnification claims.

We have requested BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch to confirm that they agree with the disclosure regarding their waiver of entitlement to the deferred underwriting commission and the risks and conclusions stated herein that are associated with their roles. BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch have declined to provide any confirmatory letters and have not otherwise confirmed whether they agree with such disclosure. There can be no assurances that the firms agree with the relevant disclosure and no inference can be drawn to this effect.

The withdrawal of BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch indicates that the firms do not want to be associated with the disclosure or underlying business analysis related to the Business Combination and that they claim no role in the Business Combination and disclaim any responsibility for any of the disclosure in this Registration Statement/Proxy Statement. The firms are not involved in the preparation of this Registration Statement/Proxy Statement. Therefore, investors should not place any reliance on the fact that either firm has been previously involved with the SPAC IPO.

As of the date hereof, there is no dispute between any of the SPAC, BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, or any combination of the foregoing with respect to the BofA and Banco BTG Fee Waiver. We do not believe that the Business Combination is adversely impacted by the BofA and Banco BTG Fee Waiver. However, SPAC Public Shareholders may be more likely to elect to redeem their shares as a result of the BofA and Banco BTG Fee Waiver. See also “Risk Factors — Each of BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch has not been involved with the preparation of the disclosure in this Registration Statement/Proxy Statement or the underlying transactions contemplated by the Business Combination.”

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of redemptions by Public Shareholders. To the extent that there are fewer public shares and public shareholders, the trading market for the ordinary shares of the Post-Closing Company may be less liquid than the market was for SPAC Public Shares prior to the Transactions, and the Post-Closing Company may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to the Post-Closing Company following the consummation of the Business Combination.

Furthermore, under the Business Combination Agreement, as one of the Closing Conditions, we shall not redeem Public Shares that would cause our net tangible assets to be less than $5,000,001 following such redemptions, unless such condition have been waived by all parties.

Q:      What ownership levels will current shareholders of Chenghe, the Sponsors, and the FST Shareholders and their affiliates have in CayCo after consummation of the Business Combination?

A:     In connection with the Business Combination, Chenghe and FST agreed on a fixed pre-money equity value of U.S.$400 million for the Post-Closing Company. At the consummation of the FST Restructuring, CayCo will issue and allot to each FST Shareholder who agrees to participate in the FST Restructuring in respect of each Company Share owned by such person, a number of CayCo Ordinary Shares that is no more than the Subscription Factor, which is the number resulting from dividing (x) the result of the quantity of U.S.$400 million divided by U.S.$10.00, by (y) the Aggregate Fully Diluted Company Shares as at the time of calculation, and the aggregate number of such CayCo Ordinary Shares will be equal to the product of (x) total number of Company Shares owned by the Company Shareholders who have signed the Company Restructuring Documents and (y) the Subscription Factor. Any increase in the number of FST Shareholders who participate in the FST Restructuring will increase in the number of CayCo Ordinary Shares issued in connection with the FST Restructuring and at

the consummation of the Business Combination. As of the date of this Registration Statement/Proxy Statement, none of CayCo, FST and Chenghe has entered into any agreement with any investor in relation to the PIPE Investment.

In addition, FST shall, as soon as practicable and to the extent legally feasible under the applicable laws after the closing of the Business Combination, enter into and consummate a transaction with CayCo for CayCo to acquire the Company Shares owned by the Remaining Company Shareholders or other alternative transactions to be agreed by the New SPAC Sponsor and FST. For the illustrative purpose only, we assume that at the consummation of the FST Restructuring, all FST Shareholders agree to participate in the FST Restructuring.

Assuming none of the Public Shareholders demand redemption pursuant to the Chenghe Articles, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 61.70% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.42% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 18.10% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 6.40% of the Post-Closing Company’s total issued and outstanding share capital; and (v) the holders of Public Warrant will hold approximately 10.55% of the Post-Closing Company’s total issued and outstanding share capital.

Assuming intermediate redemptions by Public Shareholders, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 63.74% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.35% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 18.70% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 3.31% of the Post-Closing Company’s total issued and outstanding share capital; and (v) the holders of Public Warrant will hold approximately 10.90% of the Post-Closing Company’s total issued and outstanding share capital.

Assuming maximum redemptions by Public Shareholders, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 64.89% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.42% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 19.04% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 1.51% of the Post-Closing Company’s total issued and outstanding share capital; and (v) the holders of Public Warrant will hold approximately 11.10% of the Post-Closing Company’s total issued and outstanding share capital.

The following table illustrates the ownership levels in the Post-Closing Company, assuming consummation of the Business Combination, the Company Acquisition Percentage reaching 100% at the consummation of the FST Restructuring and assuming the exercise of all issued and outstanding SPAC Warrants, and no redemptions by Public Shareholders, 50% redemptions by Public Shareholders (the “Intermediate Redemption”) and the redemptions by Public Shareholders holding 3,031,981 Public shares, so that following the redemption, (i) SPAC will be able to pay total liabilities in the amount of $4.39 million as of June 30, 2024 from the Trust Account at the Closing; (ii) SPAC will be able to pay approximately $1.07 million of estimated transaction expenses incurred in connection with the Business Combination from the Trust Account at the Closing; and (iii) after the payment of liabilities and expenses set forth in (i) and (ii) above, SPAC will have U.S.$5,000,001 net asset at the Closing as required by the Business Combination Agreement, which will be distributed immediately to CayCo

at the written instruction of the chief executive officer of CayCo, and used for working capital and general corporate purposes (the “Maximum Redemption”). The amounts of percentage ownership and voting power will change if the actual facts differ from the assumptions.

____________

(1)      Assumes that 1,970,937 Public Shares are redeemed for aggregate redemption payments of approximately $22.52 million, assuming a $11.43 per share redemption price and based on funds in the Trust Account as of June 30, 2024.

(2)      Assumes that 3,031,981 Public Shares are redeemed for aggregate redemption payments of approximately $34.64 million, assuming a $11.43 per share redemption price and based on funds in the Trust Account as of June 30, 2024. The number of Public Shares redeemed under the maximum redemption scenario is calculated based on the assumptions that following the redemption, (i) SPAC will be able to pay total liabilities in the amount of $4.39 million as of June 30, 2024 from the Trust Account at the Closing; (ii) SPAC will be able to pay approximately $1.07 million of estimated transaction expenses incurred in connection with the Business Combination from the Trust Account at the Closing; and (iii) after the payment of liabilities and expenses set forth in (i) and (ii) above, SPAC will have U.S.$5,000,001 net asset at the Closing as required by the Business Combination Agreement. Assuming a $11.43 per share redemption price, the number of Public Shares remaining outstanding following the redemption must be at least 909,892 shares for SPAC to fulfill all of the abovementioned assumptions.

(3)      On November 8, 2023, the New SPAC Sponsor notified Chenghe that it elected to convert 1,058,127 Founder Shares to the same number of SPAC Public Shares. On November 16, 2023, 1,058,127 Founder Shares were converted into the same number of Converted SPAC Public Shares. The Converted SPAC Public Shares are identical to the SPAC Public Shares, except that (i) they are entitled to registration rights, (ii) they are subject to the transfer restrictions as set forth in the SPAC IPO Letter Agreement, (iii) pursuant to the SPAC IPO Letter Agreement, the Sponsors agreed to waive their redemption rights with respect to the Converted SPAC Public Shares in connection with (A) the SPAC’s initial business combination, (B) a shareholder vote to approve an amendment to the SPAC’s constitutional documents to (x) modify the substance or timing of the SPAC’s obligation to allow redemption in connection with the SPAC’s initial business combination, or to redeem 100% of SPAC Public Shares if SPAC has not completed an initial business combination by the Extended Deadline or (y) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity

(4)      The Sponsors and their affiliates’ total potential ownership interest in the post-Closing Company, assuming the exercise and conversion of all securities following the Closing, including the SPAC Private Placement Warrants, the Converted SPAC Public Shares as described above, and Founder Shares, is estimated to comprise approximately 18.10% of outstanding CayCo Ordinary Shares in a no redemption scenario, 18.70% of outstanding CayCo Ordinary Shares in an intermediate redemption scenario and 19.04% of outstanding CayCo Ordinary Shares in a maximum redemption scenario.

(5)      Assumes the exercise of all issued and outstanding SPAC Public Warrants, each for one CayCo Ordinary Share, at the closing of the Business Combination.

(6)      Assumes the exercise of all issued and outstanding SPAC Private Placement Warrants, each for one CayCo Ordinary Share, at the closing of the Business Combination. As of the date of this Registration Statement/Proxy Statement, the Sponsors have not extended any working capital loan to Chenghe, which may be convertible into warrants at the option of the Sponsors. None of Chenghe, its directors and officers are aware of any intention to obtain any working capital loan which may be convertible into warrants from the Sponsors.

Dilution

Dilution per share to the original investors in SPAC is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on SPAC’s net tangible book value per share, from the initial public offering price per share paid by original investors in SPAC as set forth as follows under the three redemption scenarios:

____________

(1)      SPAC’s net tangible book value was calculated by total assets minus total liabilities minus ordinary shares subject to redemption.

(2)      SPAC’s net tangible book value was adjusted for (i) trust account balance as a result of different level of redemption; and (ii) transaction expenses that have not recorded on SPAC’s financial statements as of June 30, 2024, which will have impacts on the calculation of net tangible book value upon closing.

For each of the three redemption scenarios, potential dilution results in the amount of non-redeeming shareholders’ interest per share being at least the SPAC IPO price per share of ordinary share:

____________

*        This table does not include potential sources of dilution that are not probable or not automatically convertible upon the consummation of the Business Combination.

The above discussion and table are based on 7,191,873 SPAC Ordinary Shares outstanding on June 30, 2024, and excludes, as of such date, the following, which is a material potential sources of future dilution that is considered improbable by the Company to be effected at or prior to the consummation of the Business Combination:

(i)     Up to 14,400,000 shares issuable upon exercise of Public Warrants and Private Placement Warrant. Such warrants are not exercisable until 30 days after the Closing Date, at which point they are exercisable, at the holder’s election, until the five year anniversary of the Closing Date, at an exercise price of $11.50 (subject to adjustment). If all of such warrants are exercised, the number of outstanding shares will be increased by 14,400,000 shares, and the adjusted net book value will be increased by $165,600,000.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of Closing Conditions, including among others, (i) the accuracy of representations and warranties to various standards, from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect for the Company, (iv) the Company Acquisition Percentage reaching at least 90%; (v) the consummation of the FST Restructuring, (v) the delivery of customary closing certificates, (vi) the receipt of Taiwan DIR Approval and such approval being effective, (vii) the absence of a legal prohibition on consummating the Transactions, (viii) the absence of a legal prohibition on consummating the transactions, (ix) approval by Chenghe’s and FST’s shareholders, (x) approval of a listing application on the applicable Stock Exchange for newly issued shares, and (xi) Chenghe having at least U.S.$5,000,001 of net tangible assets remaining after redemption. For a description of the Closing Conditions, see the section titled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.”

Q:     What happens if the Business Combination is not consummated?

A:     If we do not complete the Business Combination for whatever reason, we would search for another target business with which to complete a business combination. If we do not complete the Business Combination or another business combination by the Extended Deadline, we must redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares and, following such redemption, we will liquidate and dissolve. Our holders of the Founder Shares waived their redemption rights with respect to ordinary shares owned by them in the event a business combination is not effected in the required time period.

Q:     How do our Sponsors intend to vote on the proposals?

A:     The Sponsors beneficially own and are entitled to vote an aggregate of 45.2% of our issued and outstanding ordinary shares prior to the Business Combination. They have agreed to vote their shares in favor of the Business Combination Proposal and all other proposals being presented at the Extraordinary General Meeting, and to not exercise redemption rights with respect to their shares.

Q:      What interests do the Sponsors and our current directors and officers have in the Business Combination?

A:      In considering the recommendation of Chenghe Board to vote in favor of the Business Combination, shareholders should be aware that, our Sponsors, directors and officers have interests in the Business Combination that are different from, or in addition to, those of unaffiliated shareholders generally, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate, subject always to their fiduciary duties under Cayman Islands law. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to shareholders, considering that these interests would be disclosed in this Registration Statement/Proxy Statement. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Old SPAC Sponsor paid an aggregate of $25,000 for 3,250,000 Founder Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by the Extended Deadline. Based on the closing price for the Public Shares of $11.55 on the Nasdaq on September 11, 2024, after giving effect to the Sponsor Sale, the value of the Founder Shares held by the Old SPAC Sponsor would be $6,930,000;

•        the fact that our Old SPAC Sponsor paid an aggregate of approximately $7,900,000 for its 7,900,000 SPAC Private Placement Warrants to purchase SPAC Class A Ordinary Shares and that such SPAC Private Placement Warrants will expire worthless if a business combination is not consummated by the Extended Deadline;

•        the fact that the New SPAC Sponsor entered into the Sponsor Sale SPA with the Old SPAC Sponsor for the acquisition of an aggregate of (i) 2,650,000 SPAC Class B Ordinary Shares and (ii) 7,900,000 SPAC Private Placement Warrants held by the Old SPAC Sponsor for an aggregate purchase price of $1.00 plus $450,000 extension contribution payment incurred prior to the date of the Sponsor Sale SPA and other extension payments that may become due after the Sponsor Sale, and in accordance with the terms of the Trust Agreement. Based on the closing price for the Public Shares of $11.55 on the Nasdaq on September 11, 2024, the value of the Founder Shares held by the New SPAC Sponsor would be $18,386,133.15, and the value of the Converted SPAC Public Shares held by the New SPAC Sponsor would be $12,221,366.85;

•        the fact that the Sponsors are anticipated to hold 18.10% of issued and outstanding shares of the Post-Closing Company immediately following the Business Combination (assuming no redemptions of our Public Shareholders and the exercise of SPAC Private Placement Warrants);

•        the fact that, given the differential in the purchase price that our Sponsors paid for the Founder Shares and the purchase price that the Sponsors paid for the SPAC Private Placement Warrants as compared to the price of the Public Shares and SPAC Public Warrants and the substantial number of SPAC Class A Ordinary Shares that the Sponsors and these individuals will receive upon conversion of the Founder Shares and (as applicable) SPAC Private Placement Warrants, the Sponsors and these individuals can earn a positive return on their investment, even if Public Shareholders have a negative return on their investment;

•        the fact that our Sponsors have agreed not to redeem any SPAC Ordinary Shares held by them in connection with the shareholder vote to approve a proposed initial business combination pursuant to the SPAC IPO Letter Agreement;

•        the fact that our Sponsors will lose their entire investment in us if an initial business combination is not consummated by the Extended Deadline. Our Sponsors, officers and directors and their respective affiliates have not incurred any out-of-pocket fees and expenses in relation to our initial business combination since the SPAC IPO, except that, on October 25, 2023, SPAC issued a non-interest bearing non-convertible unsecured promissory note to the New SPAC Sponsor, for a principal amount of up to $1,960,000 (the “October 2023 Note”), and on July 11, 2024, SPAC issued a non-interest bearing non-convertible unsecured promissory note to the New SPAC Sponsor, for a principal amount of up to $500,000 (the “July 2024 Note”). As of October 14, 2024, the total outstanding amount under the October 2023 Note and the July 2024 Note was $1,520,084 and $17,000, respectively;

•        the fact that our Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares held by them if we fail to complete an initial business combination by the Extended Deadline;

•        the fact that our Sponsors, officers, directors and their respective affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investing possible business targets and business combinations. However, if we fail to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, we may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated by the Extended Deadline;

•        the right of our Sponsors to hold the CayCo Ordinary Shares and CayCo Warrants following the Business Combination, subject to certain lock-up periods;

•        in the event of the liquidation of the Trust Account upon the failure of the Company to consummate a business combination by the Extended Deadline, our Sponsors have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of the SPAC IPO against certain liabilities, including liabilities under the Securities Act;

Shareholders should also be aware that interests of FST, FST officers and directors may be inherently different from the interests of unaffiliated SPAC Shareholders, which could cause them to pursue terms of Business Combination less favorable to non-redeeming shareholders, and they owe no fiduciary duty to SPAC Shareholders. After Closing, certain FST officers and directors will be appointed as officers and directors of CayCo and certain of them will hold CayCo Ordinary Shares, assuming no redemption, amounting to 20.11% of CayCo Ordinary Shares post-Closing. Given the differential in the purchase price that FST officers and directors paid for the FST Shares they hold (i.e., less than approximately NTD 306.20 per share) and the price of the Public Shares and the number of CayCo Ordinary Shares the FST officers and directors will receive upon exchange of the FST Shares, the FST officers and directors can earn a positive return on their investment, even if the Public Shareholders have a negative return on their investment. See “Beneficial Ownership of CayCo Securities after Business Combination” on page 309. Furthermore, Chenghe intends to use substantially all of the funds held in the Trust Account to complete the Business Combination, after the payment to SPAC Public Shareholders who have validly redeemed their SPAC Shares upon Closing, and any remaining amount will be used as working capital to finance the operations of CayCo, make other acquisitions and pursue its growth strategies. See “Summary of Registration Statement/Proxy Statement — The Business Combination — Sources and Uses of Funds for the Business Combination” on page 43.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, which is set for [•], 2024; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to other customary closing conditions. Furthermore, the signing parties to the Business Combination Agreement will have the right to terminate the Business Combination Agreement if the Business Combination is not consummated by the Agreement End Date, subject to certain conditions and exceptions.

Q:     What do I need to do now?

A:     We urge you to carefully read and consider the information contained in this Registration Statement/Proxy Statement, including the annexes, and to consider how the Business Combination will affect you as a shareholder. Shareholders should then vote as soon as possible in accordance with the instructions provided in this Registration Statement/Proxy Statement and on the enclosed proxy card.

Q:     When and where will the Extraordinary General Meeting take place?

A:     The Extraordinary General Meeting will be held at [•] a.m. Eastern Time, on [•], 2024 at [•] and virtually over the Internet by means of a live webcast. You may also attend the Extraordinary General Meeting webcast by accessing the web portal located at [•] and following the instructions set forth below. In order to maintain the interactive nature of the Extraordinary General Meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

•        vote via the web portal during the Extraordinary General Meeting webcast; and

•        submit questions or comments to our directors and officers during the Extraordinary General Meeting.

Shareholders who have registered for the meeting and entered a valid control number may submit questions or comments during the meeting through the Extraordinary General Meeting webcast by typing in the “Submit a question” box.

To register for and attend the Extraordinary General Meeting virtually, please follow these instructions as applicable to the nature of your ownership of ordinary shares:

•        Shares Held of Record.    If you are a record holder, and you wish to attend the Extraordinary General Meeting virtually, go to [•], enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the Extraordinary General Meeting, you will need to log back into the meeting site using your control number.

•        Shares Held in Street Name.    If you hold your ordinary shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially own or, if you wish to attend the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and email a copy (a legible photograph is sufficient) of your

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this Registration Statement/Proxy Statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the SPAC Shareholder Proposals to be voted on at the SPAC Shareholders’ Meeting. The risks discussed herein have been identified based on an evaluation of the historical risks faced by the Company and the SPAC and relate to current expectations as to future risks that may result from the Business Combination. Certain of the following risk factors apply to the business and operations of the Company and will also apply to the business and operations of CayCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of CayCo following the Business Combination. This could cause the trading price of the CayCo Ordinary Shares, the SPAC Units, the SPAC Warrants, or the CayCo Warrants to decline, perhaps significantly, and you therefore may lose all or part of your investment. You should carefully consider the following risk factors in conjunction with the other information included in this Registration Statement/Proxy Statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” “Company Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “SPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of the Company, the financial statements of SPAC and notes to the financial statements included herein. The risks discussed below are not exhaustive and are based on certain assumptions made by CayCo, SPAC and the Company which later may prove to be incorrect or incomplete. Investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of the Company, SPAC and CayCo. Each of CayCo, SPAC and the Company may face additional risks and uncertainties that are not presently known to it, or that are currently deemed immaterial, which may also impair its business or financial condition. The “Company” in this section refers to FST.

Risks Related to CayCo and the Company’s Business

A reduction in the number of rounds of golf played or in the number of golf participants could adversely affect the Company’s business, results of operation and financial condition.

The Company generates a substantial portion of its revenues from the sale of golf-related products, including golf club shafts and golf accessories. The demand for golf-related products in general, and golf club shafts in particular is directly related to the number of golf participants and the number of rounds of golf being played by these participants. If golf participation decreases or the number of rounds of golf played decreases, sales of the Company’s products may be adversely affected, which, in turn, could have material adverse effect on the Company’s business, results of operation and financial condition.

In addition, the demand for golf products is also driven by the visibility and popularity of golf through various media, including magazines, cable channels and television coverage of golf tournaments and attendance at golf events. The Company relies on the exposure of its products through advertising, other media coverage, or being used in golf tournaments. Any significant reduction in media coverage of, or attendance at, golf tournaments and events (whether as a result of COVID-19-related restrictions or otherwise) or any significant reduction in the popularity of golf magazines or golf television channels, could reduce the visibility of the Company’s brand and could adversely affect the Company’s sales, which, in turn, could have material adverse effect on the Company’s business, results of operation and financial condition.

The Company may have limited opportunities for future growth in sales of golf club shafts.

In order for the Company to significantly grow its sales of golf club shafts, the Company must either increase its share of the market for golf club shafts, enter into new geographic regions, or the overall market for golf products must grow. The golf industry is very competitive. As such, gaining incremental market share quickly or at all is difficult. Therefore, opportunities for additional market share may be limited given the challenging competitive nature of the golf industry, and the overall dollar volume of worldwide sales of golf club shafts may not grow or may decline.

Unfavorable economic conditions, including as a result of lingering COVID-19 effects, inflation, geopolitical events or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact the Company’s results of operations, financial condition and cash flows.

The Company’s golf-related products are recreational in nature and are therefore discretionary purchases for consumers. Consumers are generally more willing to make discretionary purchases of golf products and to spend on leisure and out-of-home entertainment during favorable economic conditions and when consumers are feeling confident and prosperous. The demand for these entertainment and recreational activities is highly sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as other adverse economic or market conditions due to lingering COVID-19 effects, inflation, geopolitical events including military or trade conflicts or otherwise may lead to customers having less discretionary income to spend on entertainment and recreational activities, and may result in significant fluctuations and spending patterns year to year. Discretionary spending is also affected by many other factors, including general business conditions, interest rates, the availability of consumer credit, taxes and consumer confidence in future economic conditions. Purchases of the Company’s products and services could decline during periods when disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. A significant or prolonged decline in general economic conditions or uncertainties regarding future economic prospects that adversely affect consumer discretionary spending, whether in the United States, Japan or other markets, could result in reduced sales of the Company’s products, which in turn would have a negative impact on the Company’s results of operations, financial condition and cash flows.

A severe or prolonged economic downturn could adversely affect the Company’s customers’ financial condition, their levels of business activity and their ability to pay trade obligations.

The Company primarily sells its golf products to retailers directly and through wholly-owned foreign subsidiaries, and to foreign distributors. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from these customers. However, a severe or prolonged downturn in the general economy could adversely affect the retail market, which would in turn negatively impact the liquidity and cash flows of the Company’s customers, including the ability of such customers to obtain credit to finance purchases of the Company’s products and to pay their trade obligations. A failure by the Company’s customers to pay on a timely basis a significant portion of outstanding account receivable balances would adversely impact the Company’s results of operations, financial condition and cash flows.

The Company faces intense competition in the golf club shaft market, and if it is unable to compete effectively, it could have a material adverse effect on its business, results of operations, financial condition and growth prospects.

The golf club shaft business is highly competitive, and is served by a number of well-established and well-financed companies, which generally entered into the market earlier than the Company, each with a competitive brand. The Company encounters competition from U.S. and other international companies in price, delivery, performance, product innovation, and product recognition and quality. These competitors may be better able to withstand a change in conditions within the golf club shafts, a change in the prices of raw materials or a change in the economy as a whole.

With respect to golf club shaft sales, new product introductions, price reductions, consignment sales, extended payment terms, “closeouts,” including closeouts of products that were recently commercially successful, and significant tour and advertising spending by competitors continue to generate intense market competition. Successful marketing activities, discounted pricing, consignment sales, extended payment terms or new product introductions by competitors could negatively impact the Company’s future sales.

The Company believes that to be competitive, it also needs to continue to incur significant expenses in tour, advertising and promotional support. In addition, the Company has invested, and may continue to invest in the future, significant capital into upgrades to its manufacturing facilities to remain on the forefront of technological and competitive innovation. The Company may also in the future acquire other business operating in the golf club shaft industry to increase its market share, brand visibility and pricing power. However, unless there is a material change in competitive conditions, these competitive pressures and increased costs will continue to adversely affect the profitability of the Company’s golf equipment business.

