Chenghe Acquisition II Co. to withdraw NYSE American listing via Form 25

Rhea-AI Filing Summary

Form 25 filing: NYSE American LLC has filed Form 25 on 2025-08-08 to remove Chenghe Acquisition II Co. (CHEB) securities from listing and registration under Section 12(b) of the Exchange Act.

Securities affected: (1) Class A Ordinary Shares, (2) Units comprised of one Class A share and one-half redeemable warrant, and (3) Redeemable Warrants (whole warrant exercisable for one Class A share at $11.50).

Regulatory basis: The exchange certifies compliance with Rule 12d2-2(b); the issuer certifies compliance with Rule 12d2-2(c). The filing also serves as notice under Rule 19d-1.

Implications: Upon effectiveness, CHEB’s securities will no longer trade on NYSE American and registration under Section 12(b) will terminate, shifting trading (if any) to over-the-counter venues. Investors should anticipate lower liquidity and reduced mandatory disclosure.

Positive

• Procedurally compliant filing: Both NYSE American and the issuer certify adherence to SEC Rules 12d2-2(b)&(c), indicating an orderly, regulatory-approved delisting process.

Negative

• Loss of NYSE American listing for Class A shares, units and warrants, which is likely to reduce market liquidity and investor visibility.
• Termination of Section 12(b) registration suggests fewer mandatory disclosures, diminishing transparency for shareholders.

Insights

Securities Analyst

TL;DR: CHEB is delisting all tradable classes; liquidity and regulatory visibility will decline—clearly negative for current holders.

Form 25 indicates a complete withdrawal of Class A shares, units and warrants from NYSE American. Because registration under Section 12(b) ends concurrently, periodic Exchange Act reporting requirements are likely to diminish, reducing transparency. Absent information on a simultaneous relisting elsewhere, investors face tighter trading spreads and potential value impairment. I therefore view the filing as materially negative.

Corporate Governance Expert

TL;DR: Exchange certifies rule compliance; issuer voluntarily exits listing—orderly but shareholder-unfriendly.

The exchange attests it has met Rule 12d2-2(b) obligations, and the issuer asserts compliance under subsection (c). While administratively proper, terminating a national-exchange listing curtails minority-shareholder protections embedded in exchange rules. Unless migrating to another regulated market, governance oversight will weaken. Impact judged negative despite procedural correctness.

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-42123

Issuer:	Chenghe Acquisition II Co.
Exchange:	NYSE AMERICAN LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	38 Beach Road #29-11, South Beach Tower
	Singapore		189767
Telephone number:					65-9851-8611

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

Class A Ordinary Shares; Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant; Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, NYSE AMERICAN LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2025-08-08	By	Anthony Sozzi		Analyst, Market Watch
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What securities of CHEB are being delisted?

Class A Ordinary Shares, Units (one share + ½ warrant), and whole Redeemable Warrants are all subject to removal.

When was the Form 25 for CHEB filed?

The notification was signed and dated 2025-08-08.

Which rule governs this delisting of CHEB?

The exchange cites SEC Rule 12d2-2(b); the issuer cites Rule 12d2-2(c) for voluntary withdrawal.

What happens after CHEB’s delisting from NYSE American?

Securities will no longer trade on NYSE American; liquidity may shift to OTC markets and disclosure requirements will lessen.

Who signed the Form 25 for NYSE American?

Anthony Sozzi, Analyst, Market Watch, signed on behalf of NYSE American LLC.