UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 215, 2025 ~~( December 27, 2024)~~

Chenghe Acquisition I Co.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41246		98-1605340
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

38 Beach Road #29-11

South Beach Tower

Singapore

189767

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (+65) 9851 8611

LatAmGrowth SPAC

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the ~~Securities Exchange~~ Act ~~of 1934~~:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	LATGU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	LATG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~INTRODUCTORY ~~1.01 Entry into a Material Definitive Agreement.~~NOTE

AsUnless ~~previously~~the ~~announced~~context onotherwise ~~December 22~~requires, ~~2023~~“Chenghe”, “LATG” or “Company” refers to Chenghe Acquisition I Co., a Cayman Islands exempted company with limited byliability. ~~shares (~~“~~Chenghe~~CayCo”~~), entered~~ ~~into~~refers ato ~~Business Combination Agreement (the “Business Combination Agreement”), with~~ FST Corp., a Cayman Islands exempted company with limited byliability. ~~shares (~~“~~CayCo~~FST”), ~~FST~~refers ~~Merger~~to Femco Steel Technology Co., Ltd., a ~~Cayman Islands exempted~~ company limited by shares incorporated and ain ~~direct~~existence ~~wholly~~under ~~owned~~the ~~subsidiary~~laws of ~~CayCo,~~Taiwan (with uniform commercial number of 04465819. “Merger Sub”) ~~and~~refers ~~Femco~~to ~~Steel~~FST ~~Technology~~Merger ~~Co.,~~ Ltd., a ~~company~~Cayman Islands exempted company limited by shares. Terms used but not defined herein, or for which definitions are not otherwise incorporated ~~and~~herein inby ~~existence~~reference, shall ~~under~~have the ~~laws~~meaning ofgiven ~~Taiwan~~to ~~with~~such ~~uniform~~terms ~~commercial~~in ~~number~~the ofdefinitive ~~04465819~~proxy (statement/prospectus, initially filed with the ~~“Company,”~~Securities Exchange ~~and~~Commission ~~together~~on ~~with~~December ~~CayCo~~3, 2024 by Chenghe and ~~Merger~~as ~~Sub,~~amended ~~the~~or ~~“Company~~supplemented ~~Parties”)~~from time to time (the “~~Business~~Proxy ~~Combination~~Statement/Prospectus”), and such definitions are incorporated herein by reference.

~~Prepaid~~As previously announced, ~~Share~~Chenghe ~~Forward~~entered into the business combination agreement dated as of December 22, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), with CayCo, Merger Sub and FST (FST and together with CayCo and Merger Sub, the “FST Parties”), pursuant to which, among other things, Merger Sub shall be merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo (the “Merger”), and Chenghe will change its name to “FST Ltd.”. (the “Business Combination”).

On December 2723, 2024, Chenghe, ~~CayCo~~held ~~and~~an ~~the~~extraordinary ~~Company~~general ~~entered~~meeting ~~into~~of anshareholders ~~agreement~~ (the “~~Prepaid~~Extraordinary ~~Share~~General ~~Forward Agreement~~Meeting”) ~~with each of (i) Harraden Circle Investors~~, LPduring ~~(“HCI”)~~which ~~and~~Chenghe’s shareholders ~~(ii) Harraden Circle Special Opportunities~~considered, LPapproved ~~(“HCSO”) (HCI~~ and ~~HCSO~~adopted ~~collectively,~~ the ~~“Seller”)~~proposal ~~for~~to anapprove ~~OTC~~the ~~Prepaid~~Business ~~Share~~Combination ~~Forward~~and ~~Transaction.~~the ~~For~~other ~~purposes~~proposals ofrelated ~~the Agreement,~~thereto ~~“Counterparty”~~as ~~refers~~described toin ~~Chenghe~~the ~~prior~~Proxy toStatement/Prospectus. ~~the~~In ~~consummation~~connection ofwith the Business Combination, ~~and~~holders ~~CayCo~~of ~~after~~1,754,618 ~~the~~Chenghe’s ~~consummation~~Class A ofordinary ~~the~~shares ~~Business~~exercised ~~Combination.~~their ~~Capitalized~~right ~~terms~~to ~~used~~redeem ~~herein~~their ~~but~~shares ~~not~~for ~~otherwise~~cash ~~defined~~at ~~shall~~a ~~have~~redemption ~~the~~price ~~meanings~~of ~~ascribed~~approximately to$11.81 ~~such~~per ~~terms~~share, infor an ~~the~~aggregate ~~Prepaid~~redemption ~~Share~~amount ~~Forward~~of ~~Agreement~~approximately $20,724,551.72.