If the Company is unable to successfully manage the frequent introduction of new products that satisfy changing consumer preferences, it could significantly and adversely impact its financial performance and prospects for future growth.

The Company’s golf club shaft products, like those of its competitors, generally have life cycles of two years to three years, with sales occurring at a much higher rate in the first year than in the second. Factors driving these short product life cycles include the rapid introduction of competitive products and consumer demands for the latest technology. In this marketplace, a substantial portion of the Company’s annual revenues is generated each year by products that are in their first year of their product life cycle.

These marketplace conditions raise a number of issues that the Company must successfully manage. For example, the Company must properly anticipate consumer preferences and design products that meet those preferences while also complying with significant restrictions imposed on golf equipment by rules governing the game of golf, such as the Rules of Golf published by the United States Golf Association or its new products will not achieve sufficient market success to compensate for the usual decline in sales experienced by products already in the market. Second, the Company’s research and development and supply chain groups face constant pressures to design, develop, source and supply new products that perform better than their predecessors many of which incorporate new or otherwise untested technology, suppliers or inputs. Third, for new products to generate equivalent or greater revenues than their predecessors, they must either maintain the same or higher sales levels with the same or higher pricing, or exceed the performance of their predecessors in one or both of those areas. Fourth, the relatively short window of opportunity for launching and selling new products requires great precision in forecasting demand and assuring that supplies are ready and delivered during the critical selling periods. Finally, the rapid changeover in products creates a need to monitor and manage the closeout of older products both at retail and in the Company’s own inventory. Should the Company not be able to successfully manage the frequent introduction of new products that satisfy consumer demand, the Company’s results of operations, financial condition and cash flows could be significantly adversely affected.

Loss of a key customer, or a reduction in the purchase level of a key customer, could adversely affect the Company’s business, results of operation and financial condition.

The Company sells a majority of its golf club shafts to a relatively limited number of major golf club brands and sport goods distributors. Even though the Company has long standing relationships with its major customers, purchases are on a purchase order basis and such relationships are terminable at the customer’s option. Because the Company depends on a relatively limited number of major customers, its business, financial condition or results of operations could be adversely affected by the loss of any of these customers, a reduction in the purchasing levels of these customers or an adverse change in the terms of the commercial arrangements with these customers.

Loss of a key supplier or lack of product availability from suppliers could adversely affect the Company’s business, results of operation and financial condition.

The Company outsources the production of its graphite shafts to one external manufacturer and depends on a selected number of suppliers for raw materials in the production of its steel shafts. Its relationships with these key suppliers are longstanding but are terminable by either party. The loss of a key supplier, or a substantial decrease in the availability of their products, could put the Company at a competitive disadvantage and have a material adverse effect on our business or results of operations. Supply interruptions could arise from raw material shortages, inadequate manufacturing capacity or utilization to meet demand, financial difficulties, tariffs and other regulations affecting international trade, labor disputes, weather conditions affecting suppliers’ production, transportation disruptions or other reasons beyond the Company’s control.

To date, FST has not experienced any material supply interruptions from its key suppliers. The situation with suppliers remains stable, and FST continues to monitor and manage any potential risks to ensure the continuity of operations.

If the Company fails to execute its growth strategy or manage growth effectively, its business, financial condition and results of operations would be adversely affected.

The expected continued growth and expansion of the Company’s business and execution of its growth strategy may place a significant strain on management, business operations, financial condition and infrastructure and corporate culture. With continued growth, the Company’s information technology systems and its internal control over financial reporting and procedures may not be adequate to support its operations and may allow data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. The Company may also face risks to the extent such third parties infiltrate the information technology infrastructure of its contractors.

To manage growth in operations and personnel and execute its growth strategy, the Company will need to continue to improve its operational, financial and management controls and reporting systems and procedures. In addition, the Company may face difficulties as it expands its operations into new markets in which it has limited or no prior experience. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect the Company’s business, operating results and financial condition.

The Company’s strategy of using acquisitions and dispositions to position its businesses may not always be successful, which may have a material adverse impact on results of operation, financial condition and profitability of the Company.

The Company may in the future use acquisitions and dispositions in an effort to strategically position its businesses in the golf club shaft business and improve its ability to compete. The Company plans to do this by acquiring businesses complementary to existing strengths and continually evaluating the performance and strategic fit of its existing business units. The Company considers acquisitions, joint ventures and other business combination opportunities. From time-to-time, management may hold discussions with management of other companies to explore such opportunities. As a result, the relative makeup of the businesses comprising the Company may be subject to change. Acquisitions, joint ventures and other business combinations involve various inherent risks, such as: assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates; the potential loss of key personnel of an acquired business; significant transaction costs that were not identified during due diligence; the Company’s ability to achieve identified financial and operating synergies anticipated to result from an acquisition or other transaction; impairments of goodwill; and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. The amount and type of consideration and deal charges paid could have an adverse or dilutive effect on the Company’s profitability and other financial results, despite having anticipated long-term economic benefit to the Company. If acquisition opportunities are not available, or if one or more acquisitions are not successfully integrated into our operations, this could have a material adverse impact on our competitive positioning, financial results and profitability.

The Company may need new or additional financing in the future to expand its business, and its inability to obtain capital on satisfactory terms or at all may have an adverse impact on its operations and its financial results.

If the Company is unable to access capital on satisfactory terms and conditions, it may not be able to expand its business, whether through upgrading its manufacturing facility or through acquisitions. Its ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond the Company’s control. The Company may not be able to obtain new or additional financing because it may have substantial debt, its current receivable and inventory balances do not support additional debt availability or because the Company may not have sufficient cash flows to service or repay its existing or future debt. In addition, depending on market conditions and the Company’s financial performance, equity financing may not be available on satisfactory terms or at all. If the Company is unable to access capital on satisfactory terms and conditions, this could have an adverse impact on its operations and its financial results.

Failure to effectively expand the Company’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.

The Company’s ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on the Company’s ability to effectively expand its sales and marketing operations and activities. The Company relies on its business development, sales and marketing teams to obtain new original equipment manufacturers (OEMs). The Company plans to continue to expand in these functional areas but it may not be able to recruit and hire a sufficient number of competent personnel with requisite skills, technical expertise and experience, which may adversely affect The Company’s ability to expand its sales capabilities. The hiring process can be costly and time-consuming, and new employees may require significant training and time before they achieve full productivity. Recent hires and planned hires may not become as productive as quickly as anticipated, and the Company may be unable to hire or retain sufficient numbers of qualified individuals. The Company’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified personnel attaining desired productivity levels within a reasonable time. The Company business will be harmed if investment in personnel related to business development and related company activities does not generate a significant increase in revenue.

If the Company fails to expand effectively into new markets, its revenues and business may be negatively affected.

New initiatives are inherently risky, as each involves unproven business strategies and new product offerings with which the Company has limited or no prior development or operating experience. Developing the Company’s products is expensive, and the investment in product development may involve a long or unmaterialized payback cycle. Difficulties in any of its new product development efforts could adversely affect its business, financial condition and results of operations.

In addition, even if the Company’s products have achieved successful commercialization, the Company could experience increased warranty claims, reputational damage or other adverse effects, which could be material.

The Company’s investment of resources to develop new product offerings may either be insufficient or may result in expenses that are excessive as compared to revenue produced from these new product offerings. Even if the Company is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected and its prior products could become obsolete more quickly than expected.

If the Company is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue could decline, it may experience higher operating losses, and its business and prospects could be adversely affected. Further, the Company’s development efforts with respect to these initiatives could distract management from current operations and could divert capital and other resources from its existing business. If the Company does not realize the expected benefits of its investments, its business, financial condition, results of operations, and prospects, could be materially and adversely affected.

The Company has experienced operating losses and there is no guarantee that the Company can regain and maintain profitability.

In the year ended December 31, 2023, the Company recorded approximately US$2.2 million in net losses and approximately US$11.2 million negative cash flow from operating activities. The financial performance of the Company is the result of numerous factors, including:

•        the weaker demands from our customers for their spending on golf under the impact of slowdown in global economy; and

•        with the easing of the COVID-19 pandemic, golf is no longer the only outdoor sports option after the pandemic.

Although the Company’s current business focus is on restoring profitable operations, certain of its costs and expenses may continue to remain elevated in future periods, which could materially and adversely affect its future operating results if the revenue does not increase. The Company may also face increased regulatory compliance costs associated with growth, the launch of new products, and being a public company. The Company’s efforts to grow its business and offer new products have been and may continue to be more costly than it expects, the Company may not be able to increase its revenue enough to offset the increased operating expenses and the investments the Company need to make in its business, and new products may not succeed. The Company may continue to incur significant losses in the future for several reasons, including as a result of the other risks described herein, and unforeseen expenses, difficulties, complications, delays, and other presently unknown events or risks. If the Company continue to be unable to achieve and maintain consistent profitability, this would materially and adversely affect the value of its business and the Company’s securities.

The Company may not be able to maintain its engineering, technological and manufacturing expertise.

The golf club shafts industry is characterized by changing technology and evolving process development. The continued success of the Company’s business will depend upon its ability to:

•        hire, retain and expand our pool of qualified engineering and technical personnel;

•        maintain technological leadership in our industry;

•        successfully anticipate or respond to changes in manufacturing processes in a cost-effective and timely manner; and

•        successfully anticipate or respond to changes in cost to serve in a cost-effective and timely manner

The Company cannot be certain that its will develop the capabilities required by the market in the future. The emergence of new technologies, industry standards or customer requirements may render the Company’s equipment, inventory or processes obsolete or non-competitive. The Company may have to acquire new technologies and equipment to remain competitive. The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which could reduce its margins and affect our operating results. Failure to anticipate and adapt to customers’ changing preferences and requirements or to hire and retain a sufficient number of engineers and maintain engineering, technological and manufacturing expertise may have a material adverse effect on the Company’s business.

CayCo’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by its management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, CayCo’s actual operating results may differ materially and adversely from those forecasted or projected.

CayCo’s forecasts and projections are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by its management, any or all of which may not prove to be correct or accurate, including, but not limited to, successfully sourcing suitable business combination opportunities in the golf club shaft industry, and the realization of any anticipated synergies or benefits from such business combination. Realization of the results forecasted will depend on the successful implementation of CayCo’s proposed business plan, and policies and procedures consistent with the assumptions. Future results will also be affected by events and circumstances beyond CayCo’s control, for example, the competitive environment, its executive team, rapid technological change, economic and other conditions in the markets in which CayCo operates or seeks to enter, governmental regulation and, uncertainties inherent in product development and testing, CayCo’s future financing needs and CayCo’s ability to grow and to manage growth effectively. In particular, CayCo’s forecasts and projections include forecasts and estimates relating to the expected size and growth of the markets in which CayCo operates or seeks to enter. CayCo’s forecasts and projections also assume that it is able to perform its obligations under its commercial contracts. For the reasons described above, it is likely that the actual results of CayCo’s operations will be different from the results forecasted and those differences may be material and adverse.

The projected financial information appearing elsewhere in this Registration Statement/Proxy Statement has been prepared by the management of the Company and reflects estimates of future performance as of the date such projected financial information was prepared. The project financial information has not been certified or examined by

an accountant. CayCo’s projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which CayCo has only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes. There can be no assurance that CayCo’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projected financial results, which could have an adverse impact on the market price of CayCo Ordinary Shares or the financial position of the Post-Closing Company. CayCo does not have any duty to update the financial projections included in this Registration Statement/Proxy Statement.

CayCo’s financial results may vary significantly from period to period due to fluctuations in its operating costs or expenses and other foreseeable or unforeseeable factors.

CayCo expects its period-to-period financial results to vary based on its operating costs, which CayCo anticipates will fluctuate as the pace at which it continues to design, develop and manufacture new products and increases production capacity by expanding its current manufacturing facilities and adding future facilities, may not be consistent or linear between periods. Additionally, CayCo’s revenues from period to period may fluctuate as it introduces existing products to new markets for the first time and as CayCo develops and introduces new products. The Post-Closing Company’s financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused only on short-term quarterly financial results. If this occurs, the trading price of CayCo Ordinary Shares could fall substantially, either suddenly or over time, and CayCo could face costly lawsuits, including securities class action suits.

CayCo may experience delays in launching and ramping the production of its products and features, or CayCo may be unable to control its manufacturing costs. FST has previously experienced and may in the future experience launch and production ramp delays for new products and features. In addition, CayCo may introduce in the future new or unique manufacturing processes and design features for its products. There is no guarantee that CayCo will be able to successfully and timely introduce and scale such processes or features.

The Company is exposed to fluctuations in currency exchange rates.

The Company generally sells its products to its customers in U.S. dollars, and incurs manufacturing costs, labor costs, research expenses, and other expenses in NTD. As a result, fluctuations in the exchange rate among the U.S. dollar and New Taiwan Dollar will affect the relative purchase power, in NTD terms, of the Company’s U.S. dollar assets.

A fluctuation in the value of NTD relative to the U.S. dollar could reduce the Company’s profits from operations and the translated value of net assets when reported in U.S. dollars in the Company’s financial statements. This change in value could negatively impact the Company’s business, financial condition, or results of operations as reported in U.S. dollars. In the event that the Company decides to convert its NTD into U.S. dollars to make payments for dividends on CayCo Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the NTD will harm the U.S. dollar amount available to the Company. In addition, fluctuations in currencies relative to the periods in which the earnings are generated may make it more difficult to perform period-to-period comparisons of our reported results of operations.

It is difficult to predict how market forces or the Taiwanese or U.S. government policy may impact the exchange rate among the U.S. dollar and NTD in the future. Any significant appreciation or depreciation of NTD may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, CayCo Ordinary Shares in U.S. dollars.

Very limited hedging options are available to reduce the Company’s exposure to exchange rate fluctuations. To date, the Company has not entered into any hedging transactions to reduce its exposure to foreign currency exchange risk. While the Company may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and the Company may not be able to hedge our exposure adequately. As a result, fluctuations in exchange rates may have a material adverse effect on the price of CayCo Ordinary Shares.

The Company is exposed to inventory risks.

In line with the general practice in manufacturing businesses, the Company maintains five to six months of inventory of its products to ensure sufficient supplies to meet customer orders. In recent years, the life cycle of golf clubs and golf shafts has shortened considerably due to increasing competition among manufacturers. The Company is often required to anticipate which product design will generate customer demand in advance before the retail customers or PGA players indicating a need for a particular design. The resources devoted to product development and sales and marketing may not generate material revenue for the Company, and the Company has in the past, and may in the future, to write off excess and obsolete inventory if the Company produces a product in excess of forecasted demand which does not materialize. If the Company incurs significant expenses and investments in inventory in the future that it is not able to recover through sales, its operating results could be adversely affected.

CayCo’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

From time to time, CayCo makes statements with estimates of the addressable market for its solutions and the global optical market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, CayCo’s business could fail to grow at similar rates.

Concentration of ownership among CayCo’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Upon the consummation of the Business Combination, CayCo’s directors, executive officers and their affiliates as a group will beneficially own approximately 25.73% of the outstanding CayCo Ordinary Shares (assuming no redemption). As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of the memorandum and articles of association and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholder.

The Company’s insurance coverage strategy may not be adequate to protect it from all business risks.

The Company may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God and other claims against the Company, for which it may have no insurance coverage. The policies that the Company does have may include significant deductibles or self-insured retentions, policy limitations and exclusions, and the Company cannot be certain that its insurance coverage will be sufficient to cover all future losses or claims against it. A loss that is uninsured or which exceeds policy limits may require the Company to pay substantial amounts, which may harm its financial condition and results of operations.

If the Company fails to retain its existing senior management team or attract qualified new personnel, such failure could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business requires disciplined execution at all levels of its organization. This execution requires an experienced and talented management team. If the Company were to lose the benefit of the experience, efforts and abilities of key executive personnel, it could have a material adverse effect on the Company’s business, financial condition and results of operations. Competition for skilled and experienced management is intense, and the Company may not be successful in attracting and retaining new qualified personnel required to grow and operate the Company’s business profitably.

Investor confidence and share value may be adversely impacted if CayCo concludes that the Company’s internal control over financial reporting is not effective.

Effective internal controls are necessary for CayCo to provide reliable financial reports and to help prevent fraud. Although CayCo undertakes a number of procedures in order to help ensure the reliability of its financial reports, including those imposed on it under U.S. securities laws, CayCo cannot be certain that such measures will ensure that it will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm CayCo’s results of operations or cause it to fail to meet its reporting obligations. If CayCo discovers a material weakness, the disclosure of that fact, even if quickly remedied, could reduce investor confidence in its consolidated financial statements and effectiveness of the Company’s internal controls, which ultimately could negatively impact the market price of the Company’s common shares.

CayCo will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

CayCo will face increased legal, accounting, administrative and other costs and expenses as a public company that the Company did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404 thereof, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require CayCo to carry out activities CayCo has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or material weaknesses in the internal control over financial reporting), CayCo could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, CayCo will purchase director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Management estimates are subject to uncertainty.

In preparing consolidated financial statements in conformity with GAAP, estimates and assumptions are used by management in determining the reported amounts of assets and liabilities, revenues and expenses recognized during the periods presented and disclosures of contingent assets and liabilities known to exist as of the date of the financial statements. These estimates and assumptions must be made because certain information that is used in the preparation of such financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available, or is not capable of being readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine and the Company must exercise significant judgment. Estimates may be used in management’s assessment of items such as fair values, income taxes, stock-based compensation and asset retirement obligations. Actual results for all estimates could differ materially from the estimates and assumptions used by the Company, which could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and future prospects.

Risks Related to Company’s Technology and Intellectual Property

Any legal proceedings or claims against the Company could be costly and time-consuming to defend and could harm its reputation regardless of the outcome.

The Company is and/or may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, including intellectual property, data privacy, product liability, employment, class action, whistleblower and other litigation claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause the Company to incur significant expenses or liability, or require the Company to change its business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect the Company’s financial condition and results of operations.

The Company’s properties may be subject to actions and opposition by non-governmental agencies.

The Company’s manufacturing and R&D facilities could be subject to physical sabotage or public opposition. Such public opposition could expose the Company to the risk of higher costs, delays or even project cancellations. The Company may not be able to satisfy the concerns of special interest groups and non-governmental organizations and attempting to address such concerns may require the Company to incur significant and unanticipated capital and operating expenditures. If any of the Company’s manufacturing and R&D facilities are the subject of physical sabotage or public opposition, it may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. The Company does not have insurance to protect against such risks.

Any failure, inadequacy, interruption, security failure or breach of the Company’s information technology systems, whether owned by the Company or outsourced or managed by third parties, could harm the Company’s ability to effectively operate its business and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company relies heavily on its information technology systems for many functions across its operations, including managing the Company’s supply chain and inventory, processing customer transactions in the Company’s stores, the Company’s financial accounting and reporting, compensating the Company’s employees and operating the Company’s websites. The Company’s ability to effectively manage its business and coordinate the sourcing, distribution and sale of its products depends significantly on the reliability and capacity of these systems. Such systems are subject to damage or interruption from power outages or damages, telecommunications problems, data corruption, software errors, network failures, security breaches, acts of war or terrorist attacks, fire, flood and natural disasters. The Company’s servers could be affected by physical or electronic break-ins, and computer viruses or similar disruptions may occur. A system outage may also cause the loss of important data. The Company’s existing safety systems, data backup, access protection, user management and information technology emergency planning may not be sufficient to prevent data loss or long-term network outages.

In addition, the Company may have to upgrade its existing information technology systems from time to time in order for such systems to withstand the increasing needs of its expanding business. The Company relies on certain hardware, telecommunications and software vendors to maintain and periodically upgrade many of these systems so that it can continue to support the Company’s business. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of the Company’s operations. The Company also depends on its information technology staff. If the Company cannot meet its staffing needs in this area, it may not be able to fulfill its technology initiatives while continuing to provide maintenance on existing systems.

The Company could be required to make significant capital expenditures to remediate any such failure, malfunction or breach with its information technology systems. Further, additional investment needed to upgrade and expand its information technology infrastructure would require significant investment of additional resources and capital, which may not always be available or available on favorable terms. Any material disruption or slowdown of the Company’s systems, including those caused by its failure to successfully upgrade our systems, and its inability to convert to alternate systems in an efficient and timely manner could have a material adverse effect on the Company’s business, financial condition and results of operations.

Risks Related to Doing Business in Taiwan

CayCo faces substantial political risks associated with doing business in Taiwan, particularly due to the relationship between Taiwan and the PRC.

CayCo’s principal executive offices and substantially all of its assets are located in Taiwan, and substantially all of its revenues are derived from its operations in Taiwan. Accordingly, CayCo’s business, financial condition and results of operations and the market price of CayCo Ordinary Shares may be affected by changes in Taiwan governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan which are outside of CayCo’s control. Taiwan has a unique international political status. The PRC government asserts sovereignty over the PRC and Taiwan and does not recognize the legitimacy of the government of Taiwan. The PRC government has indicated that it may use military force to gain control over Taiwan if Taiwan declares independence or if Taiwan refuses to accept the PRC’s stated “One China” policy. In addition, on March 14, 2005, the National People’s Congress of the PRC passed what is widely referred to as the “anti-secession” law, a law authorizing the PRC military

to respond to efforts by Taiwan to seek formal independence. An increase in tensions between Taiwan and the PRC and the possibility of instability and uncertainty could adversely affect the prices of CayCo’s Securities. Relations between Taiwan and the PRC and other factors affecting Taiwan’s political environment could affect CayCo’s business.

Any lack of requisite approvals, licenses, permits or filings or failure to comply with any requirements of Taiwan laws, regulations and policies may materially and adversely affect CayCo’s daily operations.

In accordance with the relevant Taiwan laws and regulations, FST, as the wholly-owned subsidiary of CayCo after the consummation of the Business Combination is required to maintain various approvals, licenses, permits and filings to operate its business, including but not limited to business registration, factory registration, tax registration and those with respect to environment protection. The obtaining of these approvals, licenses, permits and filings are subject to satisfactory compliance with, among other things, the applicable laws and regulations. If FST is unable to obtain any of such licenses and permits or extend or renew any of its current licenses or permits upon their expirations, or if FST is required to incur significant additional costs to obtain or renew these licenses, permits and approvals, CayCo’s daily operations could be materially and adversely affected.

FST is subject to restrictions on paying dividend or making other payments to CayCo, which may restrict CayCo’s ability to satisfy its liquidity requirements.

As an exempted company with limited liability incorporated under the laws of the Cayman Islands structured as a holding company, after the consummation of the Business Combination, CayCo may need dividends and other distributions on equity from FST to satisfy its liquidity requirements. Current Taiwan regulations permit FST to pay dividends to their respective shareholders only out of their after-tax accumulated profits, if any, which shall first make up previous losses and set aside at least 10% of its accumulated profits each year as statutory reserve. These reserves are not distributable as cash dividends. Furthermore, if FST incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to CayCo. Any limitation on the ability of FST to distribute dividends or to make payments to CayCo may restrict CayCo’s ability to satisfy its liquidity requirements. In addition, the dividend payments by FST to CayCo shall be subject to the withholding tax of 21%.

FST is subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other payments to CayCo.

Currently Taiwan regulates only those foreign exchange transactions that involve the conversion of the New Taiwan Dollar into foreign currencies. Pursuant to the relevant provisions of Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD 500,000 or more shall be declared to the Central Bank of Taiwan (“Taiwan CBC”). Further, for a remittance by a company as follows, relevant testimonials shall be submitted and such remittance shall be subject to the reporting to and/or approval of the Taiwan CBC: (i) a single remittance of an amount of U.S.$1 million or more; or (ii) annual accumulated settlement amount of foreign exchange purchased or sold has exceeded U.S.$50 million. Nevertheless, Taiwan government may impose further foreign exchange restrictions in certain emergency situations, where Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If the dividend payments or other payments by FST to CayCo involves the currency conversion from New Taiwan Dollar to U.S. Dollar, such conversion would be subject to the foregoing foreign exchange control imposed by Taiwan authority. Under certain circumstances as prescribed by the relevant Taiwan regulations, documentary evidence of such foreign exchange transactions shall be presented and such transactions shall be conducted at designated foreign exchange banks in Taiwan which have the licenses to carry out foreign exchange business. However, there is no assurance that these foreign exchange regulations will remain unchanged in the future. If the relevant Taiwan regulations change in the future and any required approval is not obtained, FST’s ability to make payments to CayCo in foreign currency may be restricted, and CayCo’s capital expenditure plans, business, operating results and financial condition may be materially and adversely affected.

