UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41246

Chenghe Acquisition I Co.

(Exact name of registrant as specified in its charter)


Cayman Islands	98-1605340
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

38 Beach Road #29-11 South Beach Tower Singapore	189767
(Address of principal executive offices)	(Zip Code)

(+65) 9851 8611 (Registrant’s telephone number, including area code) LatAmGrowth SPAC (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:

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	LATG	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ☐ NO ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by the 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

As of February 20, 2024, there were 5,000,000 Class A ordinary shares, $0.0001 par value, and 2,191,873 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

CHENGHE ACQUISITION I CO.

Form 10-Q for the Quarter Ended June 30, 2023

Table of Contents

		Page
PART I. FINANCIAL INFORMATION			1
Item 1.	Financial Statements		1
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022		1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022		2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2023 and 2022		3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		33
Item 4.	Controls and Procedures.		33
PART II. OTHER INFORMATION			35
Item 1.	Legal Proceedings		35
Item 1A.	Risk Factors		35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
Item 3.	Defaults upon Senior Securities		36
Item 4.	Mine Safety Disclosures		36
Item 5.	Other Information		36
Item 6.	Exhibits		39
PART III. SIGNATURES			40

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

CHENGHE ACQUISITION I CO.

CONDENSED BALANCE SHEETS


			December 31,
	June 30, 2023		2022
	(Unaudited)
Assets
Current Assets
Cash	$	523,067	$	1,103,214
Prepaid expenses		35,000		171,080
Total Current Assets		558,067		1,274,294
Marketable securities held in Trust Account		59,781,445		134,512,063
Total Assets	$	60,339,512	$	135,786,357

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	574,622	$	487,352
Promissory Note - Related Party		300,000		—
Due to related party		—		319
Total Current Liabilities		874,622		487,671
Warrant liabilities		418,390		1,728,000
Deferred underwriting commissions		4,550,000		4,550,000
Total Liabilities		5,843,012		6,765,671

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 5,600,483 and 13,000,000 shares at redemption value of $10.67 and $10.35 at June 30, 2023 and December 31, 2022, respectively		59,781,445		134,512,063

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 5,600,483 and 13,000,000 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,250,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		325		325
Additional paid-in capital		—		—
Accumulated deficit		(5,285,270)		(5,491,702)
Total Shareholders’ Deficit		(5,284,945)		(5,491,377)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	60,339,512	$	135,786,357

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

CHENGHE ACQUISITION I CO.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Formation and operating costs	$	291,733	$	405,901	$	653,178	$	662,360
Loss from operations		(291,733)		(405,901)		(653,178)		(662,360)
Other income:
Gain on change in fair value of warrants		589,610		1,839,500		1,309,610		9,216,000
Gain on expiration of overallotment option		—		—		—		390,000
Trust interest income		863,072		175,757		2,290,406		187,844
Warrant issuance costs		—		—		—		(335,231)
Total other income, net		1,452,682		2,015,257		3,600,016		9,458,613

Net income	$	1,160,949	$	1,609,356	$	2,946,838	$	8,796,253

Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption		7,048,215		13,000,000		9,991,405		11,071,429
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.11	$	0.10	$	0.22	$	0.61
Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,250,000		3,250,000		3,250,000		3,250,000
Basic and diluted net income per share, Class B ordinary shares	$	0.11	$	0.10	$	0.22	$	0.61

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

CHENGHE ACQUISITION I CO.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


								Total
	Class B			Additional		Accumulated		Shareholders’
	Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of December 31, 2022	3,250,000	$	325	$	—	$	(5,491,702)	$	(5,491,377)
Remeasurement of Class A ordinary shares to redemption amount	—		—		—		(1,427,334)		(1,427,334)
Net income	—		—		—		1,785,889		1,785,889
Balance as of March 31, 2023 (unaudited)	3,250,000		325		—		(5,133,147)		(5,132,822)
Remeasurement of Class A ordinary shares to redemption amount	—		—		—		(1,313,072)		(1,313,072)
Net income	—		—		—		1,160,949		1,160,949
Balance as of June 30, 2023 (unaudited)	3,250,000	$	325	$	—	$	(5,285,270)	$	(5,284,945)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

SEC Form 10-Q filed by Chenghe Acquisition I Co.