Chenghe Acquisition II Co. (CHEB) ends SEC registration duties

Rhea-AI Filing Summary

Chenghe Acquisition II Co. filed a Form 15 to terminate the registration of its securities under Section 12(g) of the Securities Exchange Act of 1934 and to suspend its duty to file periodic reports under Sections 13 and 15(d). This filing covers the company’s units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, its standalone Class A ordinary shares, and its redeemable warrants exercisable for Class A ordinary shares at an exercise price of $11.50 per share. The certification is signed by the Chief Executive Officer, Shibin Wang.

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Securities law and capital markets analyst

Form 15 ends SEC registration and ongoing reporting duties.

Chenghe Acquisition II Co. has filed Form 15 to terminate registration of its units, Class A ordinary shares, and redeemable warrants under the Exchange Act and to suspend its obligations to file periodic SEC reports. This typically occurs when a company meets holder or listing thresholds that allow it to exit public-reporting status.

For investors, this means there will no longer be regular Exchange Act reports such as annual and quarterly financial statements for these securities. The filing is executed by Chief Executive Officer Shibin Wang, indicating board-level approval of the move away from Exchange Act reporting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-42123

Chenghe Acquisition II Co.

(Exact name of registrant as specified in its charter)

38 Beach Road #29-11

South Beach Tower

Singapore 189767
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Class A Ordinary shares, par value $0.0001 per share
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☒
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☒
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☐
Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date:

None.

Pursuant to the requirements of the Securities Exchange Act of 1934 Chenghe Acquisition II Co. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

	CHENGHE ACQUISITION II CO.
	By:	/s/ Shibin Wang
		Name:	Shibin Wang
		Title:	Chief Executive Officer

Date: August 19, 2025

FAQ

What action did Chenghe Acquisition II Co. (CHEB) take in this Form 15?

Chenghe Acquisition II Co. filed a Form 15 to terminate registration of its securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports under Sections 13 and 15(d).

Which Chenghe Acquisition II Co. securities are covered by the Form 15?

The Form 15 covers units (each consisting of one Class A ordinary share and one-half of one redeemable warrant), Class A ordinary shares, and redeemable warrants exercisable for Class A ordinary shares at an exercise price of $11.50 per share.

What does terminating registration under Section 12(g) mean for CHEB investors?

Terminating registration under Section 12(g) means these securities will no longer be registered under the Exchange Act and the company can stop filing periodic SEC reports for them once the suspension conditions are met.

Does Chenghe Acquisition II Co. suspend its reporting obligations with this Form 15?

Yes. The Form 15 is intended to suspend the company’s duty to file reports under Sections 13 and 15(d) of the Exchange Act for the covered securities.

Who signed the Chenghe Acquisition II Co. Form 15?

The Form 15 was signed on behalf of Chenghe Acquisition II Co. by Shibin Wang, the company’s Chief Executive Officer.

When did Chenghe Acquisition II Co. file this Form 15?

The certification was dated August 19, 2025, indicating when Chenghe Acquisition II Co. acted to terminate registration and suspend reporting obligations.