Foreign exchange transactions for non-trade-related purposes or exceeding the applicable annual quota threshold would require special approval from Taiwan CBC, which will be at the discretion of and considered by Taiwan CBC on a case-by-case basis. Additionally, CayCo may provide loans to FST. If the term of the loan provided by CayCo to FST is one year or more, CayCo shall obtain prior approval from the competent authorities before the loan can be remitted into Taiwan and FST shall file a declaration of foreign debt to the competent authority when the loan is remitted into Taiwan. CayCo cannot assure you that the Taiwan government will not intervene in such transactions or impose restrictions on the ability of CayCo and its subsidiaries to transfer cash.

If FST expands into the PRC market, FST may be subject to Taiwan regulations on investment or technical cooperation in the PRC.

FST currently focuses on the U.S., Japan and Taiwan markets and may consider expanding its businesses in the PRC market in the near future. Pursuant to the Taiwan Permission Regulations for Investment or Technical Cooperation in the PRC and the Review Principles for Investments or Technical Cooperation in the PRC (collectively, “Permission Regulations”), an investment or technical cooperation made by a Taiwanese investor in the PRC is subject to the restrictions thereunder and requires the approval by the competent Taiwan authority, Taiwan DIR. The restrictions under the Permission Regulations include a negative list in which investment or technical cooperation is prohibited as well as the maximum investment amount. FST does not believe its current operations in the PRC is restricted by the negative list. Furthermore, depending on the amount invested in the PRC, CayCo may need to obtain approval from the Taiwan DIR in order to make investments in the PRC or to grant licenses to PRC entities. The Taiwan DIR may at its discretion reject CayCo’s application. If the Taiwan DIR prevents CayCo from making investment in the PRC or granting licenses to PRC entities, CayCo may not be able to expand its business in the PRC.

Taiwanese investors holding more than 10% of CayCo Ordinary Shares will be subject to Taiwan regulations on investment or technical cooperation in the PRC for its investment or technical cooperation in the PRC.

Under the Permission Regulations, for an investment made by a Taiwanese individual or entity (“Taiwanese Investor”) in a “third region” company which conducts the investments or technical cooperation in the PRC defined therein and such Taiwanese Investor (i) acts as director, supervisor, manager or equivalent position or (ii) has a shareholding or capital contribution of more than 10% in such third region company, the investment in such a third region company would also be deemed a defined investment in the PRC and therefore be subject to the Permission Regulations.

Therefore, for CayCo’s future investment or technical cooperation in the PRC, CayCo’s Taiwanese shareholders holding more than10% of CayCo Ordinary Shares or acting as director, supervisor, manager or equivalent position of CayCo will need to apply for the foreign investment approval with the competent Taiwan authority, the Taiwan DIR in accordance with the Permission Regulations. There are restrictions on the investment or technical cooperation with the PRC, including, without limitation, the annual investment amount in the PRC shall be capped at U.S.$5 million per year for Taiwan individuals or NTD 80 million or 60% of the higher of its stand-along net worth or consolidated net worth, whichever is higher, for a Taiwan small-medium enterprise. Your indirect investment in the PRC via CayCo under the Permission Regulations will be calculated on the portion of your shareholding in CayCo. If your aggregate investments in the PRC exceed the annual ceiling amount, the Taiwan DIR will reject your application for the exceeding investment in the PRC. If a Taiwanese Investor fails to obtain applicable approvals from the Taiwan DIR in respect of its investment in the PRC, an administrative fine ranging from NTD 50 thousand to 25 million and imprisonment may be imposed.

Risks Related to Chenghe and the Business Combination

Chenghe’s independent registered public accounting firm’s report contains an explanatory paragraph that express substantial doubt about its ability to continue as a “going concern.” Chenghe may not have sufficient funds to consummate the Business Combination.

As of June 30, 2024, Chenghe had no cash on hand and working capital deficit of $3,605,371. Chenghe has incurred and expects to continue to incur significant costs in pursuit of its initial business combination. Chenghe cannot assure you that its plan to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about Chenghe’ ability to continue as a going concern. Chenghe’ financial statements contained in this Registration Statement/Proxy Statement do not include any adjustments that might be necessary, should Chenghe be unable to continue as a going concern.

If Chenghe is required to seek additional capital, it will need to borrow funds from its Sponsors, directors, officers or other third parties, or it may be forced to liquidate. None of such persons is under any obligations to advance funds to Chenghe in such circumstances. In addition, any such advances would be repaid only from the funds held outside the Trust Account or from funds released upon completion of the Business Combination. If Chenghe does not have sufficient funds available to consummate the Business Combination, it will be forced to cease operations and liquidate the Trust Account. Consequently, SPAC Public Shareholders may receive less than $10.00 per share.

Any restatement of financial results, or the time required to evaluate possible errors, may impact the market price for SPAC Units, and SPAC’s ability to complete a Business Combination on a timely basis.

There has been recent focus on historical accounting practices by special purpose acquisition companies. For example, on April 12, 2021, the SEC Staff issued a statement which resulted in a determination that the warrants and other related instruments issued by many special purpose acquisition companies, including the SPAC, should be classified as liabilities rather than equity. Further guidance from the SEC or industry-wide consensus could result in additional changes in the accounting treatment related to special purpose acquisition companies. Changes could result in the identification of accounting errors in SPAC’s previously issued financial statements, restatements of SPAC’s previously issued financial statements, the filing of notices that previously issued financial statements may not be relied upon, and findings of material weaknesses and significant deficiencies in internal controls over financial reporting. In addition, changes in accounting treatment, or the time required to evaluate any such changes, could delay SPAC’s ability to consummate an initial business combination or otherwise have a material adverse effect on SPAC’s ability to consummate the Business Combination with the Company, or another business combination.

SPAC has identified material weaknesses in its internal control over financial reporting as of June 30, 2024. If SPAC is unable to develop and maintain an effective system of internal control over financial reporting, SPAC may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in SPAC and materially and adversely affect its business and operating results.

The management of SPAC is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The management of SPAC is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in a Current Report on Form 8-K filed by SPAC with the SEC on March 4, 2024, SPAC dismissed Marcum LLP as the independent registered accounting firm of SPAC on February 27, 2024. Marcum LLP advised SPAC and the management of SPAC concurred that, as of September 30, 2023, four material weaknesses in internal control over financing reporting existed. Such material weaknesses are considered not remedied as of June 30, 2024.

In light of these material weaknesses, SPAC has enhanced its processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to its financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. The elements of the SPAC’s remediation plan can only be accomplished over time, and SPAC can offer no assurance that these initiatives will ultimately have the intended effects. SPAC believes its efforts will enhance its controls relating to accounting for and disclosure of complex financial instruments in the proper period, but SPAC can offer no assurance that its controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

If SPAC is unable to remediate its material weakness in a timely manner or its identify additional material weaknesses, SPAC may be unable to provide required financial information in a timely and reliable manner and SPAC may incorrectly report financial information. Likewise, if its financial statements are not filed on a timely basis, SPAC could be subject to sanctions or investigations by the stock exchange on which its Class A Ordinary Shares is listed, the SEC or other regulatory authorities, which could result in a material adverse effect on its business. The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect the SPAC’s reputation or its investor perceptions, which could have a negative effect on the trading price of its stock.

SPAC can give no assurance that the measures it has taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if SPAC is successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of its financial statements.

The Business Combination may be delayed or terminated if the Taiwan DIR fails to grant the relevant Taiwan DIR Approval timely or at all.

Since CayCo’s jurisdiction is outside of Taiwan, in order to consummate the FST Restructuring portion of the Business Combination Agreement, CayCo must apply to and receive approval for the FST Restructuring from the DIR, in accordance with Taiwan’s Statute for Investment by Overseas Chinese or Statute for Investment by Foreign Nationals. Pursuant to the Business Combination Agreement, FST Parties shall each use their respective best efforts to obtain the Phase I DIR Approval as promptly and as legally feasible and reasonably practicable, and FST Parties shall as promptly as possible but in any event no later than thirty (30) Business Days after termination of FST’s Taiwan Public Company status, file or submit all necessary submissions, notifications, filings and applications in connection with the Phase II DIR Approval. The DIR has the discretion to delay or deny its approval of any application. In the event that DIR fails to grant the relevant Taiwan DIR Approval, Chenghe may choose to terminate the Business Combination. Thus, the Transactions contemplated under the Business Combination Agreement could be delayed or terminated if the DIR does not timely approve CayCo’s application.

CayCo may fail to acquire sufficient shares of FST, and the Business Combination may be delayed or terminated.

Pursuant to the Business Combination Agreement, the obligations of Chenghe to consummate, or cause to be consummated the Business Combination is subject to certain Closing Conditions, including CayCo acquiring at least 90% of the Aggregate Fully Diluted Company Shares after the FST Restructuring Closing, which may be waived by Chenghe at its discretion. There is no assurance that CayCo will be able to acquire a sufficient number of Company Common Shares on commercially acceptable terms or at all. If CayCo fails to acquire a sufficient number of Company Common Shares to fulfill the closing condition in a timely manner or at all, Chenghe may choose to terminate the Business Combination or waive the compliance of such closing condition. Therefore, the Business Combination could be delayed or terminated if CayCo fails to acquire 90% of the Aggregate Fully Diluted Company Shares.

Chenghe and FST may not be able to obtain Transaction Financing in connection with the Business Combination.

FST and Chenghe may not be able to obtain Transaction Financing on terms acceptable to FST and Chenghe, or at all. If FST and Chenghe do not obtain Transaction Financing, the parties may not be able to consummate the Business Combination or certain other transactions contemplated by the Business Combination Agreement. The terms of any Transaction Financing may be onerous to FST, and FST may not be able to obtain alternative financing on terms that are acceptable to it, or at all. The failure to secure Transaction Financing could impede the ability to consummate the Business Combination and/or harm the continued development or growth of FST following the Closing. None of FST’s officers, directors or shareholders is required to provide any financing to FST in connection with or after the consummation of the Business Combination.

Because FST is not conducting an underwritten offering of its securities, no underwriter has conducted due diligence of FST’s business, operations or financial condition or reviewed the disclosure in this Registration Statement/Proxy Statement.

Section 11 of the Securities Act (“Section 11”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that such defendant, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements, and background checks on key personnel, among other investigations.

Because FST intends to become publicly traded through a business combination with a special purpose acquisition company rather through an underwritten offering of its ordinary shares, no underwriter is involved in the Business Combination. As a result, no underwriter has conducted due diligence on FST in order to establish a due diligence defense with respect to the disclosure presented in this Registration Statement/Proxy Statement. If such investigation had occurred, certain information in this Registration Statement/Proxy Statement may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

In addition, going public via a business combination with a special purpose acquisition company does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a special purpose acquisition company transaction, the value of the company is established by means of negotiations between the target company, the special purpose acquisition company and, in some cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a special purpose acquisition company business combination may be less effective than the bookbuilding process in an underwritten public offering and also does not reflect events that may have occurred between the interim period. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with special purpose acquisition company transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

The Business Combination remains subject to conditions that Chenghe cannot control, and if such conditions are not satisfied or otherwise waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of Closing Conditions, including but not limited to (i) the accuracy of representations and warranties of Chenghe and FST in the Business Combination Agreement to various standards; (ii) material compliance with pre-closing covenants; (iii) no material adverse effect for FST; (iv) the Company Acquisition Percentage reaching at least 90%; (v) the consummation of the FST Restructuring; (vi) the delivery of customary closing certificates; (vii) the receipt of Taiwan DIR Approval and such approval being effective; (viii) the absence of a legal prohibition on consummating the transactions, (ix) approval by the SPAC’s and the Company’s shareholders, (x) approval of a listing application on the applicable Stock Exchange for newly issued shares, and (xi) SPAC having at least U.S.$5,000,001 of net tangible assets remaining after redemption. There is no assurance that all Closing Conditions will be satisfied or waived or that the conditions will be satisfied or waived in the expected time frame. If the Closing Conditions are not satisfied (and are not waived, to the extent available), either FST or Chenghe may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement. See the section of this Registration Statement/Proxy Statement titled “The Business Combination Agreement and Ancillary Documents — Termination.”

Chenghe may be subject to securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into agreements similar to the Business Combination Agreement or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Chenghe’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the consummation of the Business Combination, that injunction may delay or prevent the Business Combination from being completed. Currently, Chenghe is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Business Combination.

If Chenghe is unable to complete the Business Combination or another business combination by the Extended Deadline, and it is unable, or elect not, to seek an extension of such time period, it will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares and, subject to the approval of its remaining shareholders and Chenghe Board, liquidating and dissolving. In such event, Public Shareholders may only receive $10.20 per share (or less than such amount in certain circumstances).

If Chenghe is unable to complete the Business Combination or another business combination within the required time period and it is unable, or elect not, to seek another extension of such time period, it will cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of remaining shareholders and Chenghe Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In such case, Public Shareholders may only receive $10.20 per share (or less than $10.20 per share in certain circumstances where a third party brings a claim against Chenghe that the Sponsors are unable to indemnify (as described herein)), and SPAC Warrants will expire worthless.

In addition, Chenghe cannot assure you that it will properly assess all claims that may be potentially brought against it. As a result, its shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more). Accordingly, Chenghe cannot assure you that third parties will not seek to recover from Chenghe Shareholders amounts owed to them by Chenghe.

If the Business Combination is not completed, potential target businesses may have leverage over Chenghe in negotiating a business combination; Chenghe’s ability to conduct due diligence on a business combination as it approaches the Extended Deadline may decrease; and Chenghe may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine Chenghe’s ability to complete a business combination on terms that would produce value for its shareholders.

Any potential target business with which Chenghe enters into negotiations concerning an initial business combination will be aware that it must complete an initial business combination by the Extended Deadline, unless it amends Chenghe Articles to further extend the time to consummate an initial business combination. Consequently, if Chenghe is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an initial business combination. This risk will increase as Chenghe gets closer to the time frame described above. In addition, Chenghe may have limited time to conduct due diligence and may enter into an initial business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, Chenghe may have insufficient working capital to continue the efforts to pursue a business combination. See “— Chenghe’s independent registered public accounting firm’s report contains an explanatory paragraph that express substantial doubt about its ability to continue as a “going concern.” Chenghe may not have sufficient funds to consummate the Business Combination.”

If third parties bring claims against Chenghe, the proceeds held in the Trust Account could be reduced and the per-share redemption or liquidation amount received by Chenghe Shareholders may be less than $10.20 per share.

Chenghe’s placing of funds in the Trust Account may not protect those funds from third-party claims against it. Although Chenghe has obtained waiver agreements from certain vendors, service providers and prospective target businesses whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other parties who did not execute such waivers will not seek recourse against the Trust Account. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims that could take priority over those of SPAC Public Shareholders. Consequently, you may receive less than $10.20 per share in connection with any redemption of your Public Shares.

In the event of the liquidation of the Trust Account upon the failure to consummate an initial business combination by the Extended Deadline, the Sponsors have agreed to indemnify and hold harmless Chenghe against any and all loss, liability, claim, damage and expense whatsoever to which Chenghe may become subject as a result of any claim by (i) any third party for services rendered or products sold to Chenghe or (ii) any prospective target business with which Chenghe has entered into a written letter of intent, confidentiality or other similar agreement or merger agreement to the extent necessary to ensure that such claims by a third party or the target do not reduce the amount of funds in the Trust Account to below the lesser of (a) $10.20 per Public Share and (b) the actual amount per share held in the Trust Account as of the date of the liquidation due to reductions in the value of the trust assets, less taxes payable, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of the SPAC IPO against certain liabilities, including liabilities under the Securities Act. However, Chenghe has not independently verified whether the Sponsors have sufficient funds to satisfy their indemnity obligations and has not asked the Sponsors to reserve for such indemnification obligations. Therefore, Chenghe cannot assure you that its Sponsors would be able to satisfy those obligations. If the Sponsors are unable to satisfy their obligations or assert that they have no indemnification obligations related to a particular claim, Chenghe independent directors would determine whether to take legal action against the Sponsors to enforce their indemnification obligations. While Chenghe currently expects

that its independent directors would take legal action on its behalf against the Sponsors to enforce their indemnification obligations to Chenghe, it is possible that Chenghe’s independent directors, in exercising their fiduciary duties, may choose not to do so in any particular instance. As a result, if any such claims were successfully made against the Trust Account, the funds available for Chenghe’s business combination and redemptions could be reduced to less than $10.20 per Public Share. In such event, you would receive such lesser amount per share.

If, before distributing the proceeds in the Trust Account to its Public Shareholders, Chenghe files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the per-share amount that would otherwise be received by Chenghe Shareholders in connection with Chenghe’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Public Shareholders, Chenghe files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in its bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, the per-share amount that would otherwise be received by Chenghe Shareholders in connection with Chenghe’s liquidation may be reduced.

Additionally, if Chenghe is forced to file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by Chenghe’s shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by Chenghe’s shareholders. Because Chenghe intends to distribute the proceeds held in the Trust Account to Public Shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to Public Shareholders over any potential creditors with respect to access to or distributions from Chenghe’s assets. Furthermore, Chenghe Board may be viewed as having breached its fiduciary duties to Chenghe’s creditors and/or as having acted in bad faith by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and Chenghe to claims of punitive damages. Chenghe cannot assure you that claims will not be brought against it for these reasons.

Chenghe’s Sponsors, directors and officers have interests in the Business Combination that are different from, or are in addition to, the interests of unaffiliated SPAC Shareholders in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this Registration Statement/Proxy Statement.

When considering Chenghe Board’s recommendation that Chenghe’s shareholders vote in favor of the approval of the Business Combination Proposal, shareholders should be aware that the Sponsors, Chenghe’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated SPAC Shareholders, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate, subject always to their fiduciary duties under Cayman Islands law. Chenghe directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to shareholders, considering that these interests would be disclosed in this Registration Statement/Proxy Statement. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Old SPAC Sponsor paid an aggregate of $25,000 for 3,250,000 Founder Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by the Extended Deadline. Based on the closing price for the SPAC Class A Ordinary Shares of $11.55 on Nasdaq on September 11, 2024, after giving effect to the Sponsor Sale, the value of the Founder Shares held by the Old SPAC Sponsor would be $6,930,000;

•        the fact that the Old SPAC Sponsor paid an aggregate of approximately $7,900,000 for its 7,900,000 SPAC Private Placement Warrants to purchase SPAC Class A Ordinary Shares and that such SPAC Private Placement Warrants will expire worthless if a business combination is not consummated by the Extended Deadline;

•        the fact that the New SPAC Sponsor entered into the Sponsor Sale SPA with the Old SPAC Sponsor for the acquisition of an aggregate of (i) 2,650,000 SPAC Class B Ordinary Shares and (ii) 7,900,000 SPAC Private Placement Warrants held by the Old SPAC Sponsor for an aggregate purchase price of $1.00 plus $450,000 extension contribution payment incurred prior to the date of the Sponsor Sale SPA and other extension payments that may become due after the Sponsor Sale, and in accordance with the terms of the Trust Agreement. Based on the closing price for the Public Shares of $11.55 on the Nasdaq on September 11, 2024, the value of the Founder Shares held by the New SPAC Sponsor would be $18,386,133.15, and the value of the Converted SPAC Public Shares held by the New SPAC Sponsor would be $12,221,366.85;

•        the fact that the Sponsors are anticipated to hold 18.10% of issued and outstanding shares of CayCo immediately following the Business Combination (assuming no redemptions of holders of SPAC Class A Ordinary Shares and the exercise of SPAC Private Placement Warrants);

•        the fact that given the differential in the purchase price that the Sponsors paid for the SPAC Class B Ordinary Shares and the purchase price that the Sponsors paid for the SPAC Private Placement Warrants as compared to the price of the SPAC Class A Ordinary Shares and SPAC Public Warrants and the substantial number of SPAC Class A Ordinary Shares that the Sponsors will receive upon conversion of the SPAC Class B Ordinary Shares and (as applicable) SPAC Private Placement Warrants, the Sponsors can earn a positive return on their investment, even if holders of SPAC Class A Ordinary Shares have a negative return on their investment;

•        the fact that the Sponsors have agreed not to redeem any SPAC Ordinary Shares held by them in connection with the shareholder vote to approve a proposed initial business combination pursuant to the SPAC IPO Letter Agreement;

•        the fact that the Sponsors will lose their entire investment in SPAC if an initial business combination is not consummated by the Extended Deadline Date. The Sponsors, SPAC’s directors and officers, and their respective affiliates have not incurred any out-of-pocket fees and expenses in relation to the initial business combination since the SPAC IPO, except that, on October 25, 2023, SPAC issued the October 2023 Note to the New SPAC Sponsor, for a principal amount of up to $1,960,000, and on July 11, 2024, SPAC issued the July 2024 Note to the New SPAC Sponsor, for a principal amount of up to $500,000. As of October 14, 2024, the total outstanding amount under the October 2023 Note and the July 2024 Note was $1,520,084 and $17,000, respectively;

•        the fact that the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to SPAC Class B Ordinary Shares held by them if SPAC fails to complete an initial business combination by the Extended Deadline;

•        the fact that the Sponsors, SPAC’s directors and officers, and their respective affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on SPAC’s behalf, such as identifying and investing possible business targets and business combinations. However, if SPAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, SPAC may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by the Extended Deadline;

•        the right of the Sponsors to hold the CayCo Ordinary Shares and CayCo Warrants following the Business Combination, subject to certain lock-up periods;

•        in the event of the liquidation of the Trust Account upon the failure of SPAC to consummate a business combination by the Extended Deadline, the Sponsors have agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per SPAC Class A Ordinary Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which SPAC has entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than its independent public accountants) for services rendered or products sold to SPAC, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of the SPAC IPO against certain liabilities, including liabilities under the Securities Act;

•        the Sponsors (including its representatives and affiliates) and SPAC’s officers and directors are, or in the future may become, affiliated with entities that are engaged in similar business to SPAC. For example, the New SPAC Sponsor is controlled by Mr. Richard Qi Li, who is the owner of Chenghe Group Limited, founder and director of Chenghe Capital Management Limited and also serves as a director and the chief executive officer of HH&L Acquisition Co., a NYSE-listed special purpose acquisition company, and served as chairman of the board of Chenghe Acquisition Co., a Nasdaq-listed special purpose acquisition company. The SPAC’s chief executive officer, Yixuan Yuan, is chief executive officer and director of Chenghe Acquisition II Co., a NYSE-listed special purpose acquisition company, and a Managing Director of Chenghe Group Limited. The SPAC’s chief financial officer, Zhaohai Wang, is chief financial officer of Chenghe Acquisition II Co., and an associate at Chenghe Capital Management Limited. The SPAC’s chairman of the board, Dr. Shibin Wang, served as chief executive officer of Chenghe Acquisition Co. and is chairman of the board of directors of Chenghe Acquisition II Co. The Sponsors and SPAC’s officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, another blank check company prior to SPAC completing its initial business combination. SPAC’s officers and directors may become aware of business opportunities which may be appropriate for presentation to SPAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in SPAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to SPAC, subject to applicable fiduciary duties under Cayman Islands law. SPAC MAA provide that SPAC renounces its interest in any corporate opportunity offered to any officer or director of SPAC. This waiver allows SPAC’s officers and directors to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. SPAC does not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target;

•        the fact that SPAC’s Sponsors, officers and directors have not received any cash compensation in relation to the Business Combination. Following the Closing, CayCo intends to develop an executive compensation program that will be made by the compensation committee of CayCo and Mr. Richard Qi Li, who controls the New SPAC Sponsor, will become a director of CayCo upon Closing;

•        the fact that the Business Combination Agreement provides for the continued indemnification of SPAC’s existing directors and officers and the continuation of the directors’ and officers’ liability insurance after the Business Combination; and

•        the fact that SPAC has entered into a registration rights agreement with the Sponsors, which provides for customary registration rights to them and their permitted transferees.

The personal and financial interests of the Sponsors, SPAC’s directors and officers may have influenced their motivations in identifying and selecting FST and completing a business combination with FST, and may influence the operation of the Post-Closing Company following the Business Combination by some of them. For more information about SPAC’s business and Sponsors’ shareholding in SPAC, see the section entitled “Business of SPAC and Certain Information about SPAC” on page 198. For dilution of non-redeeming SPAC shareholders, see “Questions and Answers about the Business Combination and the Extraordinary General Meeting — Q: What ownership levels will current shareholders of Chenghe, the Sponsors, and the FST Shareholders and their affiliates have in CayCo after consummation of the Business Combination”.

