09/10/2024 | Press release | Distributed by Public on 09/10/2024 04:06
Item 1.01 Entry Into a Material Definitive Agreement.
As previously announced on December 22, 2023, Chenghe Acquisition I Co., a Cayman Islands exempted company limited by shares ("Chenghe"), entered into a Business Combination Agreement (the "Business Combination Agreement"), with FST Corp., a Cayman Islands exempted company limited by shares ("CayCo"), FST Merger Ltd., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, ("Merger Sub") and Femco Steel Technology Co., Ltd., a company limited by shares incorporated and in existence under the laws of Taiwan with uniform commercial number of 04465819 (the "Company," and together with CayCo and Merger Sub, the "Company Parties"). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
On September 10, 2024, Chenghe and the Company Parties entered into the First Amendment to Business Combination Agreement (the "First BCA Amendment"), pursuant to which the Agreement End Date of the Business Combination Agreement is extended from October 26, 2024 to January 26, 2025 (or such later time mutually agreed upon by the Company and Chenghe). All other terms of the Business Combination Agreement, which was previously filed by Chenghe as Exhibit 2.1 to Chenghe's Current Report on Form 8-K on December 22, 2023, remain unchanged.
The foregoing summary description of the First BCA Amendment is subject to and qualified in its entirety by reference to the First BCA Amendment, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed Business Combination, CayCo filed a registration statement on Form F-4 (the "Registration Statement") with the SEC, which includes a proxy statement to Chenghe shareholders and a prospectus for the registration of CayCo securities. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be sent to all Chenghe shareholders as of the record date to be established for voting on the proposed Business Combination and will contain important information about the proposed Business Combination and related matters. Shareholders of Chenghe and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Chenghe, the Company and CayCo and the proposed Business Combination. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Chenghe, the Company and CayCo will also file other documents regarding the proposed Business Combination with the SEC. This current report does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF CHENGHE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chenghe and CayCo through the website maintained by the SEC at www.sec.gov. The documents filed by Chenghe and CayCo with the SEC also may be obtained free of charge upon written request to Chenghe Acquisition I Co., 38 Beach Road #29-11, South Beach Tower, Singapore.