Chenghe Acquisition I Co. *
PROPOSED BUSINESS COMBINATION: Femco Steel Technology Co., Ltd.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Chenghe Acquisition I Co. entered into a business combination agreement with Femco Steel Technology Co., Ltd.
- FST is a Taiwan-based company mainly engaged in the research and development, production and sales of golf shafts.
- FST designs, manufactures, and sells golf shafts under its proprietary brand, KBS, and golf shafts for other global golf club brands, with the vision to become a leading global brand in golf shafts and golf accessories.
SUBSEQUENT EVENT – 1/2/25 – LINK
- The SPAC entered into a Prepaid Share Forward Agreement with each of (i) Harraden Circle Investors, LP (“HCI”) and (ii) Harraden Circle Special Opportunities, LP.
- Under this agreement, the Seller may purchase up to 3,000,000 Class A ordinary shares of Chenghe from third parties in the open market or by reversing previously redeemed shares before the closing of a business combination. As of December 26, 2024, the redemption price per Ordinary Shares was approximately US$11.79 per share.
- Additionally, the Seller can purchase up to 100,000 “Committed Shares,” which are excluded from the 3,000,000 shares and cannot be sold below a specified “Reset Price” for 30 days after the business combination closes.
EXTENSION – 10/29/24 – LINK
- The SPAC approved the extension from October 27, 2024 to up to April 27, 2025.
- 407,442 shares were redeemed.
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$0.03/Share per month for first 3-months; Additional $0.05/share per month (x3) thereafter.
SUBSEQUENT EVENT – 9/10/24 – LINK
- The Agreement End Date of the Business Combination Agreement is extended from October 26, 2024 to January 26, 2025.
TRANSACTION
- The Combined Company will be named “FST Ltd.”
- The Company Parties will use their respective best efforts to procure more than shareholders holding at least 90% of the Company’s shares (on a fully diluted basis) to roll their equity in CayCo at the closing of the Business Combination.
- Base equity value is approximately $400 million.
- In connection with the Business Combination, FST shall de-register its listing status at the Emerging Stock Market of Taipei Exchange of Taiwan, and terminate its public reporting status with “Financial Supervisory Commission“ of Taiwan.
- The Business Combination is expected to close in the second quarter of 2024.
SPAC FUNDING
- The SPAC entered into a Prepaid Share Forward Agreement with Harraden Circle Investors, LP and Harraden Circle Special Opportunities, LP. For more details, please refer to the subsequent event described above on January 2, 2025.
LOCK-UP
- Company and Sponsor:
- Pursuant to the Lock-up Agreement, each Holder agrees to not to transfer any of its shares for a period beginning on the Closing Date and ending on the earlier of:
- (i) the date that is 6 months after the Closing Date, or
- (ii) the date on which the closing trading price of the Ordinary Shares equals or exceeds US$12.00 per share for any 20 trading days within any 30-trading day period at least 150 days after the Closing Date.
- Pursuant to the Lock-up Agreement, each Holder agrees to not to transfer any of its shares for a period beginning on the Closing Date and ending on the earlier of:
NOTABLE CONDITIONS TO CLOSING
- FST and Chenghe shareholder approvals
- SPAC having at least US$5,000,001 of net tangible assets remaining after redemptions
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by the Company or SPAC, if the Business Combination has not been consummated by 5:00 p.m. (Hong Kong time) on October 26, 2024 (“Outside Date”) and such failure in closing beyond such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate.
- The Agreement End Date of the Business Combination Agreement is extended from October 26, 2024 to January 26, 2025 – LINK
ADVISORS
- FST Advisors:
- Geneva Capital Group serves as the financial advisor
- Landi Law Firm and Ross Law Group act as the legal advisors
- SPAC Advisors:
- Revere Securities LLC serves as the financial and capital markets advisor
- White and Case LLP and Lee and Li, Attorneys-at-Law, act as the legal advisors
SUBSEQUENT EVENT – 12/15/23 – LINK
- The SPAC entered into a letter of intent with Femco Steel Technology Co., Ltd.
EXTENSION – 10/25/23 – LINK
- The SPAC approved the extension from October 27, 2023 to up to October 27, 2024.
