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.
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CHENGHE ACQUISITION II CO. |
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By: |
/s/ Shibin Wang |
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Name: |
Shibin Wang |
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Title: |
Chief Executive Officer |
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Date: August 19, 2025
