[SCHEDULE 13G/A] Chenghe Acquisition II Co. SEC Filing

Rhea-AI Filing Summary

Chenghe Acquisition II Co. is the subject of a joint Schedule 13G/A filed by four First Trust entities reporting beneficial ownership of Class A Ordinary Shares (CUSIP G20873108). The filing discloses that First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively hold 27,296 shares, representing 0.31% of the class, with sole voting and dispositive power over those shares. First Trust Merger Arbitrage Fund (VARBX) reports 0 shares.

The filing states FTCM acts as an investment adviser with authority to purchase, vote and dispose of the Client Accounts' securities and that FTCS and Sub GP may be deemed to control FTCM and thus be deemed beneficial owners of the reported shares. The issuer's principal executive office address is listed in Singapore.

Positive

• Transparent joint disclosure by First Trust entities clarifying beneficial ownership and control relationships
• Clear voting and dispositive power amounts disclosed (27,296 shares held with sole voting and dispositive power)

Negative

• Small economic stake—27,296 shares represent only 0.31% of the class and are below material thresholds
• VARBX reports no ownership, indicating the investment company series in question holds no direct shares

Insights

Securities Analyst

TL;DR First Trust affiliates disclose a small, non-controlling 0.31% position; VARBX holds no shares.

The reported position of 27,296 shares (0.31% of the class) is well below material thresholds and is disclosed as holdings managed via client accounts. FTCM's role as investment adviser gives it authority to vote and dispose of the shares on behalf of those accounts, and FTCS and Sub GP are disclosed as control persons that may be deemed beneficial owners. For investors, this filing documents ownership and control relationships but reflects a limited economic stake that is unlikely to influence issuer control or corporate actions.

Corporate Governance Expert

TL;DR The filing clarifies advisory and control relationships but shows a de minimis voting stake in the issuer.

The disclosure properly identifies the chain of advisory and control relationships among FTCM, FTCS and Sub GP and quantifies sole voting and dispositive powers of 27,296 shares. That transparency helps satisfy governance and regulatory expectations. From a governance perspective, the 0.31% stake does not confer meaningful influence, and VARBX's reported zero shares reinforces the limited direct economic exposure by the related investment company series.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Chenghe Acquisition II Co.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")

(Title of Class of Securities)

G20873108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G20873108

1

Names of Reporting Persons

First Trust Merger Arbitrage Fund

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

CUSIP No. G20873108

1

Names of Reporting Persons

First Trust Capital Management L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 27,296.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 27,296.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,296.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.31 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G20873108

1

Names of Reporting Persons

First Trust Capital Solutions L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 27,296.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 27,296.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,296.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.31 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G20873108

1

Names of Reporting Persons

FTCS Sub GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 27,296.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 27,296.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,296.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.31 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Chenghe Acquisition II Co.
(b)	Address of issuer's principal executive offices: 38 BEACH ROAD #29-11 SOUTH BEACH TOWER SINGAPORE 189767
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. (2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (3) FTCS, a Delaware limited partnership and control person of FTCM. (4) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(e)	CUSIP No.: G20873108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Chenghe Acquisition II Co (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX owned 0 shares of the outstanding Ordinary Shares of the Issuer FTCM, FTCS and Sub GP collectively owned 27,296 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: VARBX: 0 FTCM, FTCS and Sub GP: 0.31
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 27,296
	(ii) Shared power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 0
	(iii) Sole power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 27,296
	(iv) Shared power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

First Trust Merger Arbitrage Fund

Signature:	/s/ Joy Ausili
Name/Title:	Trustee, Vice President and Assistant Secretary
Date:	08/14/2025

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

Exhibit Information

Exhibit I: Joint Filing Statement

FAQ

How many Chenghe Acquisition II Co. (CHEB) shares do First Trust entities report owning?

The filing reports that First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively own 27,296 shares of CHEB.

What percentage of CHEB does the 27,296-share position represent?

The reported position represents 0.31% of the class.

Does First Trust Merger Arbitrage Fund (VARBX) own any CHEB shares?

No. VARBX reports 0 shares of CHEB.

Which First Trust entity has voting and dispositive power over the reported shares?

First Trust Capital Management L.P. (FTCM) is reported to have the authority to vote and dispose of the shares for the Client Accounts; FTCS and FTCS Sub GP may be deemed to control FTCM and thus be deemed beneficial owners.

Where is the issuer's principal executive office listed in the filing?

The filing lists the issuer's principal executive office at 38 BEACH ROAD #29-11 SOUTH BEACH TOWER, SINGAPORE 189767.