SEC Form SC 13G filed by Chenghe Acquisition II Co.
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Chenghe Acquisition II Co. |
| (Name of Issuer) |
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| Class A ordinary shares, par value $0.0001 per share |
| (Title of Class of Securities) |
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| G20873108 |
| (CUSIP Number) |
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| September 30, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G20873108
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SCHEDULE 13G
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Page 2
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Centiva Capital GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
545,584
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
545,584
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,584
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.33%
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12
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TYPE
OF REPORTING PERSON
PN; HC
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CUSIP No. G20873108
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SCHEDULE 13G
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Page 3
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Centiva Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
545,584
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
545,584
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,584
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|||
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.33%
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12
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TYPE
OF REPORTING PERSON
IA
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CUSIP No. G20873108
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SCHEDULE 13G
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Page 4
of 8 Pages
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| Item 1. | (a) Name of Issuer |
Chenghe Acquisition II Co. (the “Issuer”)
| (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 |
(1) Centiva Capital, LP (the "Investment Manager"), a Delaware limited partnership and the investment manager of certain affiliated funds (the "Centiva Capital Funds") with respect to the shares of Class A ordinary shares (as defined in Item 2(d); and
(2) Centiva Capital GP, LLC, the general partner of the Investment Manager and the Centiva Capital Funds, with respect to the shares of Class A ordinary shares held by the Centiva Capital Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A ordinary shares reported herein.
| (b) Address of Principal Business Office, or, if none, Residence |
55 Hudson Yards, Suite 22A
New York, NY 10001
| (c) Citizenship |
Centiva Capital GP, LLC – Delaware
Centiva Capital, LP – Delaware
| (d) Title of Class of Securities |
Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”)
| (e) CUSIP No.: |
G20873108
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CUSIP No. G20873108
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SCHEDULE 13G
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Page 5
of 8 Pages
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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) | x | 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) | x | 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); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP No. G20873108
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SCHEDULE 13G
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Page
6 of 8 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Centiva Capital GP, LLC. – 545,584
Centiva Capital, LP – 545,584
(b) Percent of class: 6.33%
6.33% of the 8,625,000 shares of Class A ordinary shares outstanding as of August 14, 2024, as reported in the Issuer’s Form 10-Q Quarterly Report filed on August 14, 2024.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Centiva Capital GP, LLC. – 0
Centiva Capital, LP – 0
(ii) Shared power to vote or to direct the vote:
Centiva Capital GP, LLC. – 545,584
Centiva Capital, LP – 545,584
(iii) Sole power to dispose or to direct the disposition of:
Centiva Capital GP, LLC. – 0
Centiva Capital, LP – 0
(iv) Shared power to dispose or to direct the disposition of:
Centiva Capital GP, LLC. – 545,584
Centiva Capital, LP – 545,584
The responses to questions 5 through 9 and 11 on the cover page(s) are incorporated by reference into this Item 4.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below the undersigned certifies that, to the best of its 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.
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CUSIP No. G20873108
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SCHEDULE 13G
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Page 7
of 8 Pages
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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.
Dated: November 14, 2024
| Centiva Capital, LP | |||
| By: | /s/ Alan Weiss | ||
| Name: | Alan Weiss | ||
| Title: | Chief Compliance Officer | ||
| Centiva Capital GP, LLC | |||
| By: | /s/ Alan Weiss | ||
| Name: | Alan Weiss | ||
| Title: | Chief Compliance Officer | ||
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CUSIP No. G20873108
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SCHEDULE 13G
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Page 8
of 8 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: November 14, 2024
Centiva Capital, LP | |||
| By: | /s/ Alan Weiss | ||
Name: Alan Weiss Title: Chief Compliance Officer
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Centiva Capital GP, LLC | |||
| By: | /s/ Alan Weiss | ||
Name: Alan Weiss Title: Chief Compliance Officer |
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