- 1,658,610 shares were redeemed.
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$0.06/Share for initial 3-months; Additional $0.02/share per month (x9) thereafter.
EXTENSION – 4/18/23 – LINK
- The SPAC approved the extension from April 27, 2023 to up to November 27, 2023
- 7,399,517 shares were redeemed.
- $150K per month will be deposited into the trust account.
MANAGEMENT & BOARD
Executive Officers
Yixuan Yuan, 31 [Appointed]
Chief Executive Officer
She specializes in capital markets transactions in Hong Kong, the United States and other markets. Having worked on around fifty capital markets deals throughout her career, she has extensive experience in the TMT, healthcare, consumer, industrial and real estate sectors. Ms. Yuan has served as a Managing Director of Chenghe Group Ltd. since February 2024. Prior to that, Ms. Yuan spent eight years in the investment bank industry with a focus on clients in Greater China and Asia generally. Specifically, Ms. Yuan served Credit Suisse as a Vice President from January 2023 to February 2024, as an Associate from July 2019 to December 2022 and as an Analyst from October 2017 to June 2019. Prior to joining Credit Suisse, Ms. Yuan served BNP Paribas as an Analyst from July 2016 to August 2017. Ms. Yuan holds a Bachelor of Business Administration, with a major in Finance and a minor in Mathematics from the Hong Kong University of Science and Technology, as well as a Master of Corporate and Financial Law from The University of Hong Kong.
Zhaohai Wang, 25 [Appointed]
Chief Financial Officer
Mr. Wang has served as an associate at Chenghe Capital Management Limited since March 2023. Prior to that, he served as Client Manager at the Retail Finance Department of China Merchants Bank from August 2020 to May 2021, managing more than 700 client accounts with an AUM of over RMB300 million and advising clients with respect to investment strategy and portfolio. Mr. Wang received a Bachelor of Engineering degree from Northwestern Polytechnical University in China and a master degree in Finance from The University of Hong Kong.
Zhiyang Zhou, 36 [Appointed] [Resigned as CEO and CFO] [Appointed as President on 6/24/24]
President and former Chief Executive Officer and Chief Financial Officer
Ms. Zhou focused on equity research since beginning her career in 2011 and specialized in the China and US Technology, Media, and Telecom (“TMT”) sector including smartphones, digital consumer products, internet services and emerging platform economies. She has been working on in-depth research and rigorous valuation studies in various sectors. She was a senior associate at Mighty Divine Investment Management Limited from 2019 to 2021, the research associate of the long-only portfolio of China Great Wall AMC (International) Holdings Company Limited from 2017 to 2019 and the QDII fund of Anbang Asset Management (Hong Kong) Co. Limited from 2016 to 2017. She also spent two years in BOCOM International as a data analyst in its market strategy team from 2014 to 2016, publishing weekly notes on China’s commodity sector. Ms. Zhou has been involved in investments in Futu Holdings Ltd., Meituan Dianping, Bilibili Inc. and Pingduoduo Inc. when she worked as an equity analyst at Mighty Divine Investment Management Limited, and investments in Sunny Optical Technology (Group) Company Limited when she worked as an equity analyst at China Great Wall AMC (International) Holdings Company Limited.
Gerard Cremoux, 50 [Resigned]
Chief Executive Officer, Chief Financial Officer and Director
Mr. Cremoux is the former Head of Investment Banking for Latin America at UBS Investment Bank. He led a team of 30 bankers located in Mexico, Colombia, Argentina and Brazil. With over 25 years of experience in the LatAm market, Mr. Cremoux has worked and/or led over 100 completed transactions, the vast majority in M&A situations and equity offerings. In M&A he has successfully executed around $25 billion in buy/sell sides, including the $3.7 billion acquisition of ING LatAm pension assets by Grupo Sura, Bancolombia’s $2.1 billion acquisition of HSBC Panama and AXA’s in the $1.5 billion acquisition of ING’s operations in Mexico. In terms of equity offerings, he led the IPO or secondary offerings of 20+ issuers in Latin America including Unifin, Davivienda, Santander Mexico, Inbursa, Grupo Sura, Banorte, BMV, Bancolombia, and Unibanco. Mr. Cremoux currently works as an exclusive independent advisor in several M&A transactions and is a board member of a SOFIPO in Mexico. He is also an investor in Fintech companies in the region. Mr. Cremoux worked 22 years in New York, 3 years in Sao Paulo and has recently moved to Mexico City. Gerard brings his considerable deal experience, proprietary deal sourcing, public market experience, buy side relationships, vast network of contacts and natural ability to pursue and generate value.