No compensation of any kind, including finder’s and consulting fees, was paid to the New SPAC Sponsor, executive officers or directors or affiliates, for services rendered to or in connection with the Business Combination. However, these persons will be reimbursed for out-of-pocket expenses (if any) incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Further, the New SPAC Sponsor will receive CayCo Ordinary Shares in exchange of the SPAC Shares that it owns, CayCo Warrants in exchange of the SPAC Warrants that it owns, and repayment of then outstanding amount under the October 2023 Note and the July 2024 Note at the Closing of the Business Combination. The reimbursement of out-of-pocket expenses (if any), the securities to be issued to the New SPAC Sponsor and the repayment of the outstanding amount under the promissory notes may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Summary of Registration Statement/Proxy Statement — Compensation Received by New SPAC Sponsor,” “Questions and Answers about the Business Combination and the Extraordinary

General Meeting — Q: What ownership levels will current shareholders of Chenghe, the Sponsors, and the FST Shareholders and their affiliates have in CayCo after consummation of the Business Combination” and “Executive Compensation — Executive Compensation prior to the Business Combination.”

Shareholders should also be aware that interests of FST, FST officers and directors may be inherently different from the interests of unaffiliated SPAC Shareholders, which could cause them to pursue terms of Business Combination less favorable to non-redeeming shareholders, and they owe no fiduciary duty to SPAC Shareholders. After Closing, certain FST officers and directors will be appointed as officers and directors of CayCo and certain of them will hold CayCo Ordinary Shares, assuming no redemption, amounting to 20.11% of CayCo Ordinary Shares post-Closing. Given the differential in the purchase price that FST officers and directors paid for the FST Shares they hold (i.e., less than approximately NTD 306.20 per share) and the price of the Public Shares and the number of CayCo Ordinary Shares the FST officers and directors will receive upon exchange of the FST Shares, the FST officers and directors can earn a positive return on their investment, even if the Public Shareholders have a negative return on their investment. See “Beneficial Ownership of CayCo Securities after Business Combination” on page 309. Furthermore, Chenghe intends to use substantially all of the funds held in the Trust Account to complete the Business Combination, after the payment to SPAC Public Shareholders who have validly redeemed their SPAC Shares upon Closing, and any remaining amount will be used as working capital to finance the operations of CayCo, make other acquisitions and pursue its growth strategies. See “Summary of Registration Statement/Proxy Statement — The Business Combination — Sources and Uses of Funds for the Business Combination” on page 43.

The exercise of discretion by Chenghe’s directors and officers in agreeing to changes to the terms of or waivers of the Closing Conditions may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Chenghe Shareholders.

In the period leading up to the Closing, events may occur that would require Chenghe to agree to amend the Business Combination Agreement, to consent to certain actions taken by CayCo and/or FST or to waive rights that Chenghe is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of FST’s business, a request by FST and/or CayCo to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on FST’s business and would entitle Chenghe to terminate the Business Combination Agreement. Chenghe may also agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by Chenghe Articles. In any of such circumstances, it would be in the discretion of Chenghe, acting through Chenghe Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this Registration Statement/Proxy Statement may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for Chenghe and its shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action, subject always to their fiduciary duties under Cayman Islands law. As of the date of this Registration Statement/Proxy Statement, Chenghe does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there were a change to the terms of the Business Combination that would have a material impact on the shareholders, a new or amended proxy statement or supplement thereto will be required to be circulated and Chenghe will need to resolicit the vote of its shareholders with respect to the Business Combination Proposal.

Chenghe Board did not obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination.

Chenghe Board did not obtain a third-party fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, Chenghe Board and the management conducted due diligence on Chenghe and researched the industry in which FST operates and concluded that the Business Combination was fair to and in the best interests of its shareholders. Accordingly, investors will be relying solely on the judgment of Chenghe Board and the management in valuing FST’s business, and Chenghe Board and the management may not have properly valued such business. The lack of a third-party fairness opinion may lead an increased number of Chenghe’s shareholders to vote against the proposed Business Combination or demand redemption of their Public Shares for cash, which could potentially impact Chenghe’s ability to consummate the Business Combination or materially and adversely affect the liquidity of the Post-Closing Company.

The Business Combination may be completed, even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, Chenghe may refuse to complete the Business Combination if certain types of changes or conditions that constitute a material adverse effect on the business, assets, results of operations or condition of the Group occur between the signing date of the Business Combination Agreement and the planned Closing. However, Chenghe may waive the occurrence of a material adverse effect affecting FST and consummate the Business Combination despite the occurrence of such event. If a material adverse effect affecting FST occurs and the parties still consummate the Business Combination, the market trading price of the Post-Closing Company’s securities may suffer.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Chenghe expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially and adversely affect the benefits that Chenghe expects to achieve from the Business Combination.

Chenghe’s Sponsors, directors or officers, FST or their respective affiliates may elect to purchase shares or SPAC Public Warrants from Public Shareholders, which could have a depressive effect on Chenghe’s securities.

Subject to Rule 14e-5 of the Exchange Act, at any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding Chenghe or its securities or otherwise, Chenghe’s Sponsors, directors or officers, FST or their respective affiliates may purchase SPAC Class A Ordinary Shares or SPAC Public Warrants in privately negotiated transactions or in the open market, although they are under no obligation to do so. Such a purchase of SPAC Class A Ordinary Shares may include a contractual acknowledgment that such shareholder, although still the record holder of Chenghe’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Such a purchase of SPAC Class A Ordinary Shares will be made at a price per share no higher than the per share redemption price offered to Public Shareholders through the redemption process. The purpose of such purchases and other transactions would be to minimize redemptions of SPAC Public Shares and to ensure that Chenghe has in excess of $5,000,001 of net tangible assets, which is a Closing Condition under the Business Combination Agreement, if it appears that such requirement would otherwise not be met. Any SPAC Public Shares so purchased by Chenghe’s Sponsors, directors or officers, FST or their respective affiliates will not be voted in favor of the Business Combination Proposal and other proposals. None of Chenghe’s Sponsors, directors or officers, FST or their respective affiliates may make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. If any purchases was made, Chenghe will disclose in a Form 8-K, prior to the date of the Extraordinary General Meeting, (i) the amount of SPAC Class A Ordinary Shares so purchased by Chenghe’s Sponsors, directors or officers, FST, or their respective affiliates, along with the purchase price; (ii) the purpose of such purchases; (iii) the impact, if any, of such purchases by Chenghe’s Sponsors, directors and officers, FST and their respectively affiliates on the likelihood that the Business Combination will be approved; (iv) the identities of Public Shareholders who sold to Chenghe’s Sponsors, directors or officers, FST or their respectively affiliates (if not purchased on the open market) or the nature of Public Shareholders (e.g. holders of 5% SPAC Class A Ordinary Shares or more) who sold to Chenghe’s Sponsors, directors or officers, FST or their respectively affiliates; and (v) the number of SPAC Class A Ordinary Shares for which Chenghe has received redemption request pursuant to its redemption offer. For more discussion on the purchase of SPAC Class A Shares by Chenghe’s Sponsors, directors or officers, or their respective affiliates, see “Business of SPAC and Certain Information About SPAC — Shareholder Approval of the Business Combination.” Entering into any such arrangements may have a depressive effect on the SPAC Class A Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase SPAC Class A Ordinary Shares at a price lower than market and may therefore be more likely to sell the SPAC Class A Ordinary Shares he owns prior to the Extraordinary General Meeting. As of the date of this Registration Statement/Proxy Statement, none of Chenghe’s Sponsors, directors or officers, FST or their respectively affiliates have made any purchase of SPAC Class A Ordinary Shares, and neither of Chenghe or FST are aware of any intention to make any such purchase.

Because Chenghe and CayCo are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, including in the event the Business Combination is not completed, and your ability to protect your rights through the U.S. federal courts may be limited.

Both Chenghe and CayCo are exempted companies incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Chenghe’s and/or CayCo’s directors or officers, or to enforce judgments obtained in the United States courts against Chenghe’s and/or CayCo’s directors or officers.

The corporate affairs of both Chenghe and CayCo are governed by their respective memorandum and articles of association, the Cayman Companies Act and the common law of the Cayman Islands. Chenghe is also subject to the federal securities laws of the United States. The rights of the Chenghe’s shareholders to take action against Chenghe’s directors or the rights of CayCo’s shareholders to take action against CayCo’s directors, actions by minority Chenghe’s or CayCo’s shareholders and the fiduciary duties of Chenghe’s directors to Chenghe’s shareholders or CayCo’s directors to CayCo’s shareholders under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of Chenghe’s or CayCo’s shareholders and the fiduciary duties of Chenghe’s or CayCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Chenghe has been advised by Maples and Calder (Hong Kong) LLP, Chenghe’s Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would, respectively, (1) recognize or enforce judgments of United States courts obtained against Chenghe or its directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Chenghe has been advised by Maples and Calder (Hong Kong) LLP that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay a liquidated sum for which judgment has been given, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final and conclusive, (d) is not in respect of taxes, a fine or a penalty, and (e) is not impeachable on the grounds of fraud and was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Chenghe’s or CayCo’s directors have discretion under their respective amended and restated memorandum and articles of association to determine whether or not, and under what conditions, their respective corporate records may be inspected by their shareholders, but are not obliged to make them available to their shareholders. This may make it more difficult for Chenghe’s shareholders and shareholders of CayCo to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, Chenghe’s shareholders and shareholders of CayCo may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

Certain judgments obtained against Chenghe and CayCo by Chenghe’s shareholders and shareholders of CayCo may not be enforceable.

Each of Chenghe and CayCo is a Cayman Islands exempted company and substantially all of their respective assets are located outside of the United States. In addition, most of their respective current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult or impossible for Chenghe’s shareholders and shareholders of CayCo to bring an action against Chenghe and CayCo (as the case may be) or against these individuals in the United States in the event that they believe that their rights have been infringed under the U.S. federal securities laws or otherwise. Even if they are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render them unable to enforce a judgment against Chenghe’s or CayCo’s assets or the assets of their respective directors and officers.

Future resales of the CayCo Ordinary Shares issued in connection with the Business Combination may cause the market price of the CayCo Ordinary Shares to drop significantly, even if CayCo’s business is doing well.

Certain shareholders of FST and the Sponsors have entered into support agreements with CayCo, FST and Chenghe. Pursuant to such support agreements, such FST shareholders and the Sponsors have agreed that, during the applicable lock-up period, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any share or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by such shareholder (including holding as a custodian) or with respect to which such shareholder has beneficial ownership within the rules and regulations of the SEC (in each case, subject to certain exceptions set forth in the applicable agreement). See the section of this Registration Statement/Proxy Statement titled “The Business Combination Agreement and Ancillary Documents — Agreements Entered Into in Connection with the Business Combination — Lock-Up Agreement.”

Further, concurrently with the closing of the Transactions under the Business Combination Agreement, CayCo, the New SPAC Sponsor and certain FST shareholders will enter into an investors rights agreement that will provide the New SPAC Sponsor and the other parties thereto with customary demand registration rights and piggy-back registration rights with respect to registration statements filed by CayCo after the Closing. See the section of this Registration Statement/Proxy Statement titled “The Business Combination Agreement and Ancillary Documents — Agreements Entered Into in Connection with the Business Combination — Investor Rights Agreement.”

Upon expiration of the applicable lock-up period and upon the effectiveness of any registration statement that CayCo files pursuant to the above-referenced registration rights agreement, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act (subject to the satisfaction of certain conditions for Rule 144 to available for CayCo), the CayCo shareholders may sell large amounts of CayCo Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the CayCo Ordinary Shares or putting significant downward pressure on the price of the CayCo Ordinary Shares. Further, sales of CayCo Ordinary Shares upon expiration of the applicable lock-up period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of CayCo Ordinary Shares could have a tendency to depress the price of the CayCo Ordinary Shares, which could increase the potential for short sales.

Chenghe cannot predict the size of future issuances of CayCo Ordinary Shares or the effect, if any, that future issuances and sales of shares of CayCo Ordinary Shares will have on the market price of the CayCo Ordinary Shares. Sales of substantial amounts of CayCo Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may materially and adversely affect prevailing market prices of CayCo Ordinary Shares.

Chenghe and FST will incur significant transaction and transition costs in connection with the Business Combination.

Chenghe and FST have both incurred and expect to incur significant non-recurring costs in connection with consummating the Transactions and operating as a public company following the consummation of the Transactions. FST may also incur additional costs to retain key employees. All expenses incurred in connection with the Transactions, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or allocated between Chenghe and FST pursuant to the Business Combination Agreement and the Ancillary Documents.

Subsequent to the completion of the Business Combination, the Post-Closing Company may be required to take write-downs or write-offs, restructure its operations and incur impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the Post-Closing Company’s share price, which could cause you to lose some or all of your investment.

Although Chenghe has conducted extensive due diligence on FST, Chenghe cannot assure you that this diligence will surface all material issues that may be present in FST’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of FST’s business and outside of its control will not later arise. As a result of these factors, the Post-Closing Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if Chenghe’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Chenghe’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on the Post-Closing Company’s liquidity, the fact that the Post-Closing Company reports charges of this nature could contribute to negative market perceptions of the Post-Closing Company or its securities. In addition, charges of this nature may cause the Post-Closing Company to violate net worth or other covenants to which the Post-Closing Company may be subject. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

The CayCo Ordinary Shares to be received by Chenghe’s shareholders as a result of the Business Combination will have different rights from SPAC Ordinary Shares.

Following completion of the Business Combination, Chenghe’s shareholders will no longer be shareholders of Chenghe but will instead be shareholders of CayCo. There will be important differences between your current rights as a Chenghe shareholder and your rights as a CayCo shareholder. See “Comparison of Shareholder Rights” for a discussion of the different rights associated with the CayCo Ordinary Shares.

Chenghe’s shareholders will have a reduced ownership after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Chenghe’s shareholders will own a smaller percentage of the Post-Closing Company than they currently own in Chenghe.

Assuming none of the Public Shareholders demand redemption pursuant to the Chenghe Articles, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 61.70% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.42% of the Post-Closing Company’s total issued and outstanding share capital; (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 18.10% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 6.40% of the Post-Closing Company’s total issued and outstanding share capital; and (v) the holders of SPAC Public Warrants will hold approximately 10.55% of the Post-Closing Company’s total issued and outstanding share capital.

Assuming intermediate redemptions by Public Shareholders, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 63.74% of the Post-Closing Company’s total issued and outstanding share capital;

(ii) Advisor will hold approximately 3.35% of the Post-Closing Company’s total issued and outstanding share capital, (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 18.70% of the Post-Closing Company’s total issued and outstanding share capital; (iv) Public Shareholders will hold approximately 3.31% of the Post-Closing Company’s total issued and outstanding share capital; and (v) the holders of SPAC Public Warrants will hold approximately 10.90% of the Post-Closing Company’s total issued and outstanding share capital.

Assuming maximum redemptions by Public Shareholders, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and the exercises of all issued and outstanding SPAC Warrants at the closing of the Business Combination, it is anticipated that (i) FST’s existing shareholders will retain an ownership interest of approximately 64.89% of the Post-Closing Company’s total issued and outstanding share capital; (ii) Advisor will hold approximately 3.42% of the Post-Closing Company’s total issued and outstanding share capital, (iii) the Sponsors and their respective affiliates holding the Converted SPAC Public Shares, the Founder Shares and SPAC Private Placement Warrants will hold approximately 19.04% of the Post-Closing Company’s total issued and outstanding share capital; (iv) the Public Shareholders will hold approximately 1.51% of the Post-Closing Company’s total issued and outstanding share capital; and (v) the holders of SPAC Public Warrants will hold approximately 11.10% of the Post-Closing Company’s total issued and outstanding share capital.

In addition, such ownership could be further reduced as a result of issuance of additional CayCo Ordinary Shares. Consequently, SPAC Public Shareholders, as a group, will have reduced ownership in the Post-Closing Company compared to their ownership in Chenghe.

SPAC Public Shareholders who redeem their SPAC Public Shares may continue to hold the SPAC Public Warrants, which will result in additional dilution to non-redeeming SPAC Public Shareholders upon exercise.

Assuming maximum redemptions by the SPAC Public Shareholders and all the redeeming SPAC Public Shareholders continuing to hold the SPAC Public Warrants they own, an aggregate of 6,500,000 CayCo Warrants would be retained by these shareholders. The actual market price of the CayCo Warrants may be higher or lower on the date that holders seek to sell such CayCo Warrants. As a result, the redeeming SPAC Public Shareholders could recoup their entire investment and continue to hold CayCo Warrants, while non-redeeming SPAC Public Shareholders could suffer additional dilution in their percentage ownership and voting interest of the Post-Closing Company upon exercise of the CayCo Warrants held by redeeming SPAC Public Shareholders. Further, while the level of redemptions of Public Shares will not directly change the value of the CayCo Warrants because the CayCo Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, a holder of CayCo Warrants who exercises such CayCo Warrants will ultimately own a greater interest in CayCo because there would be fewer shares outstanding overall.

Assuming maximum redemptions by the SPAC Public Shareholders and all the redeeming SPAC Public Shareholders continuing to hold the SPAC Public Warrants they own, the aggregate value of the SPAC Public Warrants that may be retained would be $198,250, based on the closing trading price per SPAC Public Warrant of $0.0305 as of September 12, 2024 quoted on OTC Pink Market.

CayCo may issue additional CayCo Ordinary Shares or other equity securities without seeking approval of its shareholders, which would dilute your ownership interests and may depress the market price of the CayCo Ordinary Shares.

Upon consummation of the Business Combination, CayCo may choose to seek third-party financing to provide additional working capital for its business, in which event CayCo may issue additional equity securities. Following the consummation of the Business Combination, CayCo may also issue additional CayCo Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional CayCo Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•        the proportionate ownership interest in CayCo of the existing shareholders of CayCo and Chenghe would decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding CayCo Ordinary Share may be diminished; and

•        the market price of the CayCo Ordinary Shares may decline.

Chenghe’s Sponsors own SPAC Ordinary Shares that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

If the Business Combination or another business combination is not consummated by the Extended Deadline, Chenghe will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving. In such event, the 600,000 SPAC Class B Ordinary Shares retained by the Old SPAC Sponsor after the Sponsor Sale, the 1,591,873 SPAC Class B Ordinary Shares and the 1,058,127 Converted SPAC Public Shares held by the New SPAC Sponsor, and the 7,900,000 SPAC Private Placement Warrants held by the New SPAC Sponsor, would be worthless because the Sponsors and their respective affiliates are not entitled to participate in any redemption or liquidating distribution with respect to these shares and the SPAC Private Placement Warrants will not be exercisable. On the other hand, if the Business Combination is consummated, each SPAC Class B Ordinary Share issued and outstanding immediately prior to the Merger Effective Time will be automatically converted into one SPAC Class A Ordinary Share, and each SPAC Class A Ordinary Share, including those issued upon the automatic conversion of SPAC Class B Ordinary Shares described above and those Converted SPAC Public Shares, will convert into one CayCo Ordinary Share, subject to adjustment described herein, and each SPAC Warrant will be converted into a CayCo Warrant at the Closing. Based on the closing price for the Public Shares of $11.55 on the Nasdaq on September 11, 2024, the value of the total Founder Shares (consisting of 600,000 Founder Shares held by the Old SPAC Sponsor and 1,591,873 Founder Shares held by the New SPAC Sponsor) would be $25,316,133.15, and the value of the Converted SPAC Public Shares would be $12,221,366.85. Given (i) the differential in the purchase price that the Old SPAC Sponsor paid for the SPAC Class B Ordinary Shares as compared to the price of the SPAC Class A Ordinary Shares, (ii) the differential in the aggregate consideration paid by the New SAPC Sponsor in the Sponsor Sale as compared to the price of SPAC Class A Ordinary Shares and the price of SPAC Public Warrants, and (iii) the substantial number of CayCo Ordinary Shares that the Sponsors will receive upon conversion of the SPAC Class B Ordinary Shares and/or SPAC Private Placement Warrants, the Sponsors can earn a positive return on their investment, even if SPAC Public Shareholders have a negative return on their investment.

These financial interests may have influenced the decision of Chenghe Board to approve the Business Combination and could incentivize Chenghe’s officers and directors to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate, subject always to their fiduciary duties under Cayman Islands law. In considering the recommendations of Chenghe Board to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests. See the section of this Registration Statement/Proxy Statement titled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

The Sponsors are liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced Chenghe Board’s decision to pursue the Business Combination and Chenghe Board’s to approve it.

If the Business Combination or another business combination is not consummated by Chenghe on or before the Extended Deadline, the Sponsors will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Chenghe for services rendered or contracted for or for products sold to Chenghe, but only if such a vendor or target business has not executed a waiver agreement. If Chenghe consummates a business combination, on the other hand, Chenghe or the Post-Closing Company will be liable for all such claims. Chenghe has no reason to believe that the Sponsors will not be able to fulfill their indemnity obligations to Chenghe.

These obligations of the Sponsors may have influenced Chenghe Board decision to pursue the Business Combination with FST or Chenghe Board decision to approve the Business Combination. In considering the recommendations of Chenghe Board to vote for the Business Combination Proposal and other proposals, shareholders should consider these interests. See the section of this Registration Statement/Proxy Statement titled “SPAC Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Chenghe’s directors may decide not to enforce the indemnification obligations of the Sponsors, resulting in a reduction in the amount of funds in the Trust Account available for distribution to SPAC Public Shareholders in the event a business combination is not consummated.

If proceeds in the Trust Account are reduced below $10.20 per Public Share and the Sponsors assert that they are unable to satisfy their indemnification obligations or that they have no indemnification obligations related to a particular claim, Chenghe’s independent directors would determine whether to take legal action against the Sponsors to enforce their indemnification obligations. While Chenghe currently expects that its independent directors would take legal action on Chenghe’s behalf against the Sponsors to enforce their indemnification obligations, it is possible that Chenghe’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Chenghe’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to SPAC Public Shareholders may be reduced below $10.20 per share.

Chenghe and CayCo have no history operating as a Post-Closing Company. The unaudited pro forma condensed combined financial information may not be an indication of CayCo’s financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate CayCo and your investment decision.

CayCo and Chenghe have no prior history as a combined entity, and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this Registration Statement/Proxy Statement has been prepared using the consolidated historical financial statements of Chenghe and CayCo, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations, including, without limitation, future revenue, or financial condition of Chenghe following the Business Combination. Certain adjustments and assumptions have been made regarding Chenghe after giving effect to the Business Combination. CayCo and Chenghe believe these assumptions are reasonable. However, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Chenghe’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this Registration Statement/Proxy Statement does not necessarily reflect CayCo’s results of operations and financial condition, and the actual financial condition and results of operations of CayCo following the Business Combination may not be consistent with, or evident from, this pro forma financial information.

Each of BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch has not been involved with the preparation of the disclosure in this Registration Statement/Proxy Statement or the underlying transactions contemplated by the Business Combination.

BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch entered into the SPAC IPO Underwriting Agreement with SPAC on January 24, 2022 and acted as underwriters in the SPAC IPO consummated on January 27, 2022. Pursuant to the SPAC IPO Underwriting Agreement, BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch are entitled to a deferred underwriting commission which would become due upon consummation of SPAC’s initial business combination.

In connection with the Sponsor Sale, SPAC approached BofA Securities, Inc., and Banco BTG Pactual S.A. — Cayman Branch to discuss waiver of deferred underwriting commission in September 2023. On September 8, 2023 and September 19, 2023, BofA Securities, Inc., and Banco BTG Pactual S.A. — Cayman Branch respectively notified SPAC that they would not act in any capacity in connection with the Business Combination and waived their entitlement to the deferred underwriting commission solely with respect to the Business Combination under and pursuant to the SPAC IPO Underwriting Agreement.

Such fee waivers for services already rendered is unusual yet BofA Securities, Inc., and Banco BTG Pactual S.A. — Cayman Branch are gratuitously waiving their right to be compensated. Based on discussions with BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, the principal reason for the waiver of their respective deferred fee was due to their respective internal policies in relation to de-SPAC processes. BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch did not and currently do not hold any advisory or other role in connection with the Business Combination following the issuance of waiver letters nor did they assist in the identification or evaluation of business combination targets in any significant respect.

We have requested BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch to confirm that they agree with the disclosure regarding their waiver of entitlement to the deferred underwriting commission and the risks and conclusions stated in this Registration Statement/Proxy Statement that are associated with their roles. BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch have declined to provide any confirmatory letters and have not otherwise confirmed whether they agree with such disclosure. There can be no assurances that the firms agree with the relevant disclosure and no inference can be drawn to this effect.