~~Pursuant~~On toJanuary ~~the terms of the Prepaid Share Forward Agreement~~15, ~~the~~2025 ~~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~~ (the “~~Ordinary~~Closing ~~Shares~~Date”) ~~in the aggregate amount equal to up to 3~~,~~000,000, from~~ ~~third~~pursuant ~~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~~Agreement,~~000~~ ~~Ordinary~~Merger ~~Shares~~Sub ofmerged ~~Chenghe~~with ~~(the~~and ~~“Committed Shares”),~~into ~~which~~Chenghe ~~shall~~with ~~not~~Chenghe ~~form~~being ~~a part of~~ the ~~Relevant~~surviving ~~Shares~~company ~~under the Prepaid Share Forward Agreement,~~ and ~~the~~as ~~Sellers will not sell the Committed Shares at~~ a ~~price~~direct, ~~less~~wholly ~~than~~owned ~~the~~subsidiary ~~Reset~~of ~~Price~~CayCo, ~~(as~~and ~~defined~~Chenghe ~~below)~~changed ~~prior~~its name to ~~30 day anniversary of the closing of the Business Combination~~“FST Ltd.”.

~~The~~Pursuant ~~Prepaid~~to ~~Share~~the ~~Forward~~Business Combination Agreement, ~~provides~~(i) at ~~that~~Merger ~~the~~Effective ~~Counterparty~~Time, ~~shall~~each ~~pay~~SPAC Unit outstanding immediately prior to the ~~Seller~~Merger anEffective Time ~~aggregate~~was ~~cash~~automatically ~~amount~~detached, (and the ~~“Prepayment~~holder thereof was deemed to hold one (1) SPAC Class A Ordinary Share and one-half ~~Amount”~~(1/2) ~~equal~~of toa SPAC Warrant in accordance with the ~~product~~terms of the applicable SPAC Unit; (iii)  each SPAC Class ~~the~~B ~~number~~Ordinary ofShare that ~~Relevant~~was ~~Shares~~issued and outstanding immediately prior to the ~~number~~Merger ofEffective ~~Committed~~Time ~~Shares~~was ~~and~~automatically converted into one (ii1) ~~the~~SPAC Class A ~~redemption~~Ordinary ~~price~~Share ~~per~~in ~~share~~accordance aswith ~~set~~the ~~forth~~terms inof ~~Chenghe’s~~the ~~constitutional~~SPAC ~~documents~~Articles (such automatic conversion, the “~~Redemption~~SPAC ~~Price~~Class B Conversion”) ~~directly~~; ~~from~~(iii)  each ~~the~~SPAC ~~trust~~Class A ~~account~~Ordinary ~~maintained~~Share by(which, ~~Continental~~for ~~Stock~~the ~~Transfer~~avoidance &of ~~Trust~~doubt, includes ~~Company~~the bySPAC noClass A ~~later~~Ordinary ~~than~~Shares (A) issued in connection with the ~~earlier~~SPAC ofClass B Conversion and (aB) ~~one~~held ~~business~~as ~~day~~a ~~after~~result of the ~~Closing~~unit ~~Date~~separation) that was issued and outstanding was cancelled in exchange for the right to receive one (b1) ~~the~~CayCo Ordinary ~~date~~Share; ~~any~~and ~~assets~~(iv)  each ~~from~~SPAC Warrant that was outstanding and unexercised was converted into and become the ~~Trust~~right ~~Account~~to ~~are~~receive ~~disbursed~~a inCayCo ~~connection~~Warrant, ~~with~~which is on the ~~Business~~same ~~Combination~~terms and conditions as the applicable SPAC Warrant.