Gerardo Mendoza, 38 [Resigned]
Chief Investment Officer
Mr. Mendoza is Managing Director at DigitalBridge and Managing Partner of SouthLight Capital. Mr. Mendoza has over 14 years of private equity and investment banking experience. Mr. Mendoza is responsible for sourcing, executing, and monitoring the group’s investments across Latin America, co-managing the group’s investments in Colombia, Peru, and Chile. Mr. Mendoza currently sits on the Board of QBCo in Colombia, on the Board of Casaideas in Chile and on the Board of Urbano Express and Acurio Restaurantes in Peru. He also sits on the Board as an Independent Director for the largest residential developer in Mexico City and the leading niche redevelopment firm in Mexico City, among other advisory roles. Prior to joining the SouthLight Capital business, Mr. Mendoza worked on The Abraaj Group’s investment team in Mexico from 2013 to 2019. Before joining The Abraaj Group in 2013, Mr. Mendoza worked as the Head of New Product Development at Prudential Real Estate Investors Latin America (“PREI”, now PGIM), where he was responsible for the development, structuring and marketing of two real estate funds in Mexico. Prior to this, Mr. Mendoza was an Associate Director at PREI´s Transactions Group, where he was in charge of sourcing, analyzing, negotiating, and closing private equity real estate transactions in Mexico. Mr. Mendoza has also been an active mentor at Endeavor since 2009 and is the former President of Net Impact´s Mexican chapter. Mr. Mendoza holds an MBA degree from Stanford University´s Graduate School of Business and a BA degree in Economics from Instituto Tecnológico Autónomo de México.
Board of Directors
Shibin Wang, 46 [Appointed]
Chairman and Director
He has over 15 years’ experience in sales and trading of structured financial products, cross-border financing and other capital market activities. Over such period, his clients or counterparts have included major banks (China Development Bank, Industrial and Commercial Bank of China, Agriculture Bank of China and China Construction Bank), leading organizations (China National Offshore Oil Corporation and GCL-Poly Energy) and leading private equity firms (Hillhouse Capital and Greenwoods Asset Management). Dr. Wang was an executive director and head of China structure solutions at Deutsche Bank Hong Kong from 2010 to 2015. Prior to that, he worked at FICC Goldman Sachs from 2008 to 2010 and at China Development Bank managing a fixed-income portfolio from 2003 to 2008. Dr. Wang also serves as the chief executive officer and director of Chenghe Acquisition Co. (Nasdaq: CHEA), a Nasdaq-listed blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Since April 2019, Dr. Wang has served as a co-founder and the chief executive officer of Hong Kong Digital Asset Ex Ltd., a regulated digital asset exchange in Hong Kong dedicated to providing a regulatory-compliant and safe digital asset spot trading and over-the-counter trading services to professional investors in Asia. Under Dr. Wang’s leadership, the company was among the first organizations in Asia-Pacific to apply for a virtual asset trading platform licence from the Securities and Futures Commission in Hong Kong, and was recognized as one of China’s top 50 fintech companies in the “2020 KPMG China Fintech 50.” In 2018, Dr. Wang advised the Intelligent Investment Chain Foundation on funding and ecosystem development. The Intelligent Investment Chain Foundation is a decentralized virtual asset management application developed based on Ethereum smart contracts with an ecology including quantitative funds, cross-chain wealth management wallets and media. Dr. Wang’s served Oriental Patron Financial Group as chief marketing officer from 2016 to 2018, during which he led the company’s blockchain initiatives and fintech investments. Under Dr. Wang’s leadership, Oriental Patron made investments in DIDI Chuxing and CarbonX, organized a number of forums with leading institutions as well as established the Renminbi-denominated Fintech/Internet Plus fund, with Renminbi 3 billion of assets under management, in collaboration with Magnetic Capital in Shanghai.
