SC 13G 1 centiva-cheb93024.htm

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)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G20873108

(CUSIP Number)

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).

CUSIP No. G20873108

SCHEDULE 13G

Page 2 of 8 Pages


1	NAME OF REPORTING PERSONS Centiva Capital GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 545,584
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 545,584
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,584
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.33%
12	TYPE OF REPORTING PERSON PN; HC

CUSIP No. G20873108

SCHEDULE 13G

Page 3 of 8 Pages


1	NAME OF REPORTING PERSONS Centiva Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 545,584
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 545,584
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,584
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.33%
12	TYPE OF REPORTING PERSON IA

CUSIP No. G20873108

SCHEDULE 13G

Page 4 of 8 Pages

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

CUSIP No. G20873108

SCHEDULE 13G

Page 5 of 8 Pages


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:

CUSIP No. G20873108

SCHEDULE 13G

Page 6 of 8 Pages

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.

(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.

CUSIP No. G20873108

SCHEDULE 13G

Page 7 of 8 Pages

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

CUSIP No. G20873108

SCHEDULE 13G

Page 8 of 8 Pages

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
	Centiva Capital GP, LLC

	By:	/s/ Alan Weiss
		Name: Alan Weiss Title: Chief Compliance Officer

SEC Form SC 13G filed by Chenghe Acquisition II Co.