[Form 3] Chenghe Acquisition II Co. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

A Form 3 filing reveals significant beneficial ownership in Chenghe Acquisition II Co. (CHEB) by multiple related entities under the Harraden Circle investment structure. The filing, dated June 28, 2025, discloses ownership of 2,999,709 ordinary shares held indirectly through various entities.

The ownership structure includes:

• Harraden Circle Investors LP
• Harraden Circle Special Opportunities LP
• Harraden Circle Strategic Investments LP

All entities are managed by Harraden Circle Investments LLC as investment manager, with Harraden Circle Investors GP LP serving as general partner. Frederick V. Fortmiller, Jr. serves as the managing member of both Harraden Circle Investors GP LLC and Harraden Circle Investments LLC. All reporting persons qualify as 10% owners of the issuer. The filing includes standard disclaimers regarding beneficial ownership limited to pecuniary interests.

Positive

• Significant institutional investment position established with Harraden Circle entities collectively owning 2,999,709 ordinary shares as 10% owners
• Multiple affiliated investment entities under professional management showing coordinated substantial position

Negative

• None.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Harraden Circle Investments, LLC

(Last) (First) (Middle)

299 PARK AVENUE FLOOR 21

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2025

3. Issuer Name and Ticker or Trading Symbol
Chenghe Acquisition II Co. [ CHEB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	2,999,709	I	See Remarks

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Harraden Circle Investments, LLC

(Last) (First) (Middle)

299 PARK AVENUE FLOOR 21

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harraden Circle Investors GP, LP

(Last) (First) (Middle)

299 PARK AVE.

21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harraden Circle Investors GP, LLC

(Last) (First) (Middle)

299 PARK AVE.

21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harraden Circle Investors, LP

(Last) (First) (Middle)

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harraden Circle Special Opportunities, LP

(Last) (First) (Middle)

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harraden Circle Strategic Investments, LP

(Last) (First) (Middle)

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fortmiller Frederick Vincent Jr.

(Last) (First) (Middle)

299 PARK AVENUE FLOOR 21

21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

Remarks:

These ordinary shares of the Issuer ("Shares") are directly owned by Harraden Circle Investors, LP ("Harraden Fund"); Harraden Circle Special Opportunities, LP; ("Harraden Special Op Fund"); and Harraden Circle Strategic Investments, LP ("Harraden Strategic Fund"). Harraden Circle Investors GP, LP ("Harraden GP") is the general partner to Harraden Fund, Harraden Special Op Fund, and Harraden Stratetic Fund, and Harraden Circle Investors GP, LLC ("Harraden LLC") is the general partner of Harraden GP. Harraden Circle Investments, LLC ("Harraden Adviser") serves as investment manager to Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund. Frederick V. Fortmiller, Jr. ("Mr. Fortmiller") is the managing member of each of Harraden LLC and Harraden Adviser. Each of Harraden GP, Harraden LLC, Harraden Adviser, and Mr. Fortmiller disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	HARRADEN CIRCLE INVESTMENTS, LLC, By: /s/ Frederick V. Fortmiller, Jr., Title: Managing Member	06/24/2025
	HARRADEN CIRCLE INVESTORS GP, LP, By: HARRADEN CIRCLE INVESTORS GP, LLC, its general partner, By: /s/ Frederick V. Fortmiller, Jr., Title: Managing Member	06/24/2025
	HARRADEN CIRCLE INVESTORS GP, LLC, By: /s/ Frederick V. Fortmiller, Jr., Managing Member	06/24/2025
	HARRADEN CIRCLE INVESTORS, LP, By: HARRADEN CIRCLE INVESTORS GP, LP, its general partner, By: HARRADEN CIRCLE INVESTORS GP, LLC, its general partner, By: /s/ Frederick V. Fortmiller, Jr., Title: Managing Member	06/24/2025
	HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP, By: HARRADEN CIRCLE INVESTORS GP, LP, its general partner, By: HARRADEN CIRCLE INVESTORS GP, LLC, its general partner, By: /s/ Frederick V. Fortmiller, Jr., Title: Managing Member	06/24/2025
	HARRADEN CIRCLE STRATEGIC INVESTMENTS, LP, By: HARRADEN CIRCLE INVESTORS GP, LP, its general partner, By: HARRADEN CIRCLE INVESTORS GP, LLC, its general partner, By: /s/ Frederick V. Fortmiller, Jr., Title: Managing Member	06/24/2025
	FREDERICK V. FORTMILLER, JR., /s/ Frederick V. Fortmiller, Jr.	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many shares of CHEB does Harraden Circle Investments and related entities own?

According to the Form 3 filing, Harraden Circle entities beneficially own 2,999,709 ordinary shares of CHEB indirectly through various investment vehicles including Harraden Circle Investors LP, Harraden Circle Special Opportunities LP, and Harraden Circle Strategic Investments LP.

Who is the key person controlling CHEB's major shareholder Harraden Circle?

Frederick V. Fortmiller, Jr. is the key controlling person, serving as the managing member of both Harraden Circle Investors GP, LLC and Harraden Circle Investments, LLC (the investment manager). He maintains indirect control over the CHEB shares through various Harraden Circle investment entities.

What is the ownership structure of CHEB's Harraden Circle investment?

The ownership structure consists of multiple layers: Harraden Circle Investments LLC serves as investment manager, while Harraden Circle Investors GP, LP acts as general partner to three funds (Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund) that directly own the shares. Harraden Circle Investors GP, LLC is the general partner of Harraden GP.

When did Harraden Circle file its initial beneficial ownership report for CHEB?

Harraden Circle filed its Form 3 initial statement of beneficial ownership on June 28, 2025, reporting a triggering event date of June 16, 2025. The form was signed by Frederick V. Fortmiller, Jr. and other related entities on June 24, 2025.

Does Harraden Circle hold any derivative securities in CHEB?

No, according to Table II of the Form 3 filing, Harraden Circle and its related entities do not hold any derivative securities such as puts, calls, warrants, options, or convertible securities in CHEB.