UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended March 31, 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: 001-41366

CHENGHE ACQUISITION CO.

(Exact Name of Registrant as Specified in Its Charter)



Cayman Islands		98-1598077
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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)

Not Applicable

(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	CHEAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CHEA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	CHEAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth 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 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 May 15, 2023, there were 11,500,000 Class A ordinary shares, par value $0.0001 per share, and 2,875,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		1
Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 (Unaudited)		3
Condensed Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2022 (Unaudited)		4
Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		22
Item 6. Exhibits		23
Part III. Signatures		24


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets
Cash	$	524,658	$	640,833
Prepaid expenses		201,023		215,720
Total Current Assets		725,681		856,553

Investments held in Trust Account		121,294,223		120,082,704
TOTAL ASSETS	$	122,019,904	$	120,939,257

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	277,402	$	212,000
Accrued offering costs		50,000		50,000
Due to Sponsor		160,839		115,839
Total Current Liabilities		488,241		377,839
Deferred underwriting commissions		4,025,000		4,025,000
Total Liabilities		4,513,241		4,402,839

Commitments

Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 number of shares at redemption value of $10.55 and $10.44 as of March 31, 2023 and December 31, 2022, respectively		121,294,223		120,082,704

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 11,500,000 shares subject to possible redemption as of March 31, 2023 and December 31, 2022, respectively)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,875,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		288		288
Additional paid-in capital		—		—
Accumulated deficit		(3,787,848)		(3,546,574)
Total Shareholders’ Deficit		(3,787,560)		(3,546,286)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	122,019,904	$	120,939,257





	For the Three Months Ended March 31,
	2023		2022
Operating and formation costs	$	241,274	$	—
Loss from operations		(241,274)		—

Other income:
Interest earned on investments held in Trust Account		1,211,519		—
Other income, net		1,211,519		—

Net income	$	970,245	$	—

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		11,500,000		—

Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.07	$	—

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,875,000		2,500,000

Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.07	$	—


	Class A Ordinary Shares			Class B Ordinary Shares			Additional
							Paid-in		Accumulated		Total Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	2,875,000	$	288	$	—	$	(3,546,574)	$	(3,546,286)
Re-measurement for Class A ordinary shares subject to redemption amount	—		—	—		—		—		(1,211,519)		(1,211,519)
Net income	—		—	—		—		—		970,245		970,245
Balance – March 31, 2023	—	$	—	2,875,000	$	288	$	—	$	(3,787,848)	$	(3,787,560)





	For the Three Months Ended
	March 31,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	970,245	$	—
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,211,519)		—
Changes in operating assets and liabilities:
Prepaid expenses		14,697		—
Accrued expenses		65,402		—
Due to Sponsor		45,000		—
Net cash used in operating activities		(116,175)		—

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		—		62,028
Repayment of promissory note – related party		—		(62,028)
Net cash provided by financing activities		—		—

Net Change in Cash		(116,175)		—
Cash – Beginning of period		640,833		—
Cash – End of period	$	524,658	$	—

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—	$	172,342
Re-measurement for Class A ordinary shares subject to possible redemption	$	1,211,519	$	—


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(1,667,500)
Class A ordinary shares issuance at cost		(7,049,417)
Plus:
Re-measurement for Class A ordinary shares subject to possible redemption		13,799,621
Contingently redeemable ordinary share, December 31, 2022	$	120,082,704
Plus:
Re-measurement for Class A ordinary shares subject to possible redemption		1,211,519
Contingently redeemable ordinary share, March 31, 2023	$	121,294,223

No.		Description of Exhibit
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

	CHENGHE ACQUISITION CO.

Date: May 15, 2023	By:	/s/ Shibin Wang
	Name:	Shibin Wang
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 15, 2023	By:	/s/ Zhiyang Zhou
	Name:	Zhiyang Zhou
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Chenghe Acquisition Co.