The withdrawal of BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch indicates that the firms do not want to be associated with the disclosure or underlying business analysis related to the Business Combination and that they claim no role in the Business Combination and disclaim any responsibility for any of the disclosure in this Registration Statement/Proxy Statement. The firms are not involved in the preparation of this Registration Statement/Proxy Statement. Therefore, investors should not place any reliance on the fact that either firm has been previously involved with the SPAC IPO.

As of the date hereof, there is no dispute between any of the SPAC, BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch, or any combination of the foregoing with respect to the BofA and Banco BTG Fee Waiver. We do not believe that the Business Combination is adversely impacted by the BofA and Banco BTG Fee Waiver. However, SPAC Public Shareholders may be more likely to elect to redeem their shares as a result of the BofA and Banco BTG Fee Waiver.

The Sponsors and certain officers and directors of Chenghe have agreed to vote in favor of the Business Combination, regardless of how SPAC Public Shareholders vote.

After the Extraordinary General Meeting, the Sponsors own and are entitled to vote an aggregate of approximately 45.2% on an as-converted basis of the issued and outstanding SPAC Ordinary Shares. These holders have agreed to vote their SPAC Class B Ordinary Shares in favor of the Business Combination Proposal pursuant to the SPAC IPO Letter Agreement. Pursuant to the Sponsor Support Agreement entered into in connection with the Business Combination Agreement, the Sponsors have also agreed to vote their shares in favor of all each of the SPAC Shareholder Proposals being presented at the Extraordinary General Meeting. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination Proposal and the other proposals will be received than would be the case if these holders agreed to vote their SPAC Class B Ordinary Shares in accordance with the majority of the votes cast by SPAC Public Shareholders.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Chenghe’s business, including its ability to negotiate and complete its initial business combination, financial condition, results of operations and prospects.

Chenghe is subject to laws and regulations enacted by national, regional and local governments. In particular, Chenghe is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Chenghe’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Chenghe’s business, including its ability to negotiate and complete its initial business combination, financial condition, results of operations and prospects.

The SEC has issued final rules and guidance relating to certain activities of special purpose acquisition companies. The need for compliance with these rules and guidance may increase the costs and the time needed to complete the Business Combination and may cause Chenghe to liquidate at an earlier time than it might otherwise choose.

On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating, among other things, to disclosures in SEC filings in connection with business combination transactions involving special purpose acquisition companies such as Chenghe and private operating companies, the financial statement requirements applicable to transactions involving shell companies, and the use of projections by special purpose acquisition companies in SEC filings in connection with proposed business combination transactions. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in business combination transactions and the extent to which special purpose acquisition companies could become subject to regulation under the Investment Company Act. The need for compliance with the SPAC Rules and the SPAC Guidance may cause Chenghe to liquidate at an earlier time than it might otherwise choose.

Certain of the procedures that Chenghe or FST may determine to undertake in connection with the SPAC Rules, or pursuant to the SPAC Guidance, may increase the costs and time of completing the Business Combination, and may constrain the circumstances under which we could complete the Business Combination. The need for compliance with the SPAC Rules and the SPAC Guidance may cause Chenghe to liquidate the funds in the Trust Account or liquidate at an earlier time than it might otherwise choose. Were Chenghe to liquidate, the SPAC Public Warrants would expire worthless, and Chenghe’s securityholders would lose the investment opportunity associated with an investment in CayCo, including any potential price appreciation of its securities.

The initial business combination may be delayed or ultimately prohibited since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).

Certain investments that involve, directly or indirectly, the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” certain “critical infrastructure” and/or “sensitive personal data.”

If a potential initial business combination falls within CFIUS’s jurisdiction, the parties may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. The New SPAC Sponsor is a Cayman Islands limited liability company whose sole member is Chenghe Group Limited, a British Virgin Islands incorporated company controlled by Richard Qi Li. Mr. Li is a foreign person under the CFIUS regulations. Except as disclosed herein, the New SPAC Sponsor has no other substantial ties with a non-U.S. person. CayCo, being a Cayman Islands exempted company with limited liability, is a non-U.S. person. FST is a Taiwanese company limited by shares, and substantially all of its assets are located in Taiwan. FST has operations and sales in the United States. For further details, see “Business of FST and Certain Information about FST.”

While FST and Chenghe do not believe that the initial business combination would be subject to the jurisdiction of CFIUS because, post-Closing, neither Chenghe nor its investors will have any rights that trigger CFIUS’ jurisdiction (under 31 C.F.R. §§ 800.208, 211), if CFIUS decides to make an inquiry regarding the initial business combination and determines that it has jurisdiction over Chenghe’s initial business combination, CFIUS may decide to block or delay Chenghe’s initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order it to divest all or a portion of a U.S. business of the combined company if it had proceeded without first obtaining CFIUS clearance. The likelihood of a CFIUS inquiry concerning a potential business combination transaction generally tends to be higher if one or more “control” persons of a sponsor is from Hong Kong or the PRC, as is the case with Chenghe; Mr. Li is a permanent resident of Hong Kong.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because Chenghe has only a limited time to complete its initial business combination, its failure to obtain any required approvals within the requisite time period may require it to liquidate. If Chenghe winds up and liquidates, its Public Shareholders may only receive the redemption value per share, and its warrants will expire worthless. This will also cause investors to lose any potential investment opportunity in a target company and the chance of realizing future gains on Chenghe’s shareholders’ investment through any price appreciation in the combined company.

SPAC Public Warrants have been delisted from Nasdaq.

On June 15, 2023, Chenghe received a written notice from the Listing Qualifications Department of Nasdaq indicating that since the aggregate market value of the outstanding SPAC Public Warrants was less than $1 million, Chenghe was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in the Nasdaq Listing Rule 5452(b)(C) (the “Market Value Rule”), which requires Chenghe to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”).

Chenghe has been given 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Market Value Rule. Chenghe has not submitted such plan. On August 16, 2023, Nasdaq notified SPAC that it determined to commence proceedings to delist the SPAC Public Warrants from Nasdaq and that trading in the SPAC Public Warrants would be suspended at the opening of business on August 25, 2023. SPAC did not appeal the delisting determination. As a result, on September 8, 2023, Nasdaq filed a notification of removal from listing on Form 25. The SPAC Public Warrants are currently listed on the OTC Pink Market under the symbol of “LATGF”. CayCo does not intend to apply for the listing of the CayCo Warrants on any stock exchange after the Closing.

After the delisting of SPAC Public Warrants from Nasdaq, Chenghe and the holders of SPAC Public Warrants could face adverse consequences, including, among other things, reduced liquidity of SPAC Public Warrants, limited availability of market quotations for SPAC Public Warrants, and potentially becoming subject to regulation in each state in which Chenghe offer SPAC Public Warrants. The holders of SPAC Public Warrants may be unable to sell the SPAC Public Warrants held by it, him or her unless a market can be established or sustained.

The Third Extension proposed by SPAC contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in SPAC’s securities or lead SPAC to be delisted from Nasdaq.

SPAC is listed on The Nasdaq Global Market. Nasdaq Listing Rule IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of SPAC, would be January 27, 2025. Nasdaq Listing Rule IM-5810-1 provides that Nasdaq will inform a company that its securities are immediately subject to suspension and delisting in the event of the company fails to comply with rule IM-5101-2. If the Third Extension is approved and SPAC Board elects to extend the Termination Date of SPAC beyond January 27, 2025, such extension would extend SPAC’s life beyond the 36-month deadline. As a result, Nasdaq will suspend or delist SPAC’s securities, the only established trading market for SPAC would be eliminated and SPAC would seek to have its securities quoted on an over-the-counter market. If SPAC’s securities are delisted, such delisting could limit investors’ ability to make transactions in SPAC’s securities and subject SPAC to additional trading restrictions. For more details, see “— In the event the Third Extension is approved, Nasdaq may delist SPAC’s securities from trading on its exchange following shareholder redemptions in connection with such amendments, which could limit investors’ ability to make transactions in SPAC’s securities and subject SPAC to additional trading restrictions.”

In the event the Third Extension is approved, Nasdaq may delist SPAC’s securities from trading on its exchange following shareholder redemptions in connection with such amendments, which could limit investors’ ability to make transactions in SPAC’s securities and subject SPAC to additional trading restrictions.

SPAC Units and SPAC Class A Ordinary Shares are listed on the Nasdaq. SPAC is subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of its securities on Nasdaq. Pursuant to the terms of SPAC MAA, in the event that the Third Extension Amendment Proposal, the Dissolution Expenses Amendment Proposal and the Third Trust Amendment Proposal are approved, SPAC MAA and Trust Agreement are amended, SPAC Public Shareholders may elect to redeem their public shares and, as a result, SPAC may not be in compliance with Nasdaq’s continued listing requirements. SPAC expects that if SPAC Class A Ordinary Shares fail to meet Nasdaq’s continued listing requirements, SPAC Units will also fail to meet Nasdaq’s continued listing requirements for those securities. There’s no assurance that any of SPAC securities will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of SPAC Public Shares in connection with the amendment of SPAC MAA. If SPAC’s securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist SPAC’s securities from trading on its exchange. Effective September 18, 2023, SPAC Public Warrants were delisted 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).

If Nasdaq delists SPAC Units and SPAC Class A Ordinary Shares from trading on its exchange and SPAC is not able to list such securities on another national securities exchange, SPAC expects such securities could be quoted on an over-the-counter market. If this were to occur, SPAC could face significant material adverse consequences, including:

•        a limited availability of market quotations for SPAC securities;

•        reduced liquidity for SPAC securities;

•        a determination that SPAC Class A Ordinary Shares constitute a “penny stock” which will require brokers trading in SPAC Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for SPAC securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” SPAC Class A Ordinary Shares and SPAC Units qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While SPAC is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if SPAC were no longer listed on Nasdaq, SPAC securities would not qualify as covered securities under such statute and SPAC would be subject to regulation in each state in which SPAC offers its securities.

Risks Related to the Redemption

If SPAC Public Shareholders fail to properly demand redemption rights, they will not be entitled to convert their Public Shares into a pro rata portion of the Trust Account.

SPAC Public Shareholders holding Public Shares may demand that Chenghe convert their Public Shares into a pro rata portion of the Trust Account, calculated as of two (2) Business Days prior to the consummation of the Business Combination. To demand redemption rights, SPAC Public Shareholders must deliver their share certificates (if any) and other redemption forms (either physically or electronically) to Chenghe’s transfer agent no later than two (2) Business Days prior to the Extraordinary General Meeting. Any shareholder who fails to properly demand redemption rights by delivering his, her or its shares will not be entitled to convert his, her or its share certificates (if any) and other redemption forms into a pro rata portion of the Trust Account. See the section of this Registration Statement/Proxy Statement titled “Extraordinary General Meeting of SPAC Shareholders — Redemption Rights” for the procedures to be followed if you wish to convert your shares to cash.

SPAC Public Shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares.

A SPAC Public Shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without Chenghe’s prior consent. Accordingly, if you hold more than 15% of the Public Shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. Chenghe cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of the CayCo Ordinary Shares will exceed the per-share redemption price.

There is no guarantee that a SPAC Public Shareholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a SPAC Public Shareholder may be able to sell its CayCo Ordinary Shares in the future following the completion of the Business Combination or shares with respect to any alternative business combination, and these shareholders could suffer a reduction in the value of their CayCo Ordinary Shares and would be unlikely to have a remedy for such reduction in value. Certain events following the consummation of any initial business combination may cause an increase in the share price and may result in a lower value realized now than a shareholder of Chenghe might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of public shares after the

consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this Registration Statement/Proxy Statement. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect its individual situation.

If SPAC Public Shareholder fails to receive notice of Chenghe’s offer to redeem its Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite Chenghe’s compliance with the proxy rules, a SPAC Public Shareholder fails to receive the proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, this Registration Statement/Proxy Statement being furnished to SPAC Public Shareholders in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. Please see the section titled “Extraordinary General Meeting of SPAC Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Risks Related to the Post-Closing Company’s Securities

The price of CayCo Ordinary Shares may be volatile, and the value of CayCo Ordinary Shares may decline.

CayCo cannot predict the prices at which CayCo Ordinary Shares will trade. The price of CayCo Ordinary Shares may not bear any relationship to the market price at which CayCo Ordinary Shares will trade after the Transactions or to any other established criteria of the value of its business and prospects, and the market price of CayCo Ordinary Shares following the Business Combination may fluctuate substantially and may be lower than the price agreed by Chenghe and CayCo in connection with the Transactions. In addition, the trading price of SPAC Ordinary Shares following the Business Combination could be subject to fluctuations in response to various factors, some of which are beyond its control. These fluctuations could cause you to lose all or part of your investment in CayCo Ordinary Shares as you might be unable to sell these securities at or above the price you paid in the Transactions. Factors that could cause fluctuations in the trading price of CayCo Ordinary Shares include the following:

•        actual or anticipated fluctuations in its financial condition or results of operations;

•        variance in its financial performance from expectations of securities analysts;

•        changes in its projected operating and financial results;

•        changes in laws or regulations applicable to its business;

•        announcements by CayCo or its competitors of significant business developments, acquisitions or new offerings;

•        sales of CayCo Ordinary Shares by CayCo, its shareholders or its warrant holders, as well as the anticipation of lockup releases;

•        significant breaches of, disruptions to or other incidents involving its information technology systems or those of its business partners;

•        its involvement in litigation;

•        conditions or developments affecting the social consumer internet industry in the countries and regions where CayCo operates its business;

•        changes in its senior management or key personnel;

•        the trading volume of its securities;

•        changes in the anticipated future size and growth rate of its markets;

•        publication of research reports or news stories about CayCo, its competitors or its industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•        general economic and market conditions; and

•        other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

Future sales of CayCo Ordinary Shares issued in connection with the Business Combination may cause the market price of CayCo Ordinary Shares to drop significantly.

After the completion of the Business Combination, Chenghe’s shareholders will own a smaller percentage of the Post-Closing Company than they currently own in Chenghe.

At the Closing, assuming the Company Acquisition Percentage reaching 100% at the consummation of the FST Restructuring and the exercise of all issued and outstanding SPAC Warrants, existing CayCo shareholders, SPAC Public Shareholders, the Sponsors and their affiliates and the holders of SPAC Public Warrants are expected to hold approximately 61.70%, 6.40%, 18.10%, and 10.55% of CayCo’s total share capital, respectively, assuming no redemptions, approximately 63.74%, 3.31%, 18.70% and 10.90% of CayCo’s total share capital, respectively, assuming holders of 50% of the SPAC Public Shares exercise their redemption rights with respects to their Public Shares for a pro rata share of the funds in the Trust Account, and approximately 64.89%, 1.51%, 19.04% and 11.10% of CayCo’s total issued and outstanding share capital, respectively, assuming holders of 3,031,981 SPAC Public Shares exercise their redemption rights with respects to their Public Shares for a pro rata share of the funds in the Trust Account so that following the redemption, (i) SPAC will be able to pay total liabilities in the amount of $4.39 million as of June 30, 2024 from the Trust Account at the Closing; (ii) SPAC will be able to pay approximately $1.07 million of estimated transaction expenses incurred in connection with the Business Combination from the Trust Account at the Closing; and (iii) after the payment of liabilities and expenses set forth in (i) and (ii) above, SPAC will have U.S.$5,000,001 net asset at the Closing as required by the Business Combination Agreement, which will be distributed immediately to CayCo at the written instruction of the chief executive officer of CayCo, and used for working capital and general corporate purposes.

Certain existing shareholders of FST, the Sponsors and certain holders of SPAC Class B Ordinary Shares will be subject to the Lock-Up Agreement following the Closing. Pursuant to the Lock-Up Agreement, existing FST shareholders, the Sponsors and certain holders of SPAC Class B Ordinary Shares agreed that, during the applicable lock-up period, they will not, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position or enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of certain CayCo Ordinary Shares held by existing FST shareholders, the Sponsors and holders of SPAC Class B Ordinary Shares, respectively. See the section of this Registration Statement/Proxy Statement titled “The Business Combination Agreement and Ancillary Documents — Agreements Entered into in Connection with the Business Combination — Lock-Up Agreement.” Following the Closing, assuming the Company Acquisition Percentage is 100% at the FST Restructuring Closing, a total of 3,941,873 CayCo Ordinary Shares (assuming no redemptions), a total of 1,970,936 CayCo Ordinary Shares (assuming intermediate redemptions) and a total of 909,892 CayCo Ordinary Shares (assuming maximum redemptions) will immediately be freely tradeable. Assuming the Company Acquisition Percentage is 100% at the FST Restructuring Closing, a total of 47,191,873 CayCo Ordinary Shares (assuming no redemptions) and a total of 45,220,936 CayCo Ordinary Shares (assuming intermediate redemptions) or a total of 44,135,843 CayCo Ordinary Shares (assuming maximum redemptions) held by these certain FST shareholders, the Sponsors and their respective affiliates will be freely tradeable after the applicable lock-up period. However, depending on the level of redemption of Public Shares in connection with the Business Combination, FST and the Sponsors may consider releasing a portion or all of the CayCo Ordinary Shares held by the Sponsors, certain FST shareholders, and their respective affiliates (if applicable) from the Lock-Up Agreement to meet the requirement of the relevant stock exchange in relation to the public float, which will result in additional CayCo Ordinary Shares becoming freely tradeable at the Closing of Business Combination, and potentially downward pressure on the trading price of CayCo Ordinary Shares immediately after the Closing of Business Combination.

CayCo may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless, and exercise of a significant number of CayCo Warrants could adversely affect the market price of CayCo Ordinary Shares.

Under the Warrant Agreement, SPAC has, and pursuant to the Assignment, Assumption and Amendment Agreement to be entered into upon Closing, CayCo will have the ability to redeem outstanding warrants at any time after they become exercisable, at a price of $0.01 per warrant and upon a minimum of 30 days’ prior written notice of redemption provided that the reported closing price of SPAC Class A Ordinary Shares (or as the case may be, CayCo Ordinary Shares) meets the condition as discussed in more details in the section titled “Description of Securities — Warrants — Public Warrants.”

The trading price of CayCo’s securities may fluctuate following the Closing, and can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

If and when the warrants become redeemable by CayCo, CayCo may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the holders thereof to: (1) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for the warrant holders to do so; (2) sell the warrants at then-current market price when the warrant holders might otherwise wish to hold the warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. In the event that CayCo elects to redeem all of the outstanding warrants, it would only be required to have the notice of redemption mailed by first class mail, postage prepaid, by us not less than thirty (30) days prior to the redemption date to the registered holders of the outstanding warrants to be redeemed at their last addresses as they shall appear on the registration books.

CayCo does not intend to apply for the listing of the CayCo Warrants on any stock exchange after the Closing, holders of SPAC Public Warrants whose warrants are converted to CayCo Warrants upon Closing could face adverse consequences.

Upon the Closing, each SPAC Warrant that is outstanding and unexercised will be automatically converted into the right to receive a CayCo Warrant, which will be on the same terms and conditions as the applicable SPAC Warrant. The SPAC Public Warrants are currently listed on the OTC Pink Market under the symbol of “LATGF”. CayCo does not intend to apply for the listing of the CayCo Warrants on any stock exchange after the Closing. The SPAC Public Warrants not exercised upon Closing will be converted to CayCo Warrants, and the holders thereof could face adverse consequences, including, among other things, reduced liquidity of CayCo Warrants, limited availability of market quotations for CayCo Warrants, and may be unable to sell the CayCo Warrants they hold unless a market can be established or sustained.

CayCo may amend the terms of the warrants in a manner that may be adverse to holders of the warrants with the approval by the holders of at least 65% of the then outstanding warrants, or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of CayCo Warrants could be increased, the exercise period could be shortened and the number of CayCo Ordinary Shares purchasable upon exercise of a CayCo Warrant could be decreased, all without approval of warrant holder.

The Warrant Agreement (to be amended by the Assignment, Assumption and Amendment Agreement upon Closing) provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of the company’s board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in the company’s financial statements, but otherwise requires the approval by the holders of at least 65% of the then outstanding warrants to make any change that adversely affects the interests of the registered holders of the warrants. Accordingly, the company may amend the terms of the warrants (i) in a manner adverse to a holder of the warrants if holders of at least 65% of the then outstanding warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the company’s board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in the company’s financial statements without the consent of any shareholder or warrant holder. Although the company’s ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding warrants

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Registration Statement/Proxy Statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect SPAC’s, FST’s or CayCo’s current views, as applicable, with respect to, among other things, their respective capital resources, performance and results of operations. Likewise, all of FST’s and CayCo’s statements regarding anticipated growth in operations, anticipated market conditions, demographics, reserves and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “forecasts,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Registration Statement/Proxy Statement reflect SPAC’s, the FST’s s or CayCo’s current views, as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. None of SPAC, FST or CayCo guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•        possible delays in closing the Business Combination, whether due to the inability to obtain SPAC Shareholder Approval, or failure to satisfy any of the conditions to closing the Business Combination, as set forth in the Business Combination Agreement;

•        the inability of the Business Combination, or an alternate business combination, to be completed by the SPAC Termination Date, and the potential failure of SPAC to obtain an extension of the SPAC Termination Date if sought by SPAC;

•        any waivers of the conditions to Closing as may be permitted in the Business Combination Agreement;

•        general economic uncertainty;

•        expectations regarding FST’s strategies and future financial performance, including FST’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, ability to raise capital, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and FST’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        the risk that the proposed Business Combination disrupts current plans and operations of FST as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by the existing holders of SPAC Class A Ordinary Shares being greater than expected;

•        CayCo’s ability to obtain or maintain the listing of CayCo Ordinary Shares on the Nasdaq or any other national stock exchange following the Business Combination;

•        potential disruption in FST’s or CayCo’s employee retention as a result of the Business Combination;

•        potential litigation, governmental or regulatory proceedings, investigations or inquiries involving SPAC, FST or CayCo, including in relation to the Business Combination;

•        international, national or local economic, social or political conditions that could adversely affect the companies and their business;

•        the effectiveness of CayCo’s internal controls and its corporate policies and procedures;

•        changes in personnel and availability of qualified personnel;

•        environmental uncertainties and risks related to adverse weather conditions and natural disasters;

•        the volatility of the market price and liquidity of SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants;

•        potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by CayCo subsequent to the Business Combination;

•        the possibility that the SPAC Board’s valuation of the Company was inaccurate, including the failure of SPAC’s diligence review to identify all material risks associated with the Business Combination;

•        the limited experience of certain members of CayCo’s management team in operating a public company in the United States;

•        the volatility of the market price and liquidity of CayCo Ordinary Shares and CayCo Warrants;

•        a failure to achieve anticipated benefits of acquisitions or the need to dispose of non-core assets for less than their carrying value on the financial statements as a result of weak market conditions;

•        global political events that affect commodity prices;

•        the risk that FST’s properties may be subject to actions and opposition by non-governmental agencies;

•        a failure by FST to obtain the regulatory approvals it needs for general operating activities or compliance for decommissioning;

•        the geographical concentration of FST’s assets;

•        changes to current, or implementation of additional, regulations applicable to FST’s operations;

•        a failure to secure the services and equipment necessary for FST’s operations for the expected price, on the expected timeline, or at all;

•        seasonal weather conditions that may cause operational delays;

•        changes to applicable tax laws or government incentive programs;

•        defects in the title or rights in relation to FST’s properties;

•        risk management activities that expose FST to the risk of financial loss and counter-party risk;

•        the occurrence of an uninsurable event;

•        an inability to recruit and retain a skilled workforce and key personnel;

•        the potential physical effects of climate change on FST’s production and costs;

•        any breaches of FST’s cyber-security and loss of, or unauthorized access to, data;

•        changes to applicable tax laws and regulations or exposure to additional tax liabilities;

•        the significant increased expenses and administrative burdens that CayCo will incur as a public company;

•        internal control weaknesses and any misstatements of financial statements or CayCo’s inability to meet periodic reporting obligations;

•        foreign currency and interest rate fluctuations; and

•        failure to comply with anticorruption, economic sanctions, and anti-money laundering laws.

Additionally, statements relating to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future.

Forward-looking statements regarding expected ownership of CayCo Ordinary Shares by existing SPAC Shareholders and Company Shareholders following the Business Combination have been calculated based on each of SPAC’s and FST’s outstanding share capital, each as of the date of this Registration Statement/Proxy Statement. Forward-looking statements representing post-closing expectations are inherently uncertain. There can be no assurance that the forward-looking statements will prove to be accurate and reliance should not be placed on these estimates in deciding how to vote on the SPAC Shareholder Proposals.

