Chenghe Investment II Ltd. - 06 Jun 2024 Form 3 Insider Report for Chenghe Acquisition II Co. (CHEB)

Role: 10%+ Owner
Signature: By: /s/ Chenghe Investment II Ltd. By: /s/ Qi Li authorized signatory.
Issuer symbol: CHEB
Transactions as of: 06 Jun 2024
Net transactions value: $0
Form type: 3
Filing time: 06 Jun 2024, 19:30:34 UTC
SEC: View on sec.gov

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	CHEB	Class B Ordinary Shares							06 Jun 2024	Class A Ordinary Shares	2,875,000		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. 333-333-279359) initially filed with the Securities and Exchange Commission on May 13, 2024, as amended. The Class B Shares have no expiration date.
F2	Reflects Class B Shares held by Chenghe Investment II Limited (the "Sponsor"). Mr. Qi Li, who holds 100% of the voting securities of the Sponsor may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by the Sponsor.

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. 333-333-279359) initially filed with the Securities and Exchange Commission on May 13, 2024, as amended. The Class B Shares have no expiration date.

Reflects Class B Shares held by Chenghe Investment II Limited (the "Sponsor"). Mr. Qi Li, who holds 100% of the voting securities of the Sponsor may be entitled distributions of the founder shares and has voting and investment discretion with respect to the ordinary shares held by the Sponsor.

Remarks:

Exhibit 99 - Joint Filer Statement