Chenghe Acquisition Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
February 2, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 2, 2024, Chenghe Acquisition Co. (the “Company” or “Chenghe”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”), at which, holders of 9,664,189 of the Company’s ordinary shares, which represents approximately 85.43 % of the ordinary shares issued and outstanding and entitled to vote as of the record date of December 20, 2023, were represented in person or by proxy.
Set forth below are the proposals voted upon at the Extraordinary Meeting, which are described in more detail in the definitive proxy statement/prospectus filed with the Securities Exchange Commission on January 12, 2024 (the “Proxy Statement/Prospectus”), and the final voting results.
| 1. | Proposal No. 1 — The Business Combination Proposal. To consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the business combination agreement dated as of July 21, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Chenghe, Semilux International Ltd., a Cayman Islands exempted company with limited liability (“CayCo”), SEMILUX LTD., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of CayCo (“Merger Sub”), and Taiwan Color Optics, Inc. (“TCO” and together with CayCo and Merger Sub, the “TCO Parties”), a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644, and approve the transactions contemplated thereby, 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 “SEMILUX LTD.” (the “Business Combination”). |
| FOR | AGAINST | ABSTAIN | ||||||||
| 9,139,144 | 525,045 | 0 |
| 2. | Proposal No. 2 — The Merger Proposal. To consider and vote upon, as a special resolution, a proposal to approve and adopt the plan of merger to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and approve the transactions contemplated thereby, including, without limitation the Merger. |
| FOR | AGAINST | ABSTAIN | ||||||||
| 9,139,144 | 525,045 | 0 |
| 3. | Proposal No. 3 — The Authorized Share Capital Amendment Proposal. To consider and vote upon, as an ordinary resolution, a proposal to approve, with effect from the effective time of the Merger, the reclassification and re-designation of (a) 500,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 500,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; (b) 50,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 50,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; and (c) 5,000,000 authorized but unissued preference shares of a par value of $0.0001 each to 5,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each (the “Re-designation”) so that following such Re-designation, the authorized share capital of Chenghe shall be $55,500 divided into 555,000,000 ordinary shares of a par value of $0.0001 each, and immediately after the Re-designation, the authorized share capital of Chenghe be amended from $55,500 divided into 555,000,000 ordinary shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each by the cancellation of 55,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each. |
| FOR | AGAINST | ABSTAIN | |||||||
| 9,139,134 | 525,055 | 0 |
| 4. | Proposal No. 4 — The Articles Amendment Proposals. To consider and vote upon, as special resolutions, two separate proposals to approve, with effect from the effective time of the Merger: |
| (a) | the change of name of Chenghe from “Chenghe Acquisition Co.” to “SEMILUX LTD.”; and |
| FOR | AGAINST | ABSTAIN | ||||||||
| 9,139,144 | 525,045 | 0 |
| (b) | the amended and restated memorandum and articles of association of SPAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed second amended and restated memorandum and articles of association of Chenghe (the “Restated M&A”). |
| FOR | AGAINST | ABSTAIN | ||||||||
| 9,139,144 | 525,045 | 0 |
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement/Prospectus was not presented to the shareholders.
Item 8.01 Other Events.
On February 1, 2024, Chenghe and the TCO parties agreed that (i) the Sponsor will not execute (and Chenghe will accordingly not provide) the Lock-Up Agreement at the Closing, pursuant to section 4.2(b)(iii) of the Business Combination Agreement, and the TCO Parties agree to waive any rights in respect of the forgoing and release the Sponsor and Chenghe from their respective obligations thereunder), and (ii) waive the closing condition that the Company Acquisition Percentage shall be at least 90.1% at the Closing pursuant to section 8.2(c) of the Business Combination Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Chenghe Acquisition Co. | ||
| By: | /s/ Shibin Wang | |
| Name: | Shibin Wang | |
| Title: | Chief Executive Officer | |
Date: February 2, 2024