The forward-looking statements contained herein are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. For a further discussion of the risks and other factors that could cause SPAC’s, FST’s or CayCo’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statements, please see the section entitled “Risk Factors.” There may be additional risks that SPAC, FST and/or CayCo do not presently know or that SPAC, FST and/or CayCo currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward-looking statements prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. While such forward-looking statements reflect SPAC’s, FST’s and CayCo’s good faith beliefs, as applicable, they are not guarantees of future performance. SPAC, FST and CayCo disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Registration Statement/Proxy Statement, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to SPAC, FST and CayCo, as applicable.

EXTRAORDINARY GENERAL MEETING OF SPAC SHAREHOLDERS

Overview

SPAC is furnishing this Registration Statement/Proxy Statement to its shareholders as part of the solicitation of proxies by the SPAC Board for use at the SPAC Shareholders’ Meeting to be held on [•], 2024, and at any adjournment or postponement thereof. This Registration Statement/Proxy Statement provides SPAC Shareholders with information they need to know to be able to vote or instruct their vote to be cast at the SPAC Shareholders’ Meeting.

Date, Time and Place of SPAC Shareholders’ Meeting

The SPAC Shareholders’ Meeting will be held at [•] and virtually on [•], 2024, at [•] Eastern Time at [•], pursuant to the procedures described in this Registration Statement/Proxy Statement, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the SPAC Shareholder Proposals.

Attending the SPAC Shareholders’ Meeting

All SPAC Shareholders as of the Record Date, or their duly appointed proxies, may attend the SPAC Shareholders’ Meeting virtually. If you were a SPAC Shareholder as of the close of business on [•], 2024, you may attend the SPAC Shareholders’ Meeting. SPAC Shareholders do not need to attend the SPAC Shareholders’ Meeting to vote their shares. For information on how to vote your SPAC Ordinary Shares, please see the subsection entitled “— Voting Your Shares.”

If you are a record holder, and you wish to attend the SPAC Shareholders’ Meeting virtually, go to [•], enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the SPAC Shareholders’ Meeting, you will need to log back into the meeting site using your control number on your proxy card.

If you hold your ordinary shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially own or, if you wish to attend the SPAC Shareholders’ Meeting, you must obtain a legal proxy from the shareholder of record and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the SPAC Shareholders’ Meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a legal proxy. Holders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the SPAC Shareholders’ Meeting virtually. You will receive an email prior to the meeting with a link and instructions for entering the SPAC Shareholders’ Meeting. “Street” name holders should contact Continental Stock Transfer & Trust Company on or before [•], 2024.

Shareholders will also have the option to listen to the SPAC Shareholders’ Meeting by telephone by calling:

•        within the U.S. and Canada: +1 [•] (toll-free)

•        outside of the U.S. and Canada: +1 [•] (standard rates apply)

The conference ID is [•]. You will not be able to vote or submit questions, unless you register for and log in to the SPAC Shareholders’ Meeting webcast as described above.

Purpose of the SPAC Shareholders’ Meeting

At the SPAC Shareholders’ Meeting, SPAC is asking SPAC Shareholders to vote on the following proposals:

•        Proposal No. 1 — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the business combination agreement dated as of December 22, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Chenghe, FST Corp., a Cayman Islands exempted company with limited liability (“CayCo”), FST Merger Ltd., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of CayCo (“Merger Sub”), and Femco Steel Technology Co., Ltd., a company incorporated and in existence under the laws of Taiwan with uniform commercial number

of 04465819 (“FST” and together with CayCo and Merger Sub, the “FST Parties”), and approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub shall be merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo (the “Merger”), and Chenghe will change its name to “FST Ltd.” (the “Business Combination”). The Business Combination and other transactions contemplated by the Business Combination Agreement are referred to as the “Transactions.” A copy of the Business Combination Agreement is attached as Annex A to the accompanying Registration Statement/Proxy Statement and a copy of the Plan of Merger is attached as Annex A-1 to this Registration Statement/Proxy Statement;

•        Proposal No. 2 — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and adopt the plan of merger to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and approve the transactions contemplated thereby, including, without limitation the Merger. A copy of the Plan of Merger is attached as Annex A-1to this Registration Statement/Proxy Statement;

•        Proposal No. 3 — The Authorized Share Capital Amendment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve, with effect from the effective time of the Merger, the reclassification and re-designation of (a) 200,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 200,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; (b) 20,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 20,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; and (c) 1,000,000 authorized but unissued preference shares of a par value of $0.0001 each to 1,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each (the “Re-designation”) so that following such Re-designation, the authorized share capital of Chenghe shall be $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each, and immediately after the Re-designation, the authorized share capital of Chenghe be increased from $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each by the creation of an additional 279,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each to rank pari passu in all respects with the existing ordinary shares;

•        Proposal No. 4 — The Articles Amendment Proposals — to consider and vote upon, as special resolutions, two separate special resolutions to respectively approve, with effect from the effective time of the Merger:

(a)     the change of name of Chenghe from “Chenghe Acquisition I Co.” to “FST Ltd.”; and

(b)    the amended and restated memorandum and articles of association of SPAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed second amended and restated memorandum and articles of association (the “Restated M&A”). A copy of the Restated M&A is attached as Annex H to this Registration Statement/Proxy Statement; and

•        Proposal No. 5 — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to the shareholders for vote.

Recommendation to Shareholders

The SPAC Board has determined that each of the SPAC Shareholder Proposals is fair to and in the best interest of SPAC and its shareholders and recommended that SPAC Shareholders vote “FOR” each of the Business Combination Proposal, the Merger Proposal, the Authorized Share Capital Amendment Proposal, and the Articles Amendment Proposals, and “FOR” the Adjournment Proposal, if presented.

In considering the recommendation of the SPAC Board to vote in favor of the Business Combination, shareholders should be aware that, the Sponsors, SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of unaffiliated SPAC Shareholders generally, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate, subject always to their fiduciary duties under Cayman

Islands law. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to SPAC Shareholders, considering that these interests would be disclosed in this Registration Statement/Proxy Statement. SPAC Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Old SPAC Sponsor paid an aggregate of $25,000 for 3,250,000 SPAC Class B Ordinary Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by the Extended Deadline. Based on the closing price for the SPAC Class A Ordinary Shares of $11.55 on Nasdaq on September 11, 2024, after giving effect to the Sponsor Sale, the value of the Founder Shares held by the Old SPAC Sponsor would be $6,930,000;

•        the fact that the Old SPAC Sponsor paid an aggregate of approximately $7,900,000 for its 7,900,000 SPAC Private Placement Warrants to purchase SPAC Class A Ordinary Shares and that such SPAC Private Placement Warrants will expire worthless if a business combination is not consummated by the Extended Deadline;

•        the fact that the New SPAC Sponsor entered into the Sponsor Sale SPA with the Old SPAC Sponsor for the acquisition of an aggregate of (i) 2,650,000 SPAC Class B Ordinary Shares and (ii) 7,900,000 SPAC Private Placement Warrants held by the Old SPAC Sponsor for an aggregate purchase price of $1.00 plus $450,000 extension contribution payment incurred prior to the date of the Sponsor Sale SPA, and other extension payments that may become due after the Sponsor Sale, and in accordance with the terms of the Trust Agreement. Based on the closing price for the Public Shares of $11.55 on the Nasdaq on September 11, 2024, the value of the Founder Shares held by the New SPAC Sponsor would be $18,386,133.15, and the value of the Converted SPAC Public Shares held by the New SPAC Sponsor would be $12,221,366.85;

•        the fact that the Sponsors are anticipated to hold 18.10% of issued and outstanding shares of CayCo immediately following the Business Combination (assuming no redemptions of holders of SPAC Class A Ordinary Shares and the exercise of SPAC Private Placement Warrants);

•        the fact that given the differential in the purchase price that the Sponsors paid for the SPAC Class B Ordinary Shares and the purchase price that the Sponsors paid for the SPAC Private Placement Warrants as compared to the price of the SPAC Class A Ordinary Shares and SPAC Public Warrants and the substantial number of SPAC Class A Ordinary Shares that the Sponsors will receive upon conversion of the SPAC Class B Ordinary Shares and (as applicable) SPAC Private Placement Warrants, the Sponsors can earn a positive return on their investment, even if holders of SPAC Class A Ordinary Shares have a negative return on their investment;

•        the fact that the Sponsors have agreed not to redeem any SPAC Ordinary Shares held by them in connection with the shareholder vote to approve a proposed initial business combination pursuant to the SPAC IPO Letter Agreement;

•        the fact that the Sponsors will lose their entire investment in SPAC if an initial business combination is not consummated by the Extended Deadline Date. The Sponsors, SPAC’s directors and officers, and their respective affiliates have not incurred any out-of-pocket fees and expenses in relation to the initial business combination since the SPAC IPO, except that, on October 25, 2023, SPAC issued a non-interest bearing non-convertible unsecured promissory note to the New SPAC Sponsor, for a principal amount of up to $1,960,000, and on July 11, 2024, SPAC issued the July 2024 Note to the New SPAC Sponsor, for a principal amount of up to $500,000. As of October 14, 2024, the total outstanding amount under the October 2023 Note and the July 2024 Note was $1,520,084 and $17,000, respectively;

•        the fact that the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to SPAC Class B Ordinary Shares held by them if SPAC fails to complete an initial business combination by the Extended Deadline;

•        the fact that the Sponsors, SPAC’s directors and officers, and their respective affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on SPAC’s behalf, such as identifying and investing possible business targets and business combinations. However, if SPAC fails to consummate a business combination within the required period, they will not

have any claim against the Trust Account for reimbursement. Accordingly, SPAC may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by the Extended Deadline;

•        the right of the Sponsors to hold the CayCo Ordinary Shares and CayCo Warrants following the Business Combination, subject to certain lock-up periods;

•        in the event of the liquidation of the Trust Account upon the failure of SPAC to consummate a business combination by the Extended Deadline, the Sponsors have agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per SPAC Class A Ordinary Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which SPAC has entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than its independent public accountants) for services rendered or products sold to SPAC, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of the SPAC IPO against certain liabilities, including liabilities under the Securities Act;

•        the Sponsors (including its representatives and affiliates) and SPAC’s officers and directors are, or in the future may become, affiliated with entities that are engaged in similar business to SPAC. For example, the New SPAC Sponsor is controlled by Mr. Richard Qi Li, who is the owner of Chenghe Group Limited, founder and director of Chenghe Capital Management Limited and also serves as a director and the chief executive officer of HH&L Acquisition Co., a NYSE-listed special purpose acquisition company, and served as chairman of the board of Chenghe Acquisition Co., a Nasdaq-listed special purpose acquisition company. The SPAC’s chief executive officer, Yixuan Yuan, is chief executive officer and director of Chenghe Acquisition II Co., a NYSE-listed special purpose acquisition company, and a Managing Director of Chenghe Group Limited. The SPAC’s chief financial officer, Zhaohai Wang, is chief financial officer of Chenghe Acquisition II Co., and an associate at Chenghe Capital Management Limited. The SPAC’s chairman of the board, Dr. Shibin Wang, served as chief executive officer of Chenghe Acquisition Co. and is chairman of the board of directors of Chenghe Acquisition II Co. The Sponsors and SPAC’s officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, another blank check company prior to SPAC completing its initial business combination. SPAC’s officers and directors may become aware of business opportunities which may be appropriate for presentation to SPAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in SPAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to SPAC, subject to applicable fiduciary duties under Cayman Islands law. SPAC MAA provide that SPAC renounces its interest in any corporate opportunity offered to any officer or director of SPAC. This waiver allows SPAC’s officers and directors to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. SPAC does not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target;

•        the fact that SPAC’s Sponsors, officers and directors have not received any cash compensation in relation to the Business Combination. Following the Closing, CayCo intends to develop an executive compensation program that will be made by the compensation committee of CayCo and Mr. Richard Qi Li, who controls the New SPAC Sponsor, will become a director of CayCo upon Closing;

•        the fact that the Business Combination Agreement provides for the continued indemnification of SPAC’s existing directors and officers and the continuation of the directors’ and officers’ liability insurance after the Business Combination; and

•        the fact that SPAC has entered into a registration rights agreement with the Sponsors, which provides for customary registration rights to them and their permitted transferees.

The personal and financial interests of the Sponsors, SPAC’s directors and officers may have influenced their motivations in identifying and selecting FST and completing a business combination with FST, and may influence the operation of the Post-Closing Company following the Business Combination by some of them. For more information about SPAC’s business and Sponsors’ shareholding in SPAC, see the section entitled “Business of SPAC and Certain Information about SPAC” on page 198. For dilution of non-redeeming SPAC shareholders, see “Questions and

Answers about the Business Combination and the Extraordinary General Meeting — Q: What ownership levels will current shareholders of Chenghe, the Sponsors, and the FST Shareholders and their affiliates have in CayCo after consummation of the Business Combination”.

No compensation of any kind, including finder’s and consulting fees, was paid to the New SPAC Sponsor, executive officers or directors or affiliates, for services rendered to or in connection with the Business Combination. However, these persons will be reimbursed for out-of-pocket expenses (if any) incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Further, the New SPAC Sponsor will receive CayCo Ordinary Shares in exchange of the SPAC Shares that it owns, CayCo Warrants in exchange of the SPAC Warrants that it owns, and repayment of then outstanding amount under the October 2023 Note and the July 2024 Note at the Closing of the Business Combination. The reimbursement of out-of-pocket expenses (if any), the securities to be issued to the New SPAC Sponsor and the repayment of the outstanding amount under the promissory notes may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Summary of Registration Statement/Proxy Statement — Compensation Received by New SPAC Sponsor,” “Questions and Answers about the Business Combination and the Extraordinary General Meeting — Q: What ownership levels will current shareholders of Chenghe, the Sponsors, and the FST Shareholders and their affiliates have in CayCo after consummation of the Business Combination” and “Executive Compensation — Executive Compensation prior to the Business Combination.”

Shareholders should also be aware that interests of FST, FST officers and directors may be inherently different from the interests of unaffiliated SPAC Shareholders, which could cause them to pursue terms of Business Combination less favorable to non-redeeming shareholders, and they owe no fiduciary duty to SPAC Shareholders. After Closing, certain FST officers and directors will be appointed as officers and directors of CayCo and certain of them will hold CayCo Ordinary Shares, assuming no redemption, amounting to 20.11% of CayCo Ordinary Shares post-Closing. Given the differential in the purchase price that FST officers and directors paid for the FST Shares they hold (i.e., less than approximately NTD 306.20 per share) and the price of the Public Shares and the number of CayCo Ordinary Shares the FST officers and directors will receive upon exchange of the FST Shares, the FST officers and directors can earn a positive return on their investment, even if the Public Shareholders have a negative return on their investment. See “Beneficial Ownership of CayCo Securities after Business Combination” on page 309. Furthermore, Chenghe intends to use substantially all of the funds held in the Trust Account to complete the Business Combination, after the payment to SPAC Public Shareholders who have validly redeemed their SPAC Shares upon Closing, and any remaining amount will be used as working capital to finance the operations of CayCo, make other acquisitions and pursue its growth strategies. See “Summary of Registration Statement/Proxy Statement — The Business Combination — Sources and Uses of Funds for the Business Combination” on page 43.

Vote of SPAC’s Sponsors

Pursuant to the SPAC IPO Letter Agreement, each of the New SPAC Sponsor, the Old SPAC Sponsor, and SPAC’s then directors, officers and advisors agreed to vote any SPAC Ordinary Shares, including the Founder Shares and Converted SPAC Public Shares, owned by them in favor of an initial business combination of SPAC. Each has also waived any redemption rights, including with respect to SPAC Class A Ordinary Shares purchased in SPAC IPO or in the aftermarket, in connection with the Business Combination. The SPAC Class B Ordinary Shares and the Converted SPAC Public Shares held by the Sponsors have no redemption rights upon SPAC’s liquidation and will be worthless if no business combination is effected by the SPAC Termination Date. However, the Sponsors are entitled to redemption rights upon SPAC liquidation with respect to any SPAC Class A Ordinary Shares they may acquire from the public market if no business combination is effected by the SPAC Termination Date.

Voting Power; Record Date

Only shareholders of record at the close of business on [•], 2024, the Record Date for the SPAC Shareholders’ Meeting, will be entitled to vote at the SPAC Shareholders’ Meeting.

Each SPAC Ordinary Share owned as of the close of business on the Record Date is entitled to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 5,000,000 SPAC Class A Ordinary Shares issued and outstanding and 2,191,873 SPAC Class B Ordinary Shares issued and outstanding. All SPAC Class B Ordinary Shares as of the Record Date were held by Sponsors.

Quorum and Required Vote

A quorum is the minimum number of SPAC Ordinary Shares that must be present to hold a valid meeting. The holders of majority of the SPAC Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not count as present for the purposes of establishing a quorum. SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares are entitled to vote together as a single class on all matters to be considered at the SPAC Shareholders’ Meeting. Voting on all resolutions at the SPAC Shareholders’ Meeting will be conducted by way of a poll vote. Shareholders will have one vote for each SPAC Ordinary Shares owned at the close of business on the Record Date.

Under Cayman Islands law and pursuant to SPAC MAA, each of the Merger Proposal and the Articles Amendment Proposals will require a special resolution, being the affirmative vote of shareholders holding at least two-thirds of SPAC Ordinary Shares which are voted on such resolution in person or by proxy at the SPAC Shareholders’ Meeting at which a quorum is present. Each of the Business Combination Proposal, the Authorized Share Capital Amendment Proposal and the Adjournment Proposal will require an ordinary resolution, being the affirmative vote of shareholders holding a majority of SPAC Ordinary Shares which are voted on such resolution in person or by proxy at the SPAC Shareholders’ Meeting at which a quorum is present.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the SPAC Shareholders’ Meeting and therefore will have no effect on the approval of each of the SPAC Shareholder Proposals as a matter of Cayman Islands law. Broker non-votes do not count as votes cast.

In general, if your shares are held in “street name” and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the SPAC Shareholder Proposals at the SPAC Shareholders’ Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the SPAC Shareholders’ Meeting.

Voting Your Shares

If you are a holder of record of SPAC Ordinary Shares, there are two ways to vote your ordinary shares at the Extraordinary General Meeting:

•        By Mail.    You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope so that it is received no later than 48 hours before the time appointed for the holding of the SPAC Shareholders’ Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of SPAC Board. Proxy cards received after the time specified above will not be counted.

•        In Person.    You may attend the SPAC Shareholders’ Meeting and vote in person, including virtually over the Internet by joining the live audio webcast and vote electronically by submitting a ballot through the web portal during the SPAC Shareholders’ Meeting webcast. You may attend the SPAC Shareholders’ Meeting webcast by accessing the web portal located at [•] and following the instructions set forth on your proxy card.

Revoking Your Proxy

If you are a holder of record of SPAC Ordinary Shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        You may send another signed proxy card to SPAC Transfer Agent at the address set forth herein so that it is received no later than 48 hours before the time appointed for the holding of the SPAC Shareholders’ Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

•        You may notify SPAC Board in writing, prior to the vote at the SPAC Shareholders’ Meeting, that you have revoked your proxy; or

•        You may attend the SPAC Shareholders’ Meeting and vote in person, including over the Internet by joining the live audio webcast and vote electronically by submitting a ballot through the web portal during the SPAC Shareholders’ Meeting, although your attendance alone will not revoke any proxy that you have previously given.

If you hold your SPAC Class A ordinary shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee.

Who Can Answer Your Questions about Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Sodali, SPAC’s proxy solicitor, at +1 (800) 662-5200, or banks and brokers can call at +1 (203) 658-9400, or by emailing LATG.info@investor.sodali.com.

Redemption Rights

SPAC Public Shareholders may seek to redeem their SPAC Class A Ordinary Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any SPAC Public Shareholders may demand that SPAC redeem such SPAC Class A Ordinary Shares for a pro rata portion of the funds deposited in the Trust Account (which, for illustrative purposes, was $[•] per share as of the Record Date), calculated as of two (2) Business Days prior to the anticipated consummation of the Business Combination. If a SPAC Public Shareholder properly seeks redemption as described in this section and the Business Combination is consummated, SPAC will redeem their SPAC Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

In order to exercise your redemption rights, you must:

•        if you hold SPAC Units, separate the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants;

•        check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to ordinary shares; and

•        prior to 5:00 p.m. Eastern Time on [•], 2024 (two (2) Business Days before the SPAC Shareholders’ Meeting), tender your shares by either delivering their share certificates (if any) and other redemption forms to SPAC Transfer Agent or by delivering your shares electronically using The Depository Trust Company’s DWAC System. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the SPAC Transfer Agent and time to effect delivery. It is understood that shareholders should generally allot at least two weeks to obtain physical certificates from the SPAC Transfer Agent. However, we do not have any control over this process, and it may take longer than two weeks. Shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

SPAC Transfer Agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

Notwithstanding the foregoing, a SPAC Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the SPAC Class A Ordinary Shares. Accordingly, all SPAC Class A Ordinary Shares in excess of 15% held by a SPAC Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash. The Sponsors also will not have redemption rights with respect to such shares.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. SPAC Transfer Agent will typically charge the tendering broker $80.00, and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

The requirement for physical or electronic delivery prior to the SPAC Shareholders’ Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved. If you do not submit a written request and deliver your SPAC Class A Ordinary Shares as described above, your shares will not be redeemed. If you exercise your redemption rights, then you will be exchanging your shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if, prior to the deadline for submitting redemption requests, you properly demand redemption by following the procedure described above, and the Business Combination is consummated.

Any request to redeem such shares, once made, may be withdrawn at any time up to the deadline for submitting redemption requests, which is [•], 2024, (two (2) Business Days prior to the date of the SPAC Shareholders’ Meeting), and thereafter, with our consent, until the Closing. Furthermore, if a SPAC Public Shareholder delivered its share certificate and other redemption forms to the SPAC Transfer Agent or delivered its SPAC Class A Ordinary Shares electronically using The Depository Trust Company’s DWAC System in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the SPAC Transfer Agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then shareholders who appointed to exercise their redemption rights will not be entitled to redeem their shares for a pro rata portion of the funds deposited in the Trust Account. In such case, SPAC will promptly return any shares tendered for redemption by shareholders. If SPAC would be left with less than $5,000,001 of net tangible assets as a result of shareholders properly demanding redemption of their shares for cash, SPAC will not be able to consummate the Business Combination as this is a Closing Condition, unless all parties waive such condition. For further discussion of the net tangible assets requirement, please see “Questions and Answers About the Business Combination and the Extraordinary General Meeting — What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?” and “Questions and Answers About the Business Combination and the Extraordinary General Meeting — What conditions must be satisfied to complete the Business Combination?”.

The closing price of SPAC Class A Ordinary Shares on the Record Date was $[•]. The cash held in the Trust Account on the Record Date was approximately $[•] ($[•] per share). Prior to exercising redemption rights, shareholders should verify the market price of SPAC Class A Ordinary Shares as they may receive higher proceeds from the sale of their SPAC Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your SPAC Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in SPAC’s securities when you wish to sell your shares.

For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations for SPAC and Holders of SPAC Securities and CayCo Securities.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you should consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights under the Cayman Companies Act

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available and have been validly exercised and not effectively withdrawn or lost, dissenting shareholders are entitled to receive fair value for their shares as determined by the Grand Court of the Cayman Islands.

Regardless of whether shareholder appraisal rights are or are not available, Holders of SPAC Class A Ordinary Shares are still entitled to exercise the rights of redemption as set out herein. However, Holders of SPAC Class A Ordinary Shares who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein.

In order for Holders of SPAC Class A Ordinary Shares to validly exercise their appraisal rights in connection with the Business Combination under the Cayman Companies Act, they must provide to SPAC prior to the SPAC Shareholders’ Meeting their written objection to the Business Combination and a statement demanding the payment for their SPAC Class A Ordinary Shares, and subsequently comply with all procedures and requirements set out in Section 238 of the Cayman Companies Act for the exercise of shareholder appraisal rights.

In essence, that procedure is as follows: (i) as noted above, the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice of such approval to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent in respect of all of his shares, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in (iii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his, her or its shares at a price that the company determines is the fair value and if the company and the dissenting shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the dissenting shareholder such amount; and (v) if the company and the dissenting shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Grand Court of the Cayman Islands to determine the fair value of their shares and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

Proxy Solicitation Costs

SPAC is soliciting proxies on behalf of SPAC Board. This solicitation is being made by mail but also may be made by telephone, virtually or by electronic means or in person. SPAC will bear the cost of the solicitation.

SPAC has hired Sodali to assist in the proxy solicitation process and will pay to Sodali a fixed fee of $15,000, plus associated disbursements and an amount equal to 6% of certain fees for administration, technology, and research and data services with a minimum charge of $2,500. SPAC will also reimburse Sodali for reasonable and customary out-of-pocket expenses. SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions and will reimburse them for their reasonable expenses.

