UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August 2026
Commission
File Number: 001-42776
Polibeli
Group Ltd
(Exact
name of registrant as specified in its charter)
Landmark
Pluit Tower D 5th & 6th Floor.
Jl. Pluit Selatan Raya, Pluit, Penjaringan,
Kota Jakarta Utara, Daerah Khusus Ibukota Jakarta 14450
Republic of Indonesia
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
☒ Form 40-F ☐
Amendment
to Prepaid Share Forward Agreement
On
August 7, 2025, Polibeli Group Ltd, a Cayman Islands exempted company limited by shares (“Polibeli”), Polibeli Merger One
Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned subsidiary of Polibeli (“Merger Sub”)
and Chenghe Acquisition II. Co., a Cayman Islands exempted company (“Chenghe”) completed the business combination pursuant
to which, Merger Sub was merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly-owned subsidiary
of Polibeli (the “Business Combination”). Polibeli’s class A ordinary shares commenced trading on the Nasdaq Global
Market under the symbol “PLBL” on August 8, 2025.
In
connection with the Business Combination, on May 28, 2025, Chenghe and Polibeli entered into an agreement (the “Prepaid Share Forward
Agreement”) with each of (i) Harraden Circle Investors, LP (“HCI”), (ii) Harraden Circle Special Opportunities, LP
(“HCSO”), and (iii) Harraden Circle Strategic Investments, LP (“HCSI”) (with HCI and HCSO and HCSI collectively
as “Seller”) for an OTC Prepaid Share Forward Transaction. For purposes of the Prepaid Share Forward Agreement, “Counterparty”
refers to Chenghe prior to the consummation of the Business Combination and Polibeli after the consummation of the Business Combination.
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Prepaid Share Forward Agreement,
as amended.
On
July 31, 2026, the parties thereto entered into an amendment to the Prepaid Share Forward Agreement (such agreement, as amended, the
“Amended Prepaid Share Forward Agreement”) to extend the maturity date of the agreement for another 12 months.
Pursuant
to the terms of the Amended Prepaid Share Forward Agreement, the Seller intends, but is not obligated, to purchase up to a number of
Class A ordinary shares, par value $0.0001 per share, of Chenghe (“Ordinary Shares”) in the aggregate amount equal to up
to 3,000,000, from third parties through a broker in the open market (other than through Counterparty), or Ordinary Shares previously
redeemed by Seller that Seller reverses a previously submitted redemption request for prior to the closing of the Business Combination
(the “Relevant Shares”). The Seller is also entitled to purchase up to 100,000 Ordinary Shares of Chenghe (the “Committed
Shares”), which shall not form a part of the Relevant Shares under the Amended Prepaid Share Forward Agreement, and the Sellers
will not sell the Committed Shares at a price less than the Reset Price (as defined below) prior to 30 day anniversary of the closing
of the Business Combination.
The
Amended Prepaid Share Forward Agreement provides that the Counterparty shall pay to the Seller an aggregate cash amount (the “Prepayment
Amount”) equal to the product of (i) the number of Relevant Shares and the number of Committed Shares and (ii) the redemption price
per share as set forth in Chenghe’s constitutional documents (the “Redemption Price”) directly from the trust account
maintained by Continental Stock Transfer & Trust Company by no later than the earlier of (a) one business day after the Closing Date
and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. The Counterparty will pay
the Prepayment Amount even if the Number of Shares is zero.
From
time to time and on any date following the Business Combination (any such date, a “OET Date”), Seller may, in its absolute
discretion, terminate the Transaction in whole or in part with respect to any number of Relevant Shares by giving notice of such termination
and the specified number of Relevant Shares (such quantity, the “Terminated Shares”). As of each OET Date, the Counterparty
shall be entitled to an amount from Seller, and the Seller shall pay to the Counterparty, an amount equal to (a) the then-in-effect Reset
Price, multiplied by (b) the Terminated Shares. Thereafter, the Number of Relevant Shares shall be reduced by the number of Terminated
Shares. The Reset Price shall be initially the Redemption Price, and, from time to time in the Counterparty’s sole discretion,
the Reset Price may be adjusted to the lower of the current Reset Price and the lowest daily VWAP over the prior 10 trading days. For
avoidance of doubt, the Reset Price may only be adjusted downward.
The
Amended Prepaid Share Forward Agreement matures on the earlier of (a) the date that is 24-months after the closing of the Business Combination
between Chenghe and Polibeli (the “Maturity Date”), or (b) the date specified by Seller in a written notice to be delivered
to Counterparty at Seller’s sole discretion (the “Valuation Date” which shall not be earlier than the day such notice
is effective). The Valuation Date notice will become effective immediately.
At
Maturity Date, the Seller shall return to the Counterparty the Relevant Shares, and in exchange of such return, shall be entitled to
retain an amount equal to the number of Relevant Shares multiplied by the Redemption Price.
