Chenghe Investment Co. - Apr 27, 2022 Form 3 Insider Report for Chenghe Acquisition Co. (CHEA)

Role: Director, 10%+ Owner
Signature: By: /s/ Chenghe Investment Co. By: /s/ Qi Li, authorized signatory
Stock symbol: CHEA
Transactions as of: Apr 27, 2022
Transactions value $: $0
Form type: 3
Date filed: 5/6/2022, 07:03 AM
Next filing: Feb 26, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CHEA	Class B Ordinary Shares							Apr 27, 2022	Class A Ordinary Shares	2.7M		See footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B Ordinary Shares of the Issuer ("Class B Shares") will automatically convert into Class A Ordinary Shares of the Issuer ("Class A Shares") on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-264061) initially filed with the Securities and Exchange Commission on April 1, 2022, as amended. The Class B Shares have no expiration date.
F2	Reflects Class B Shares held by Chenghe Investment Co. (the "Sponsor").Chenghe Group Limited, a British Virgin Islands incorporated company, is the sole member and the manager of the Sponsor. Mr. Qi Li, who holds 100% of the voting securities of Chenghe Group Limited, may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by Chenghe Group Limited through held of record by Chenghe Investment Co. Mr. Qi Li disclaims beneficial ownership over any securities owned by our sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Content

The Class B Ordinary Shares of the Issuer ("Class B Shares") will automatically convert into Class A Ordinary Shares of the Issuer ("Class A Shares") on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-264061) initially filed with the Securities and Exchange Commission on April 1, 2022, as amended. The Class B Shares have no expiration date.

Reflects Class B Shares held by Chenghe Investment Co. (the "Sponsor").Chenghe Group Limited, a British Virgin Islands incorporated company, is the sole member and the manager of the Sponsor. Mr. Qi Li, who holds 100% of the voting securities of Chenghe Group Limited, may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by Chenghe Group Limited through held of record by Chenghe Investment Co. Mr. Qi Li disclaims beneficial ownership over any securities owned by our sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Exhibit 99 - Joint Filer Statement