In addition to these mailed proxy materials, SPAC’s directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies.

Other Matters

The SPAC Shareholders’ Meeting has been called to consider only the approval of the SPAC Shareholder Proposals and the Adjournment Proposal if presented. If any other matters should properly come before the SPAC Shareholders’ Meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

SPAC SHAREHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

SPAC is asking its shareholders to approve the Business Combination Agreement and the Business Combination described in this Registration Statement/Proxy Statement, including (i) adopting the Business Combination Agreement and (ii) approving the Transactions. SPAC Shareholders should carefully read this Registration Statement/Proxy Statement in its entirety for more detailed information concerning the Business Combination Agreement and Transactions. A copy of the Business Combination Agreement is attached as Annex A to this Registration Statement/Proxy Statement. Please see the section entitled “The Business Combination Agreement and Ancillary Documents” for additional information and a summary of certain terms of the Business Combination Agreement and the other Transaction Agreements. You are urged to carefully read the Business Combination Agreement in its entirety before voting on this proposal.

SPAC may consummate the Business Combination only if SPAC receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least a majority of the shareholders who attend and vote at the SPAC Shareholders’ Meeting.

Business Combination Agreement

On December 22, 2023, SPAC entered into the Business Combination Agreement with CayCo, FST and Merger Sub, which provides for the Business Combination and other transactions in connection therewith. Upon the consummation of the Business Combination and other transactions contemplated by the Business Combination Agreement, SPAC will become a wholly-owned subsidiary of CayCo, with the shareholders of SPAC becoming shareholders of CayCo, and SPAC will change its name to “FST Ltd.”.

Pursuant to SPAC MAA, holders of SPAC Class A Ordinary Shares may redeem SPAC Class A Ordinary Shares in conjunction with a shareholder vote on the Transactions, if certain conditions and procedure requirements are satisfied. See the subsection entitled “Extraordinary General Meeting of SPAC Shareholders — Redemption Rights” for a detailed description of the redemption procedure.

Transaction Structure

The Business Combination Agreement provides that at the Closing, in accordance with the Cayman Companies Act, Merger Sub will merge with and into SPAC, the separate corporate existence of Merger Sub will cease and SPAC will be the surviving company and become a wholly-owned subsidiary of CayCo.

Pro Forma Capitalization

The pro forma equity valuation of CayCo upon consummation of the Transactions is estimated to be $400,000,000. It is estimated that, upon consummation of the Transactions, assuming the Company Acquisition Percentage is 100% at the consummation of the FST Restructuring and none of the holders of SPAC Class A Ordinary Shares demand redemption pursuant to SPAC MAA (and assuming all of the issued and outstanding SPAC Warrants was exercised), the pre-Closing shareholders of FST will own approximately 61.70% of CayCo’s total issued and outstanding share capital, the SPAC Public Shareholders will own approximately 6.40% of CayCo’s total issued and outstanding share capital and the Sponsors and their respective affiliates will own approximately 18.10% of CayCo’s total issued and outstanding share capital. For more details, see the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The Merger Consideration of the Business Combination

See the subsection entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.”

Background of the Business Combination

The terms of the Business Combination Agreement and the Ancillary Documents are the result of extensive negotiations between Chenghe, FST and their respective representatives. The following is a brief description of the background of Chenghe’s previous attempts at a business combination, its negotiations with and evaluation of FST, the

Business Combination Agreement, the Business Combination and the related transactions, after the Sponsor Sale. The following is not intended to be a list of all opportunities initially evaluated or explored or discussions held by Chenghe, but rather to summarize the key meetings and events that led to the signing of the Business Combination Agreement with FST. It includes all information that Chenghe and FST consider material regarding the negotiation of the Business Combination. All dates and times referred to in the following chronology are Hong Kong time unless otherwise indicated.

Prior to the consummation of the SPAC IPO, Chenghe had not selected any business combination target and it had not, nor had anyone acting on its behalf, initiated any substantive discussion, directly or indirectly, with any business combination target.

From the consummation of the SPAC IPO on January 27, 2022 to the date of Sponsor Sale, Chenghe’s previous management team commenced an active search for prospective businesses and assets to acquire. During this search process, the Old SPAC Sponsor evaluated over five (5) potential targets. The Old SPAC Sponsor had not entered into any definitive agreement with any target for a business combination transaction.

On September 1, 2023, J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division introduced the Old SPAC Sponsor to the New SPAC Sponsor. On September 4, 2023, the Old SPAC Sponsor held an initial teleconference with the New SPAC Sponsor to discuss the Sponsor Sale.

From September 11, 2023 to September 12, 2023, representatives of the Old SPAC Sponsor and the New SPAC Sponsor discussed and negotiated the commercial terms of the Sponsor Sale.

On September 16, 2023, the New SPAC Sponsor and the Old SPAC Sponsor entered into a non-disclosure agreement, and representatives of the New SPAC Sponsor received access to Chenghe’s virtual data room.

On September 18, 2023, representatives of White & Case, the legal advisor to the New SPAC Sponsor (and after the consummation of the Sponsor Sale, legal advisor to Chenghe), shared an initial draft of the securities purchase agreement (“Sponsor Sale SPA”) with representatives of the Old SPAC Sponsor and Shearman & Sterling LLP (“Shearman & Sterling”), the legal advisor to the Old SPAC Sponsor.

From September 19, 2023 to the execution of the Sponsor Sale SPA, representatives of the Old SPAC Sponsor, Shearman & Sterling, the New SPAC Sponsor and White & Case had several teleconferences to discuss the comments on the Sponsor Sale SPA.

On September 29, 2023, SPAC, the Old SPAC Sponsor and the New SPAC Sponsor entered into the Sponsor Sale SPA, pursuant to which the New SPAC Sponsor acquired an aggregate of (i) 2,650,000 SPAC Class B Ordinary Shares and (ii) 7,900,000 SPAC Private Placement Warrants held by the Old SPAC Sponsor for an aggregate purchase price of $1.00 plus the New SPAC Sponsor’s agreement to deposit into the Trust Account (a) on the closing of the Sponsor Sale, $450,000 for due and payable extension contribution payment incurred prior to the date of the Sponsor Sale SPA and (b) on any other applicable due date, other extension payments that may become due after the Sponsor Sale, and in accordance with the Trust Agreement.

In addition to the Sponsor Sale SPA, the New SPAC Sponsor also entered into the Joinder to the Registration Rights Agreement pursuant to which the New SPAC Sponsor agreed to become a party to the Registration Rights Agreement dated as of January 24, 2022 by and among Chenghe, the Old SPAC Sponsor and other parties named therein.

Further, in addition to the Sponsor Sale SPA, the New SPAC Sponsor entered into the joinder to the SPAC IPO Letter Agreement pursuant to which the New SPAC Sponsor agreed to become a party to the SPAC IPO Letter Agreement dated as of January 24, 2022 by and among Chenghe, the Old SPAC Sponsor and the other parties named therein.

The Sponsor Sale SPA contains customary representations and warranties of the parties, including, among others, with respect to corporation organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Sponsor Sale SPA were made solely for the benefit of the other parties to the Securities Purchase Agreement, and investors are not third-party beneficiaries of the Sponsor Sale SPA. In addition, such representations and warranties (i) were made only as of the date of the Sponsor Sale SPA or such other date as is specified in the Sponsor Sale SPA, and (ii) may have been included in the Sponsor Sale SPA for the purpose of allocating risk between the parties rather than establishing matters as facts.

On October 4, 2023, Chenghe issued a press release and filed a Current Report on Form 8-K to announce, among others, the Sponsor Sale SPA.

On October 6, 2023, the Sponsor Sale was consummated, following which, the Old SPAC Sponsor owns 600,000 SPAC Class B Ordinary Shares and no SPAC Private Placement Warrant.

Upon the consummation of the Sponsor Sale, Chenghe’s previous directors, officers and advisors resigned from their positions, and Dr. Shibin Wang, Ning Ma, Kwan Sun and James Zhang were appointed as directors of Chenghe and Zhiyang Zhou was appointed chief executive officer and chief financial officer of Chenghe.

Description of discovery and negotiation process with potential targets by the New SPAC Sponsor

Prior to the closing of the Sponsor Sale on October 6, 2023, the New SPAC Sponsor began the process of searching for potential business combination targets for the special purpose acquisition companies that it may sponsor in the future. The New SPAC Sponsor sought to leverage its management team and directors’ professional and personal relationships to source potential targets, including (i) Dr. Shibin Wang (the chairman of the Chenghe Board, who has over 16 years’ experience in sales and trading of structured financial products, cross-border financing and other capital market activities), (ii) the industry connections built through the previous successful de-SPAC transaction led by the New SPAC Sponsor and its affiliates, and (iii) the extensive investment experience of the New SPAC Sponsor’s other affiliates.

In performing their roles at the New SPAC Sponsor and for other positions they hold, the New SPAC Sponsor’s management team and affiliates attended a variety of industry conferences and performed industry research, including, among others, telecommunication, media and technologies (TMT), green energy, biotechnology, fintech in the Asia Pacific region. The foregoing efforts led to the identification of a multitude of potential targets. Representatives of the New SPAC Sponsor contacted and communicated with these third parties for initial informational purposes. During this search process, the New SPAC Sponsor identified and conducted preliminary evaluations of 22 potential targets.

The New SPAC Sponsor’s initial evaluations consisted of a review of each potential target’s business, including but not limited to business due diligence, commercial due diligence, financial due diligence and legal due diligence, and such potential targets are from a variety of TMT, green energy, biotechnology, healthcare and fintech sectors.

Since September 2022, the New SPAC Sponsor and its affiliates entered into non-disclosure agreements (the “NDAs”) with more than 10 potential targets (including FST) that evidenced some or all of the following characteristics: the development of a robust go-to-market strategy, the profitability of the existing operations, the access to sizeable addressable market, the competitive position in the industry landscape, the establishment of thorough and long-lasting intellectual property protections, the creation of a novel technology or technologies, the distinguishing brand presence in local markets, the capabilities of in-house research, development and manufacturing, the scale of operation, and the implementation of necessary operational requirements.

In July 2023, Geneva introduced FST to the New SPAC Sponsor as a business combination target that could potentially achieve investment criteria of the New SPAC Sponsor. For more details of FST’s financial advisor, see “The Business Combination Agreement and Ancillary Documents — Geneva Agreement” below. On July 29, 2023, as part of the New SPAC Sponsor’s initial outreach to potential targets, the New SPAC Sponsor held an initial videoconference with FST’s management team to obtain a further understanding of FST and its management team.

Of the 22 companies that the New SPAC Sponsor evaluated, FST in particular met and exceeded the criteria that the New SPAC Sponsor sought in seeking to identify a potential business combination target for a special purpose acquisition company that it may sponsor in the future. FST is a Taiwanese company engaged in the research and development, production and sales of golf shafts. FST’s product line-up, the historic profitability of its operation, the maturity of its targeted markets, its global brand recognition, and progress in product development, in the New SPAC Sponsor’s view, were sufficient to support their continuous expansion in the local and global markets. The other targets evaluated by the New SPAC Sponsor failed to meet the criteria for the following reasons: (1) the early stage in product development, (2) the uncertainties in commercialization prospects, (3) the needs for additional financing to support further research and development, (4) regulatory uncertainties, and (5) historic financial performance. In particular, of the 10 potential targets with which the New SPAC Sponsor entered into preliminary discussions, they were eliminated for the following reasons: (i) they insisted on a minimum cash condition of the special purpose acquisition company at the consummation of the business combination; (ii) the parties were not aligned on the proposed valuation; and (iii) they have a China-related business which may bring potential regulatory uncertainties.

From September 21, 2023 to September 23, 2023, representatives of the New SPAC Sponsor, intending to identify a potential business combination target for a special purpose acquisition company that it may sponsor in the future (including Chenghe, for which the New SPAC Sponsor was negotiating the Sponsor Sale with the Old SPAC Sponsor at the time), visited representatives of FST in Taiwan. On September 22, 2023, representatives of the New SPAC Sponsor attended a meeting with FST’s management team discussing a potential business combination transaction.

From September 25, 2023 to September 27, 2023, representatives of the New SPAC Sponsor, White & Case, FST and Landi Law Firm, the legal advisor to FST, discussed and negotiated a draft letter of intent, including key issues, such as valuation, Chenghe’s right to nominate certain number of board members to the combined company, and payment of extension expenses.

In negotiating the LOI, the New SPAC Sponsor’s representatives, advised by its financial advisor, based their valuation of FST on several factors, including, but not limited to, (i) detailed review, and where appropriate, adjustment, of company-provided financial projections; (ii) a discounted cash flow modeling exercise; and (iii) benchmarking analysis against publicly trading peers in the market, as well as sector-relevant SPAC deals announced but not yet closed.

On September 27, 2023, the New SPAC Sponsor and FST entered into a letter of intent (the “FST LOI”). The FST LOI provided for, among other things, (i) a pre-money equity valuation of FST at US$350 million to US$450 million; (ii) no minimum cash requirement as a condition to closing; and (iii) after the definitive agreement is signed, FST shall pay Chenghe approximately US$70,000 to US$80,000 per month for extension related expenses.

In the week following the execution of the FST LOI, the parties discussed and agreed on a work plan to (i) conduct legal, finance, business and tax due diligence with FST, (ii) prepare and implement transaction structure, and (iii) prepare and negotiate definitive agreements, including the business combination agreement and ancillary documents.

On October 4, 2023, the New SPAC Sponsor (and subsequently after the consummation of the Sponsor Sale, Chenghe) engaged Lee and Li, Attorneys-at-Law (“Lee and Li”), as its Taiwan counsel, and Maples and Calder (Hong Kong) LLP (“Maples”), as its Cayman Islands counsel.

From October to December of 2023, representatives of the New SPAC Sponsor received access to FST’s virtual data room and a series of emails, calls and materials were exchanged between Chenghe and FST. These exchanges included discussions of strategic, commercial and capital-raising plans and the transaction structure for implementing a business combination between FST and Chenghe.

From October 4, 2023 to the execution of the Business Combination Agreement on December 22, 2023, representatives of the New SPAC Sponsor, White & Case, Lee and Li and Maples continued legal due diligence on FST, including, but not limited to, corporate structure, historical financing activities, data and privacy, intellectual property, material contracts, litigation, real and personal properties, employee matters, antitrust and compliance. During this process, White & Case and Lee and Li circulated six rounds of supplemental legal due diligence request list to FST and Landi Law Firm, and reviewed all responses relating thereto and highlighted key legal issues with Chenghe’s management.

From October 5, 2023 to December 9, 2023, representatives of Chenghe or the New SPAC Sponsor (as applicable), FST, White & Case, Lee and Li, and Landi Law Firm, together with Deloitte Touche Tohmatsu (“Deloitte”), Chenghe’s tax advisor engaged by Chenghe on October 6, 2023, discussed the preliminary transaction structure via various teleconferences and reviewed the transaction structure proposal from a US, Taiwan, and Cayman tax perspective. They also exchanged multiple drafts of the transaction structure proposal to reflect the discussions and feedbacks from Chenghe, FST, and their respective financial, tax and legal advisors regarding the transaction structures.

From October 16, 2023 to October 18, 2023, representatives of FST visited representatives of Chenghe in Hong Kong to discuss the transaction timeline and the work plan of the proposed business combination between FST and Chenghe.

On November 17, 2023, representatives of White & Case shared an initial draft of the Business Combination Agreement with representatives of FST and Landi Law Firm, which reflected, among other items, (i) a pre-money equity valuation of FST at US$400 million on a fully diluted basis; (ii) that CayCo, FST and a newly incorporated

Taiwan company will consummate the FST Restructuring by way of share exchange before the Closing; (iii) that FST and CayCo shall obtain the Taiwan DIR Approval within the prescribed time; (iv) that FST shall bear all filing fees in connection with the registration statement or the proxy statement, all costs and fees in connection with the FST Restructuring and the SPAC Extension; and (v) that FST shall pay and reimburse all SPAC Transaction Expenses if the Business Combination Agreement is terminated by Chenghe.

On November 20, 2023, representatives of White & Case shared with representatives of FST and Landi Law Firm initial drafts of certain ancillary documents to the Business Combination Agreement, namely (i) the Sponsor Support Agreement, (ii) the Company Shareholder Support Agreement, (iii) the Investor Rights Agreement, and (iv) the Lock-Up Agreement. The Lock-Up Agreement reflected (x) that subject to certain exceptions, the CayCo Ordinary Shares held by the Sponsor Key Holders and the FST Shareholders that are outstanding immediately following the Closing, shall be subject to a lock-up period of six (6) months, and (y) the locked-up shares would be released from the lock-up restrictions prior to the expiration of the six (6)-month period if the closing price of CayCo Ordinary Shares equals or exceeds US$12.00 per share for any twenty (20) trading days within any thirty (30)-trading day period after 150 days following the Closing.

On November 22, 2023, representatives of White & Case shared with representatives of FST and Landi Law Firm initial drafts of certain ancillary documents to the Business Combination Agreement, namely (i) form of the Plan of Merger, and (ii) form of the Amended and Restated Memorandum and Articles of Association of CayCo.

On November 24, 2023, representatives of Landi Law Firm shared with representatives of White & Case revised drafts of the Business Combination Agreement, which, among others, reflected (i) that CayCo and FST will consummate the FST Restructuring by way of executing Company Restructuring Documents with FST Shareholders; (ii) that FST shall bear all costs and fees in connection with the SPAC Extension which shall not exceed US$80,000; and (iii) material adverse effect qualification in certain FST representations.

On the same day, representatives of Landi Law Firm shared with representatives of White & Case comments on (i) the Company Shareholder Support Agreement, (ii) the Investor Rights Agreement, (iii) the Lock-Up Agreement, (iv) form of the Plan of Merger, and (v) form of the Amended and Restated Memorandum and Articles of Association of CayCo. The revised Lock-Up Agreement reflected FST’s position that (x) only the FST Shareholders that own 5% or more of the equity in FST should sign the Lock-Up Agreement, and (y) transfers from existing shareholders of CayCo to FST’s directors, officers or employees, or other CayCo shareholders should be permitted during the lockup period.

On the same day, representatives of White & Case shared with Chenghe’s management team summaries of their and Lee and Li’s legal due diligence process to date and interim key findings. The legal due diligence process included, but was not limited to, (i) a comprehensive review of materials provided by FST, including materials from FST in response to requests of Chenghe’s advisors for follow-up data and information, as well as FST’s responses to due diligence questions, and (ii) summaries of key findings with respect to regulatory approvals required in connection with the Transaction (including the Taiwan DIR Approval and filings of FST as a Taiwan Public Company), and regulatory compliance with anti-money laundering and sanctions, and material contracts.

From November 28, 2023 to November 29, 2023, representatives of Chenghe, FST, White & Case and Landi Law Firm exchanged comments on the revised structure of the FST Restructuring and transaction timeline, and responses relating to Taiwan legal and regulatory issues, including among others, (i) restructuring FST and CayCo in two phases, (ii) the estimated time to secure the Taiwan DIR Approval, (iii) legal matters relating to FST as a Taiwan Public Company, (iv) signing of the Company Restructuring Documents, and (v) formation of CayCo and Merger Sub.

On November 30, 2023, representatives of White & Case shared a revised draft of the Business Combination Agreement with representatives of FST and Landi Law Firm, which reflected, among others, (i) FST to obtain the Company Shareholder Approval no later than a prescribed time; (ii) the FST Restructuring shall be consummated before the Closing in two phases, including among others, FST shall (A) deliver the Phase I Restructuring Documents and the Phase II Restructuring Documents within the prescribed time, which is also included as a termination trigger; (B) obtain the Phase I DIR Approval and the Phase II DIR Approval within the prescribed time; and (C) procure that the Company Acquisition Percentage shall be at least 90%, which is also included as a closing condition; (iii) a size cap of 55% of the FST Shareholders signing the Phase I Restructuring Documents; (iv) FST shall complete the de-registration from Taiwan Stock Market and the termination of its Taiwan Public Company status (collectively, the “FST Withdrawal”) by the prescribed time; (v) FST shall acquire the Company Shares owned by the Remaining Company Shareholders with cash consideration; and (vi) inclusion of a termination fee payable by FST to Chenghe if the Business Combination Agreement is terminated by Chenghe or FST pursuant to the termination triggers.

On December 1, 2023, representatives of White & Case shared with representatives of Landi Law Firm and FST comments on the Lock-Up Agreement, which reflected Chenghe’s position that (i) it is not customary to include transfers to FST’s directors, officers and employees, and other shareholders as permitted transfers during the lockup period; and (ii) each FST Shareholder that owns 1% or more of equity shares in FST shall sign the Lock-Up Agreement.

On December 5, 2023, FST’s financial advisor circulated the pro forma capitalization table of CayCo as of the Closing Date.

On December 6, 2023, representatives of Landi Law Firm shared a revised draft of the Business Combination Agreement with representatives of Chenghe and White & Case, which reflected, among other, (i) rejection of FST’s obligation to acquire the Company Shares from the Remaining Company Shareholders; (ii) rejection of the prescribed time to complete the FST Withdrawal; (iii) rejection of the prescribed time to sign the Company Restructuring Documents and to obtain the Taiwan DIR Approvals; (iv) amendment of the agreement end date to December 31, 2024; (v) addition of material breach of Chenghe’s obligations as a termination trigger; (vi) rejection of obtaining the Company Shareholder Approval as a termination trigger; and (vii) rejection of termination fee and that Chenghe shall pay and reimburse all Company Transaction Expenses if the Business Combination Agreement is terminated by FST pursuant to the termination trigger.

On December 7, 2023, representatives of Landi Law Firm shared with representatives of Chenghe and White & Case a revised draft of the Investor Rights Agreement, which reflected, among others, a cap of US$30,000 on the fees and expenses to be paid by CayCo in connection with the obligations under the Investor Rights Agreement.

On the same day, representatives of White & Case and Landi Law Firm exchanged initial drafts of the Company disclosure letter and SPAC disclosure letter.

On December 8, 2023, representatives of Chenghe, FST, White & Case and Landi Law Firm and other parties had a teleconference to discuss the comments on the Business Combination Agreement, including among others, (i) the timeline of the FST Restructuring; (ii) the obligation to acquire the Company Shares from the Remaining Company Shareholders; (iii) the termination triggers; (iv) the termination fees; and (v) and the agreement end date.

On December 9, 2023, representatives of Landi Law Firm shared with representatives of Chenghe and White & Case revised drafts of the Company disclosure letter and additional due diligence documents of FST.

On the same day, representatives of White & Case shared a revised draft of the Business Combination Agreement with representatives of FST and Landi Law Firm, which reflected, among other items, (i) reinstatement of a prescribed time for the application of the FST Withdrawal; (ii) reinstatement of FST’s obligation to acquire the Company Shares from Remaining Company Shareholders; (iii) reinstatement of a prescribed time to deliver the Phase II Restructuring Documents and apply for the Taiwan DIR Approval; (iv) amendment of the agreement end date to October 26, 2024; (v) addition of a cure period of 30 days for certain termination triggers; and (vi) reinstatement of the termination fee and removal of Chenghe’s obligation to pay the Company Transaction Expenses if the Business Combination Agreement is terminated by FST.

On December 12, 2023, Chenghe signed a non-disclosure agreement with Revere Securities LLC (“Revere”) and Chenghe subsequently signed an engagement letter with Revere to appoint Revere as (i) Chenghe’s financial advisor in connection with the Business Combination, and (ii) Chenghe’s capital markets advisor and placement agent in connect with a private placement of Chenghe’s securities to fund the Business Combination.

On December 13, 2023, representatives of Landi Law Firm shared with representatives of Chenghe and White & Case a revised draft of the Business Combination Agreement, which, among others, reflected (i) qualification in the covenant requiring FST to acquire the Company Shares owned by the Remaining Company Shareholders; (ii) amendment to the prescribed time for the application of the FST Withdrawal; (iii) amendment to the prescribed time in the termination trigger relating to the Taiwan DIR Approval; (iv) removal of the termination trigger relating to the delivery of the Company Restructuring Documents; and (v) reinstatement of Chenghe’s obligation to pay the Company Transaction Expenses if the Business Combination Agreement is terminated by FST.

On the same day, representatives of Landi Law Firm shared with representatives of Chenghe and White & Case the list of FST Shareholders and the initial draft of the board resolutions of FST.

From December 13, 2023 to December 15, 2023, representatives of White & Case discussed with Chenghe’s management team on FST’s comments on the Business Combination Agreement, and Chenghe’s management team agreed to such comments.

