Chenghe Acquisition II Co-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR Commission File Number:001-42123 (Exact Name of Registrant as Specified in Its Charter) Registrant’s telephone number, including area code:(65)9851 8611 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 daysYes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☒No☐ The aggregate market value of the Class A ordinary shares held by non-affiliates of the Registrant, as of June 30, 2024, the lastbusiness day of the Registrant’s most recently completed second fiscal quarter, was approximately $86,767,931.25, calculated by usingthe closing price of the Class A ordinary shares on such date on NYSEAmerican LLC of $10.01. As of March 26, 2025, there were8,935,000Class A ordinary shares (including8,625,000Class A ordinary shares subject to possibleredemption), $0.0001 par value and2,875,000Class B ordinary shares, $0.0001 par value, issued and outstanding. CHENGHE ACQUISITION II CO. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPART I1Item 1.Business1Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments66Item 1C.Cybersecurity66Item 2.Property66Item 3.Legal Proceedings66Item 4.Mine Safety Disclosures66PART II67Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities67Item 6.[Reserved]68Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.69Item 7A.Quantitative and Qualitative Disclosures about Market Risk71Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure71Item 9A.Controls and Procedures.71Item 9B.Other Information.72Item9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections72PART III73Item 10.Directors, Executive Officers and Corporate Governance73Item 11.Executive Compensation.81Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters81Item 13.Certain Relationships and Related Transactions, and Director Independence84Item 14.Principal Accounting Fees and Services86PART IV87Item 15.Exhibits, Financial Statement Schedules87Item 16.Form 10-K Summary89INDEX TO FINANCIAL STATEMENTSF-1 CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this