~~From time~~The toCayCo ~~time~~Ordinary ~~and on any date following the Business Combination (any such date, a “OET Date”), Seller may, in its absolute~~Shares ~~discretion,~~are ~~terminate~~expected ~~the Transaction in whole or in part with respect~~ to ~~any~~begin ~~number~~trading ofon ~~Relevant Shares by giving notice of such termination and~~ the ~~specified~~Nasdaq ~~number~~Global ofMarket ~~Relevant~~under ~~Shares (such quantity,~~ the ~~“Terminated~~symbol ~~Shares~~“KBSX”). Ason ofJanuary ~~each OET Date~~16, 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 Shares2025. 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 ~~Prepaid~~foregoing ~~Share~~description ~~Forward~~of the Business Combination Agreement ~~matures~~does onnot ~~the~~purport ~~date~~to ~~falling~~be 12complete ~~months~~and ~~after~~is ofqualified in its entirety by the ~~closing~~full text of the Business Combination ~~(the~~Agreement, ~~“Maturity Date”)~~which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

~~At Maturity~~Item ~~Date,~~1.01. ~~the~~Entry ~~Seller~~into ~~shall~~a ~~return~~Material toDefinitive ~~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~~Agreement.

The ~~foregoing~~ ~~summary~~information ofset ~~the Prepaid Share Forward Agreement is qualified~~ forth in ~~its entirety by reference to~~ the ~~text~~Introductory ofNote ~~the~~above ~~Prepaid~~is ~~Share~~incorporated ~~Forward Agreement,~~into ~~which~~this isItem ~~filed as Exhibit 10.~~1.01 ~~hereto and is incorporated herein~~ by reference.

~~As of December 26~~Assignment, ~~2024,~~Assumption and ~~the~~Amendment ~~redemption price per Ordinary Shares was approximately US$11.79 per share.~~Agreement

~~Item~~Immediately prior ~~9.01~~to ~~Financial~~the ~~Statements~~consummation of the Business Combination, CayCo, Chenghe, and ~~Exhibits~~Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”), pursuant to which Chenghe assigned to CayCo all of its rights, interests, and obligations in and under the Warrant Agreement, dated January 24, 2022, by and between Chenghe and Continental, and the terms and conditions of such Warrant Agreement were amended and restated to, among other things, reflect the assumption of the SPAC Warrants by CayCo as described above.

~~(d)~~The foregoing description of the Assignment, Assumption and Amendment Agreement and the rights and restrictions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment, Assumption and Amendment Agreement, which is attached hereto as ~~Exhibits~~Exhibit 10.1 and is incorporated herein by reference.

Exhibit No.		Description
10.1		Prepaid Share Forward Agreement, dated as of December 27, 2024, by and among Chenghe, CayCo, the Company, Harraden Circle Investors, LP and Harraden Circle Special Opportunities, LP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Investor Rights Agreement

~~SIGNATURE~~On the Closing Date, Chenghe, CayCo, FST and other parties listed thereto entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, (i) CayCo will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act, and the holders party thereto, subject to certain requirements and customary conditions, will be granted customary demand and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the CayCo Board to be comprised of five (5) directors (subject to increase by unanimous resolutions of the board from time to time), (y) one (1) of such directors should be nominated by the Sponsor and (z) as long as the Sponsor Parties (as defined therein) beneficially own any CayCo Ordinary Shares, CayCo shall take all necessary actions to cause the individuals nominated by the Sponsor for election as directors to be elected as directors.

~~Pursuant~~As to the ~~requirements~~result of the ~~Securities~~ ~~Exchange~~entry ~~Act~~into ofthe ~~1934~~Investor Rights Agreement, ~~the~~certain ~~registrant~~Registration ~~has~~Rights ~~duly~~Agreement, ~~caused~~dated ~~this~~January ~~report~~24, to2022, beamong ~~signed~~Chenghe, onthe ~~its~~Sponsor ~~behalf~~and certain bysecurity ~~the~~holders ~~undersigned~~of ~~hereunto~~Chenghe, ~~duly~~was ~~authorized~~terminated on the Closing Date.