During the same period, pursuant to conversations and negotiation among FST, Chenghe and their respective financial advisors, the parties agreed to set the pre-money equity valuation to US$400 million, taking account of the company-provided financial projections; a discounted cash flow modeling exercise; and benchmarking analysis against publicly trading peers in the market, as well as sector-relevant SPAC deals announced but not yet closed.

On December 14, 2023, representatives of Chenghe, FST, White & Case and Landi Law Firm had a teleconference discussing the status of various work streams, including the signing timeline and the public announcement arrangements, and the outstanding issues relating to, among others, (i) the termination triggers relating to obtaining the Phase II DIR Approval and delivering the Company Restructuring Documents; and (ii) the termination fees.

From December 14, 2023 to December 15, 2023, representatives of White & Case and Landi Law Firm exchanged multiple drafts of the Business Combination Agreement, which reflected Chenghe’s and FST’s agreed positions on (i) Base Equity Value set at US$400 million, (ii) the cure period in the termination trigger relating to obtaining the Phase II DIR Approval; (iii) the removal of termination trigger relating to the Company Restructuring Documents; (iv) the removal of failure to obtain Taiwan DIR Approvals as a condition to receive the termination fee; and (v) Chenghe’s obligation to pay the Company Transaction Expenses if the Business Combination Agreement is terminated by FST.

On the same day, representatives of White & Case circulated the final execution version of (i) the Company Shareholder Support Agreement, (ii) the Sponsor Support Agreement, (iii) the Lock-Up Agreement, (iv) the Investor Rights Agreement, (v) form of the Plan of Merger, and (vi) form of the Amended and Restated Memorandum and Articles of Association of CayCo, which reflected drafting comments and clean-up changes.

On the same day, representatives of Landi Law Firm shared with representatives of Chenghe and White & Case the shareholders and board written resolutions of Merger Sub and CayCo.

On the same day, representatives of White & Case shared with Chenghe’s management team comments on the initial draft of the pro forma capitalization table of CayCo as of the Closing Date.

On the morning of December 15, 2023, the Chenghe Board held a meeting via video conference to discuss legal due diligence, transaction terms and evaluate the Business Combination. Representatives of White & Case, Maples, Lee and Li, Revere and members of Chenghe’s management team were in attendance by invitation of the Chenghe Board. Representatives of Chenghe’s management team provided an overview of the transaction process. A representative of Revere provided a review of the key economic terms of the Business Combination, including the valuation of analysis and basis of the pre-money equity valuation of US$400 million. The Chenghe Board considered and discussed with Chenghe’s management and Revere the valuation approach, and the financial projection of FST between 2024 to 2028, and the range of implied discounted FST equity valuation. A representative of Maples provided a review of the directors’ fiduciary duties under the Cayman Islands corporate law. A representative of Lee and Li and White & Case provided a summary of key findings from its legal due diligence of FST and the Group. A representative of White &Case provided a review of the key transaction terms of the Business Combination, including the Business Combination Agreement. Following discussion and consideration, and after given due consideration of status of legal due diligence and various transaction documents, the Chenghe Board agreed to adopt written resolutions approving the Business Combination Agreement, each of the related agreements and the transactions contemplated thereby. The Chenghe Board passed unanimously written resolutions approving entry by Chenghe into the transactions and the execution of the Business Combination Agreement and the ancillary agreements.

On the same day, FST’s board of directors held a board meeting and voted upon and approved, among other things, the entry by FST into the transactions and the execution of the Business Combination Agreement and the Ancillary Documents in compliance with its constitutional documents and the applicable law.

On the same day, FST made a public announcement on the market observation post system announcing the approval of the Business Combination by FST’s board of directors. Later on the same day, FST held a press conference discussing the board of directors’ approval. Chenghe filed such public announcement and the transcript of the press conference with the SEC on a Current Report on Form 8-K.

On December 22, 2023, the directors of CayCo and Merger Sub and the shareholders of CayCo and Merger Sub adopted written resolutions approving CayCo’s and Merger Sub’s entry into the Business Combination Agreement and the transaction documents to which CayCo and Merger Sub are or will be parties, as applicable.

Later on the same day, Chenghe and FST executed the Business Combination Agreement and ancillary agreements and documentation related thereto. See the section titled “The Business Combination Agreement and Ancillary Documents” of this Registration Statement/Proxy Statement for a discussion of the terms of the Business Combination Agreement and additional information about the ancillary agreements and documents entered into or to be entered into in connection with the Business Combination.

After the Business Combination Agreement was signed on December 22, 2023, Chenghe filed with the SEC a Current Report on Form 8-K announcing the execution of the Business Combination Agreement. FST also issued a press release and a public announcement announcing the execution of the Business Combination Agreement and the Business Combination and Chenghe filed such press release and public announcement with the SEC on a Current Report on Form 8-K.

SPAC Board’s Reasons for the Approval of the Business Combination and Recommendations

The SPAC Board, in evaluating the transaction with FST, consulted with its legal counsel and financial and other advisors. In reaching its decision (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of, SPAC and its shareholders, and (ii) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, including the Business Combination, the SPAC Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. The independent directors of SPAC Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated SPAC Shareholders to negotiate the terms of the Business Combination and/or prepare a report concerning the approval of the Business Combination.

Before reaching its decision, the SPAC Board reviewed the results of management’s due diligence, which included:

•        research on industry trends, competitive landscape and other industry factors;

•        benchmarking versus comparable companies on historical financial and operational performance;

•        extensive meetings and calls with FST management team and representatives regarding operations, major suppliers and financial prospectus, among other customary due diligence matters;

•        review of FST’s material business contracts and certain other legal and commercial diligence;

•        review of FST’s business model and historical financial statements, among other financial information; and

•        discussions with external advisors and review reports related to legal diligence prepared by external advisors.

In light of the wide variety of factors considered in connection with its evaluation of the Business Combination Agreement and the transactions contemplated thereby, the SPAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that the SPAC Board considered in reaching its determination and supporting its decision. The SPAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by the SPAC Board. In addition, individual directors may have given different weight to different factors. The SPAC Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the following reasons. This explanation of the SPAC Board’s reasons for approving the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

The SPAC Board reviewed the results of due diligence conducted by SPAC’s management and by SPAC’s financial and legal advisors, and considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby.

The SPAC Board concluded that FST meets the criteria that SPAC was seeking to identify in an appropriate target and represents an attractive business combination partner for SPAC. In particular, SPAC Board considered the following positive factors, among others:

•        FST’s Past Performance and Growth Potential.    From the introduction of FST’s first steel shaft, FST has repeatedly proven its ability to adapt and innovate through challenging and changing times as demonstrated by a consistent track record of generating growth and long-term value for over 30 years. FST is a leading supplier of premium golf shafts to top global golf club original equipment manufacturers and distributors. FST is also a leading supplier of premium golf shafts to a growing direct-to-consumer market where shafts are primarily sold through fitting studios that focus on customizing golf clubs for the individual golfer. FST designs, manufactures, and markets golf club shafts under the widely-recognized KBS brand. Its shafts are adopted and played by many golf professionals on various professional golf tours around the world, including by multiple Masters, US Open, British Open, and PGA Championship champions. SPAC Board believes FST is one of a few golf shaft companies in the world that is capable, within its own facilities, of manufacturing golf shafts in large quantities at a consistently high quality. This competitive advantage allows FST to design, develop, and manufacture shafts for its customers in the quantity, quality, and the specific variety that is demanded by the global golf club brands and the growing direct-to-consumer markets. SPAC Board believes that the golf industry will continue to see growth in the coming years as the global affluent class continues to grow in numbers and through the introduction of new and innovative ways to play golf, and with FST’s capabilities and competitive advantages, FST will continue to increase market share and generate significant growth in the years to come.

•        Business Opportunities.    SPAC Board considered FST’s opportunities for future growth, including opportunities for gaining greater market share in golf shaft market, opportunities for growth of its shaft sales to currently underserviced countries and the opening of further KBS Golf Experience stores worldwide. The KBS Golf Experience stores are part of FST’s strategy to further develop and grow its presence in the direct-to-consumer golf shaft markets. SPAC Board expects that FST will be able to continue its products and services customization strategy and to enhance the vertical integration of its manufacturing and sales functions, to differentiate itself from direct competitors and golf brand companies.

•        Strong Existing Management Team.    SPAC Board considered FST’s existing management team of industry veterans, all of whom have been instrumental in FST’s record business results that will continue on FST post-Closing and provide valuable continued insight.

•        Continued Support by Existing Shareholders.    SPAC Board considered that major FST Shareholders had agreed to have their ownership subjected to lock-up agreements and existing FST shareholders will continue to own 61.70% of CayCo post-Closing (assuming no redemptions and the exercise of all issued and outstanding SPAC Warrants). These are strong signs of FST’s existing shareholders’ confidence in CayCo and the benefits to be realized as a result of the Business Combination.

•        Lock-up.    Major shareholders of FST have agreed to be subject to lock-up restrictions for at least six (6) months following the consummation of the Business Combination in respect of their equity interests in CayCo (subject to certain customary exceptions).

•        Due Diligence.    SPAC conducted a due diligence review of FST and its business, including review of relevant documentation and discussions with FST management and SPAC’s financial and legal advisors. Through SPAC’s detailed due diligence investigation, SPAC Board and management had knowledge of, and were familiar with, FST’s business, operation and financial condition, intellectual property, business model and material business relationships.

•        Other Alternatives.    Having reviewed other potential business combination opportunities available to SPAC, SPAC Board believes that the Business Combination presents the most attractive business combination opportunity available to SPAC based on the process it utilized to evaluate such other potential business combination opportunities and the belief that such process has not yielded more attractive alternatives, taking into account the potential risks, rewards and uncertainties associated with potential alternatives.

•        Negotiated Transaction.    The financial and other terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligations and the termination provisions, were the product of arm’s-length negotiations between SPAC and FST, and SPAC Board believes that such terms are reasonable and fair to SPAC Shareholders.

•        Independent Directors’ Role.    SPAC Board is comprised of a majority of independent directors who are not affiliated with the Sponsors or their affiliates. The independent directors evaluated and approved, as members of SPAC Board, the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination.

In the course of its deliberation, SPAC also considered a variety of risks and uncertainties relevant to the Business Combination, including, but not limited to, the following:

•        Business and Industry Risks.    FST operates in a highly competitive industry. In the premium golf shaft sector, some FST’s competitors are more well-known and have considerably more financial resources. In the standard and economy golf shaft sector, some FST’s competitors have more aggressive pricing strategies and lower labor costs. There is no guarantee that FST is able to maintain the competitiveness of its KBS brand and, in general, its competitive positioning in the industry. In addition, FST’s business will likely be impacted by the general economic condition, interest rate, discretionary spending level of retail customers, and popularity of the sport of golf, none of which FST has control over.

•        Financial Risk.    The projected financial information referenced or considered in connection with the Business Combination was prepared and provided by FST, reflecting currently available estimates and assumptions, presents the expected implementation of FST’s business plan and the expected future financial performance. Such projected financial information is subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the unaudited projected financial information, including, among others, risks and uncertainties relating to FST’s business, industry performance, the regulatory environment, and general business and economic conditions, and risks and uncertainties relating to any acquisition of other golf shaft manufacturers, including, but not limited to, transaction costs, diversion of management’s resources and attention, potential impairment of goodwill, failure to realize cost-saving benefits and/or synergies. For the avoidance of doubt, FST has not engaged in any discussion with any other company in relation to potential acquisition, merger, or other forms of business combination. There is no guarantee that FST will move forward with any business combination transactions. Such information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this Registration Statement/Proxy Statement are cautioned not to place undue reliance on the prospective financial information.

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•        Termination Date.    The risk that the Business Combination may not be consummated by the earlier of SPAC Termination Date or January 26, 2025, upon the occurrence of which the Business Combination Agreement may be terminated; provided that the right to terminate is not available to a party where the failure of the Closing to occur on or before such date is caused by a failure of such party to perform and comply in all material respects with its covenants and agreements that are required to be performed or complied with at or prior to the Closing.

•        Liquidation of SPAC.    The risks and costs to SPAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in SPAC being unable to effect a business combination by the SPAC Termination Date, and force it to liquidate and the SPAC Warrants to expire worthless.

•        No Survival of Remedies for Breach of Representations, Warranties or Covenants of FST.    The risk that SPAC will not have any surviving remedies against FST after the Closing to recover for losses as a result of any inaccuracies or breaches of representations, warranties or covenants of FST set forth in the Business Combination Agreement. As a result, following the Closing, SPAC Shareholders will not have the ability to recover for the amount of any damages resulting from a breach of FST representations,

warranties or covenants set forth in the Business Combination Agreement. SPAC Board determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms.

•        Shareholder Vote.    The risk that SPAC Shareholders may fail to provide the respective votes necessary to complete the Business Combination.

•        Redemptions.    The risk that holders of SPAC Class A Ordinary Shares may redeem their SPAC Class A Ordinary Shares for cash in connection with the Business Combination, thereby reducing the amount of cash available to SPAC and potentially resulting in an inability to consummate the Business Combination if the available cash in the Trust Account is less than $5,000,001, unless such Closing Condition is waived by all parties pursuant to the Business Combination Agreement.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain Closing Conditions that are not within SPAC’s control.

•        Transaction Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Listing Risks.    The challenges associated with preparing CayCo, a privately held entity, for the applicable disclosure, controls and listing requirements to which it will be subject as a publicly traded company on the Stock Exchange.

•        No Fairness Opinion.    SPAC Board did not obtain a fairness opinion from a bank stating that the consideration to be paid in the Business Combination was fair to SPAC from a financial point of view.

•        Post-Business Combination Corporate Governance.    The amount of equity to be held by FST’s existing shareholders, the fact that existing SPAC Shareholders will hold a minority position in CayCo following consummation of the Business Combination will have the effect of concentrating voting power with the existing FST shareholders, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Other Risks.    Various other risks associated with the Business Combination, the business of FST and the business of SPAC described under the section entitled “Risk Factors.”

In addition to considering the factors described above, SPAC Board also considered:

•        Interests of Certain Persons.    The Sponsors, officers and directors may have interests in the Business Combination that are in addition to, and that are different from, the interests of unaffiliated SPAC Public Shareholders (see below subsection entitled “Interests of Certain Persons in the Business Combination”). SPAC’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of SPAC Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.

SPAC Board concluded that the potential benefits that it expected SPAC and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, SPAC Board determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, SPAC and its shareholders.

Summary of Financial and Valuation Analyses of FST

The following highlights the material analyses prepared by Chenghe’s management, with the assistance of its financial advisor, i.e., Revere Securities LLC (“Revere”), and reviewed by Chenghe’s Board in connection with the valuation of FST. The summary sets forth below does not purport to be a complete description of the financial and

valuation analyses performed or factors considered by Chenghe nor does the order of the financial and valuation analyses described represent the relative importance or weight given to those financial and valuation analyses by Chenghe’s Board. Chenghe may have deemed various assumptions more or less probable than other assumptions, so the valuations implied by the analysis highlighted below should not be taken to be Chenghe’s view of the actual value of FST. Considering the data specified below without considering all financial and valuation analyses or factors or the full narrative description of such analyses of factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Chenghe’s financial and valuation analyses and the recommendation of Chenghe’s Board.

While presented with numerical specificity, the financial and valuation analyses prepared by Chenghe’s management are forward-looking and reflect numerous estimates and assumptions including, but not limited to, future industry performance under various industry scenarios as well as assumptions for competition, general business, economic, market and financial condition and matters specific to the business of FST, all of which are inherently uncertain and difficult to predict and many of which are beyond the control of Chenghe or FST.

None of FST, Chenghe, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of FST do not purport to be appraisals or reflect the prices at which FST Shares may actually be valued upon closing of the Business Combination. Accordingly, the assumptions and estimates used in, and the results derived from, the financial and valuation analyses are inherently subject to substantial uncertainty. The following information, to the extent that is based on market data, is not necessarily indicative of current market conditions.

Valuation Analysis

In determining FST’s valuation, Chenghe’s management and Board considered the valuation analysis conducted by Chenghe’s management with the assistance of Revere, which was based on Chenghe’s management’s analysis of the following documents and information provided by FST:

(1)    the operational, financial and valuation data of comparable companies, trading levels of comparable companies, publicly disclosed information regarding comparable transactions and the materials, including financial information; and

(2)    the unaudited financial projection of FST from 2024 to 2028 internally prepared by FST management.

As part of this assessment, Chenghe’s management conducted, with the assistance of Revere, a comprehensive due diligence examination of FST and discussed the financial, technical, operational and legal outlook of FST with FST’s management. It also discussed and reviewed the following valuation analysis with Revere via (A) a discounted cash flow analysis and (B) selected comparable public companies analysis.

A.     Discounted Cash Flow Analysis

The Discounted Cash Flow Analysis (the “DCF Analysis”) approach is a valuation technique that provides an estimation of the value of a business based on the cash flows that a business can be expected to generate. The DCF Analysis begins with an estimation of the annual cash flows the subject business is expected to generate over a discrete projection period. The estimated cash flows for each of the years in the discrete projection period are then converted to their present value equivalents using a weighted cost of capital that account for expectation of rate of return of shareholders. The present value of the estimated cash flows is then added to the present value equivalent of the residual/terminal value of the business at the end of the discrete projection period to arrive at an estimate of value.

Chenghe’s management and Revere performed a DCF Analysis of the estimated future unlevered free cash flows attributable to FST for the fiscal years of 2024 through 2028. The projections were prepared by FST management for the purpose of valuating its ordinary share equity so as to serve as a reference for FST’s investment decision-making. Chenghe’s management and Revere have reviewed and discussed the projections. FST management believes that projections of five years are an industry standard within the financial valuation services industry for a DCF Analysis. In applying the DCF Analysis, Revere relied on the financial projections prepared by the FST management team that

took into consideration (i) the expected recovery of market demands, the planned acquisition, the expected synergies from such acquisition, the estimated product price, product pipeline, operating expenses, capital expenditure needed for the acquisition, (ii) the expected annual compounded growth rate of the golf industry from 2023 to 2027 of 3.2%, and (iii) the market size, market penetration rates and projected revenue, as detailed below. FST management confirmed to Chenghe that the projections reflect the view of FST management about FST’s future performance as of the date hereof. However, since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The projections are forward-looking statements that are subject to significant uncertainties and contingencies, many of which are beyond FST’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected.

FST does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, during the due diligence process and prior to approval by the Chenghe board of directors on December 15, 2023, and the execution of the Business Combination Agreement and related agreements, FST provided Chenghe with recently prepared, internal unaudited financial projections for the year ended December 31, 2028, which reflected FST management’s review about its future performance as of September 30, 2023, the benchmark date of FST’s projections. The financial projections presented in this Registration Statement/Proxy Statement constitute the entirety of the financial forecasts presented to the Chenghe Board in approving the Business Combination. The decision to prepare projections of 2028 was based on FST management’s assessment that such time period includes the expected inflection point of FST’s revenue growth.

The inclusion of the financial projections should not be deemed an admission or representation by Chenghe, or FST or any of their respective officers, directors, affiliates, advisors, or other representatives with respect to such financial projections. The financial projections are not included to influence your views or induce your votes on the Business Combination and are summarized in this Registration Statement/Proxy Statement solely to provide shareholders access to certain non-public information considered by the Chenghe Board in connection with its evaluation of the Business Combination. The information from the financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding FST in this Registration Statement/Proxy Statement.

None of Chenghe or any of its affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results of FST will not differ from the projected financial information, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the projected financial information to reflect circumstances existing after the date the projected financial information was generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projected financial information, as applicable, are shown to be in error. Except as required by applicable securities laws, Chenghe does not intend to make publicly available any update or other revision to the projected financial information, even in the event that any or all assumptions are shown to be in error.

The projected financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants, and not prepared with a view toward public disclosure, but, in the view of Chenghe’s management and Revere, reflected then available estimates and assumptions, was prepared on a reasonable basis and presents, to the best of FST management’s knowledge and belief, the expected implementation of FST’s business plan and the expected future financial performance, in each case at the time such information was provided to Chenghe’s management and Revere, which may be different from the information currently available as of the date of this Registration Statement/Proxy Statement. As such, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers are cautioned not to place undue reliance on the prospective financial information.

The projected financials were prepared by FST’s management in December 2023. Chenghe’s management was not involved in the development of any of the below FST projections and assumptions, and independently discussed, reviewed, confirmed or verified a limited number of such assumptions, or the reasonableness thereof. No independent auditors have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the financial projections and, accordingly, neither FST’s nor Chenghe’s independent auditors express an opinion or any other form of assurance with respect thereto or its achievability, and each assumes no responsibility for, and disclaims any association with, the financial

projections. The historical financial information of FST used by FST as the base for the projection was prepared using International Financing Reporting Standards and not reviewed or audited by FST’s nor Chenghe’s independent auditors and, accordingly, FST’s and Chenghe’s independent auditors disclaim any responsibility associated with such historical financial information. The main difference on net loss/income between using the International Financing Reporting Standards and U.S. GAAP was due to the impairment loss on long-term investment of USD 466,262 under U.S. GAAP for the year ended December 31, 2023: according to U.S. GAAP, for equity investments that do not have readily determinable fair values, FST measured the equity investment at cost minus impairment, if any, and the impairment was recognized through profit or loss, in accordance with ASC topic 321; while according to International Financing Reporting Standards, this equity investment was classified as equity financial assets at fair value through other comprehensive income, which means gain and loss was recognized in other comprehensive income. The impact of using historical financial information prepared by International Financing Reporting Standards was immaterial quantitatively and non-operating in nature for the projection.

Some of the material assumptions in the model provided by FST included total revenue of approximately $58.54 million, $104.87 million, $117.11 million, $133.31 million and $139.97 million for the years 2024, 2025, 2026, 2027 and 2028, respectively. Capital expenditure of FST estimates to be approximately $(1.74) million, $(25.43) million, $(4.78) million, $(5.41) million and $(1.38) million for the years 2024, 2025, 2026, 2027 and 2028, respectively. Change in net working capital of FST estimates to be approximately $0.67 million, $(20.16) million, $14.47 million, $(21.89) million and $(2.20) million for the years 2024, 2025, 2026, 2027 and 2028, respectively. The projections were prepared by FST management based on a variety of material assumptions and beliefs that are estimates based on, among other things, FST’s historical financial and operational performance, business plans, industry and market data and competitive analyses that FST believed were accurate as of the time the projections were made.

The projections are in line with FST’s historical operating trends of growth: FST expected its revenue in 2023 would decrease from that in 2022 because of its customers’ adjustment in inventory level. FST expected that with its launch of carbon fiber putter in 2023, the revenue level would rebound in 2024. FST plans to acquire other players in the golf shaft industry to increase its production capacity and production scale in 2025. FST expects that its revenue would increase with an increase in its operational scale as a result of such acquisition, in line with historic increases of revenue when FST had expanded production organically. For example, after FST acquired additional production equipment in 2021 and put them into use in the second quarter of 2022, a 5% increase in production capacity from 2021 to 2022 coincided with approximately a 37.5% increase in revenue in the same period. FST believes that with increased scale and its expanded product line, it would be able to maintain growth at or above the growth rate of general golf industry from 2024 to 2028.

For the avoidance of doubt, FST has not engaged in any formal or informal discussion with any other company in relation to such potential acquisition, merger, or other forms of business combination. FST planned to evaluate the general economic condition, growth of golf industry and competition landscape to assess any business combination opportunities. There is no guarantee that FST will move forward with any business combination transaction. In the case that FST decides to not engage in a business combination transaction, FST planned to increase its operational scale through expanding its manufacture facilities and increasing advertising, and research and development spending. There is also no guarantee that any such expansion initiative will result in organic growth in revenue or improvement in competition positioning.

There is no guarantee that the projected revenue growth will materialize, as the future performance of FST is subject to risks and uncertainties relating to acquisitions of other golf shaft manufacturers, including, but not limited to, transaction cost overrun, diversion of management’s resources and attention, potential impairment of goodwill, failure to realize cost-saving benefits and/or synergies, and also risks and uncertainties relating to any expansion of operation, including, but not limited to, delay in ramping up outputs, increased labor and raw material costs, reduction of working capital and increased indebtedness.

Based on the discount rate of 12.25%, which was extrapolated from the weighted average cost of capital from the public company data set used in the Comparable Public Company Analysis and the current capital structure of FST, and a Terminal Value Based on a Terminal FCF Growth rate of 2.5%, which is the constant rate that a company is expected to grow at continuously and is typically between the historical inflation rate of 1.0 – 3.0%, the enterprise value of FST based on the discounted cash flow analysis was $317.6 million.