Ning Ma, 50 [Appointed]
Managing Director
In 2015, Mr. Ma founded Lingfeng Capital Partners, Limited (“Lingfeng”), a private equity firm focusing on investing in fintech companies in Asia, in sub-sectors such as artificial intelligence, blockchain, cloud, big data, lending technology, insurance technology, health care services, investment technology, payment and credit rating, and digital assets. Mr. Ma has served as a partner at Lingfeng since 2015. Mr. Ma is also an independent director of Chenghe Acquisition Co. (Nasdaq: CHEA), a Nasdaq-listed blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Prior to founding Lingfeng, Mr. Ma worked at Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) for thirteen years from 2002 to 2015 where, among other roles, he served as co-head of the Asia Pacific Financial Institutions Equity Research. He was also a member of the Goldman Sachs China Operating Committee and a member of the Asia Pacific Client and Business Standards Committee. He held various positions with Beijing Gao Hua Securities Company Limited and served as the deputy general manager and managing director from 2010 to 2015. Prior to Goldman Sachs, Mr. Ma was a regulator at the headquarters of the People’s Bank of China from 1996 to 2000, where he was actively involved in the regulation, financial reform and policy-making relating to foreign banks and non-bank financial institutions including trust companies, asset management companies, finance companies and leasing companies in China.
Kwan Sun, 52 [Appointed]
Managing Director
Mr. Sun founded Millburn Advisory LLC, a real estate fund manager, in 2018 and has served as its managing partner since then. From 2015 to 2018, Mr. Sun served as the vice chairman of Nan Fung Group’s US businesses to help develop Nan Fung Group’s US real estate business. Mr. Sun is also an independent director of Chenghe Acquisition Co. (Nasdaq: CHEA), a Nasdaq-listed blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Mr. Sun served as a director at Deutsche Bank in structured products department from 1997 to 2003, and as a director at Morgan Stanley in structured products department from 2003 to 2007. Thereafter, Mr. Sun served as a managing director at Deutsche Bank in structured products department from 2007 to 2009 and as a managing director at Morgan Stanley in the investment banking department from 2009 to 2014. Prior to joining Deutsche Bank in 1997, he served as a vice president the capital markets department of Merrill Lynch, where he focused on trading fix income derivatives. He joined Merrill Lynch in 1992. Mr. Sun graduated with a bachelor’s degree from Ohio State University.
James Zhang, 58 [Appointed]
Managing Director
He has significant experience in entrepreneurship and venture capital in both the US and greater China. Since August 2021, Dr. Zhang has been the chief investment officer, technologies and venture capital of Great Eagle Holdings Limited (HKSE: 00041), a multinational corporation with rich experiences in technology investment, property development, and hotel and property management. Dr. Zhang has been an Adjunct Associate Professor of Finance since August 2019 and an Associate Professor of Science Practice since February 2022 at Hong Kong University of Science and Technology, where he teaches venture capital and entrepreneurship. Dr. Zhang has also been an advisor of Venture University since 2020, where he cofounded the Asian Office based in Hong Kong. Dr. Zhang also serves as co-founder and director of WaterCare Technologies Limited, director of Base Therapeutics Group Holding Limited, and director of Great Eagle Venture Capital (HK) Limited. Dr. Zhang was a venture partner of the GRC Fund from 2015 to 2021, co-founder, chief executive officer and director of Modular Bioscience Inc. from 2018 to 2021, founding partner of Formation 8 (currently named 8VC) from 2012 to 2016, venture partner of Softbank China Venture Capital from 2010 to 2012, and entrepreneur in residence at Khosla Ventures from 2009 to 2010. Prior to becoming a venture capitalist, Dr. Zhang was an entrepreneur in Silicon Valley for over ten years, and co-founder of several startup companies. Dr. Zhang received his PhD in Genetics from the University of California, Davis, and has completed post-doctoral and business trainings from Stanford University and Stanford Graduate School of Business, respectively.