The
foregoing summary of the Amended Prepaid Share Forward Agreement is qualified in its entirety by reference to the text of the Prepaid
Share Forward Agreement and the Amendment No. 1 to Prepaid Share Forward, which are filed as Exhibit 99.1 and Exhibit 99.2 hereto respectively
and are incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Polibeli
Group Ltd |
| |
|
|
| |
By: |
/s/
Fucheng Yan |
| |
|
Name: |
Fucheng
Yan |
| |
|
Title:
|
Chairman
and Director |
| |
|
|
| Date:
August 7, 2026 |
|
|
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| Exhibit 99.1 |
|
Prepaid Share Forward Agreement, dated as of May 28, 2025, by and among Chenghe, Polibeli, Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, and Harraden Circle Strategic Investments, LP (incorporated herein by reference to Exhibit 10.1 to the Form 8-K of Chenghe Acquisition II Co. filed with the SEC on June 3, 2025) |
| Exhibit 99.2 |
|
Amendment No. 1 to Prepaid Share Forward |
3
Exhibit
99.2
| Date: |
July
31st, 2026 |
| |
|
| To: |
Polibeli
Group Ltd, a Cayman Islands exempted company (the “Counterparty”). |
| |
|
| Address: |
38
Beach Road #29-11 |
|
South
Beach Tower |
|
Singapore |
| |
|
| From: |
Harraden
Circle Investors, LP (“HCI”), (ii) Harraden Circle Special Opportunities, LP (“HCSO”), and (iii) Harraden
Circle Strategic Investments, LP (“HCSI”) (with HCI and HCSO and HCSI collectively as “Seller”) |
| |
|
| Re: |
Amendment
No. 1 to Prepaid Share Forward |
The
purpose of this amendment (this “Amendment”) is to confirm the amended and restated terms and conditions of that certain
Prepaid Share Forward (the “Confirmation”) between the Counterparty, Target and Seller dated as of May 28, 2025 with
respect to the Transaction (as such term is defined in the Confirmation and as amended and supplemented by this Amendment). Capitalized
terms used but not defined herein shall have the meanings given to such terms in the Confirmation.
| 1. | Amended
and Restated Terms |
The
paragraph entitled “Valuation Date” in the Confirmation is hereby amended and restated as follows:
| Valuation
Date: |
The
earlier to occur of (a) the date that is 24-months after the closing of the transactions between Counterparty and Target (the “Business
Combination”) pursuant to the Business Combination Agreement, dated as of September 16, 2024 (the “Merger Agreement”)
(the “Maturity Date”), or (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s
sole discretion (which Valuation Date shall not be earlier than the day such notice is effective). The Valuation Date notice will become
effective immediately upon its delivery from Seller to Counterparty in accordance with this Confirmation. |
| (a) | Ratification.
Except as expressly modified in Section 1 of this Amendment, the Confirmation is hereby ratified
and remains in full force and effect. To the extent there is any conflict between the terms
of this Amendment and the Confirmation, the terms of this Amendment shall govern. |
| (b) | Disclosure.
The Counterparty shall preview with Seller all public disclosure relating to this Amendment
and shall consult with Seller to ensure that such public disclosure, including the Form 8-K
that announces this Amendment adequately discloses the material terms and conditions of this
Amendment in form and substance reasonably acceptable to Seller (the “Amendment
8-K Filing”); provided that the Amendment 8-K Filing shall be publicly filed within
one (1) Business Day after the date of this Amendment (the “Amendment Cleansing
Deadline”) to ensure that Seller is not in possession of material non-public information
as a result of the transactions outlined herein. From and after the Amendment Cleansing Deadline,
the Counterparty shall have disclosed all material, non-public information (if any) provided
to the Seller by the Counterparty or any of its subsidiaries or any of their respective officers,
directors, employees or agents in connection with this Amendment. In addition, effective
upon the Amendment Cleansing Deadline, the Counterparty acknowledges and agrees that any
and all confidentiality or similar obligations under any agreement, whether written or oral,
between the Counterparty, any of its subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and the Seller or any of its affiliates,
on the other hand, shall terminate. |
| (c) | Counterparts.
This Amendment may be executed in one or more electronic counterparts, all of which taken
together shall constitute one and the same instrument. |
| (d) | Governing
Law. The provisions of this Amendment shall be governed by the laws of the State of New
York (without reference to choice of law doctrine). |
[Signature
page follows]
Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Amendment and returning it to
us at your earliest convenience.
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Very truly yours, |
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|
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HARRADEN CIRCLE INVESTORS, LP
HARRADEN CIRCLE SPECIAL OPPORTUNITIES, LP |
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HARRADEN CIRCLE STRATEGIC INVESTMENTS, LP |
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|
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By: |
/s/ Frederick V. Fortmiller Jr. |
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Name: |
Frederick V. Fortmiller Jr. |
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Title: |
Authorized Signatory |
| Agreed and accepted by: |
|
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|
| Polibeli Group Ltd. |
|
| |
|
| By: |
/s/ Yan Fucheng |
|
| Name: |
Yan fucheng |
|
| Title: |
Director |
|