~~Chenghe~~The ~~Acquisition~~foregoing Idescription of ~~Co.~~the ~~By:~~Investor ~~/s/~~Rights ~~Zhaohai~~Agreement ~~Wang~~does ~~Name:~~not ~~Zhaohai~~purport ~~Wang~~to ~~Title:~~be ~~Chief~~complete ~~Financial~~and ~~Officer~~is qualified in its entirety by the terms and conditions of the Investor Rights Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

~~Date:~~Item ~~January~~1.02. 2,Termination ~~2025~~of a Material Definitive Agreement.

The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Chenghe terminated in accordance with their terms:

(i)

certain Investment Management Trust Agreement, dated as of January 24, 2022, by and between Chenghe and Continental, pursuant to which Continental invested the proceeds of Chenghe’s initial public offering in a trust account; and

(ii)

certain Letter Agreement, dated as of January 24, 2022, by and among Chenghe, the Old SPAC Sponsor and the insiders listed thereunder, pursuant to which, among other things, the holders of SPAC Class B Ordinary Shares agreed to certain transfer restrictions on the SPAC Class B Ordinary Shares and SPAC Private Placement Warrants held by them.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note above is incorporated into this Item 2.01 by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note above is incorporated into this Item 3.01 by reference.

In connection with the consummation of the Business Combination, on the Closing Date, Chenghe notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Business Combination had been consummated and that the outstanding SPAC Class A Ordinary Shares and SPAC Warrants had been converted into CayCo Ordinary Shares and CayCo’s warrants, respectively. On the Closing Date, a Form 25 was filed to delist SPAC Class A Ordinary Shares, and Chenghe’s units from the Nasdaq, thereby commencing the process of delisting SPAC Class A Ordinary Shares, and Chenghe’s units from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01 and Item 3.01 above and Item 5.01 below is incorporated into this Item 3.03 by reference.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 above is incorporated into this Item 5.01 by reference.

As a result of the consummation of the Business Combination, a change in control of Chenghe occurred. At the Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and Chenghe became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Chenghe (as the surviving entity of the Merger), which is a direct and wholly-owned subsidiary of CayCo.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note above is incorporated into this Item 5.02 by reference.

Pursuant to the Business Combination Agreement, each of Chenghe’s officers and directors forthwith resigned and ceased to serve as an officer or director of Chenghe with effect as of immediately before the Merger Effective Time. These resignations were not a result of any disagreement between Chenghe and its officers and directors on any matter relating to Chenghe’s operations, policies or practices.

Item 8.01.

Other Events.

On the Closing Date, Chenghe and CayCo issued a joint press release announcing the closing of the Business Combination. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*		Business Combination Agreement, dated as of December 22, 2023, by and among Chenghe Acquisition I Co., FST Corp., FST Merger Ltd., and Femco Steel Technology Co., Ltd.

2.2		First Amendment to Business Combination Agreement, dated as of September 10, 2024, by and among Chenghe Acquisition I Co., FST Corp., FST Merger Ltd., and Femco Steel Technology Co., Ltd.

10.1		Assignment, Assumption and Amendment Agreement, dated as of January 15, 2025, by and among Chenghe Acquisition I Co., FST Corp. and Continental Stock Transfer & Trust Company

10.2*		Investor Rights Agreement, dated as of January 15, 2025, by and among Chenghe Acquisition I Co., FST Corp., Femco Steel Technology Co., Ltd. and certain other parties thereto

99.1		Press Release dated January 15, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Chenghe hereby undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Chenghe may request confidential treatment for any such schedules so furnished.

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 hereunto duly authorized.

	Chenghe Acquisition I Co.

	By:	/s/ Yixuan Yuan
	Name:	Yixuan Yuan
	Title:	Chief Executive Officer

Date: January 15, 2025

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