Eduardo Cortina, 38 [Resigned]
Chairman of the Board
Mr. Cortina is Managing Director at DigitalBridge and Co-Managing Partner of SouthLight Capital. Mr. Cortina has over +16 years of experience in the finance industry and is responsible for sourcing, executing, and monitoring the group’s investments throughout Latin America, including co-managing the group’s investments in Mexico. He currently sits on the Board of Acritus, Mexarrend and formerly Emerging Energy in Mexico, on the Board of Saint Honoré and Selina. Since the launch of CLAF l, Mr. Cortina has led multiple investments in CLAP funds and led fundraising efforts for Mexico, which included a CKD vehicle. Prior to joining the SouthLight Capital business, Mr. Cortina worked for Banco Santander Mexico in portfolio management and equity investments and in Actinver, a medium-sized Investment Bank in Mexico. Before transitioning into finance, he worked for a water treatment plant construction company. Mr. Cortina is the Chairman of the Mexican Private Equity Association (AMEXCAP) and Secretary Advisor for Construyendo, a non-profit organization that builds housing for the lowest income layers. Mr. Cortina holds an MBA degree from Kellogg School of Management and an Industrial Engineering degree from Universidad Iberoamericana and is a CFA® charter holder.
Hector Martinez, 52 [Resigned]
Managing Director
Mr. Martinez is Managing Director at DigitalBridge and Co-Managing Partner of SouthLight Capital. Mr. Martínez has over 25 years of investment banking, project finance and private equity experience in Latin America. Mr. Martínez is responsible for sourcing, executing, and monitoring the group’s investments across Latin America, co-managing the group’s investments in Chile and Peru. Mr. Martínez currently sits on the Board of Urbano Express and Acurio Restaurantes in Peru, on the Board of Casaideas in Chile and on the Board of QBCo in Colombia. Prior to joining the SouthLight Capital business, Mr. Martínez managed the overall activities of The Abraaj Group in Peru since 2008, which was expanded to include Chile in 2015 and Colombia in 2017. Prior to the Abraaj Group, Mr. Martínez was a Director of Project Finance at Latin Pacific Capital, where he led several advisory projects in the mining, infrastructure, and agribusiness sectors. Mr. Martinez also worked at Santander Investment, where he was the Vice President responsible for cross-border M&A and project finance, and at Interinvest (Interbank Group), where he worked on several mergers and acquisitions in the small and mid-cap sector. Mr. Martínez also worked at HSBC Securities in New York, where he was responsible for the origination and execution of equity underwriting mandates for Latin American corporations on the NYSE. Mr. Martínez holds an MBA from the University of North Carolina and a law degree from the Pontificia Universidad Católica del Perú.
Miguel Olea, 69 [Resigned]
Managing Director
Mr. Olea is Managing Director at DigitalBridge and Co-Managing Partner of SouthLight Capital. Mr. Olea was integral in the structuring and integration of SouthLight Capital, which was established through DigitalBridge’s acquisition of the Latin American team that previously managed the Abraaj LatAm private equity funds. Mr. Olea is Chairman of the Board on Emerging Energy, Docuformas and Acritus in Mexico and is also on the Board of Casaideas in Chile. Mr. Olea began his career in the Mexican public sector. Mr. Olea’s experience includes positions such as Director of International Finance at Mexico?s Ministry of Finance, Minister Counselor responsible for the Economic Section of the Mexican Embassy to the United States (1982) and Chief of Staff for the Minister of Foreign Affairs, where he was appointed Ambassador by President Miguel de la Madrid. For the past 33 years Miguel Olea has been doing private equity, founding OPCAP, one of the pioneer PE funds in Mexico, and then moving on to Aureos, Abraaj and lately SouthLight Capital as Partner and Manager. Mr. Olea holds a BSc in mechanical and electrical engineering from the Universidad Anáhuac in Mexico City, a MSc in engineering management and a MSc in operations research from Stanford University in California.
Michael J. McGuinness, 55 [Resigned]
Director
Mr. McGuinness is an M&A partner in the New York office of Jones Day. Before Jones Day, he was an M&A partner in the New York office of Shearman & Sterling, where he led the firm’s Latin American M&A practice. For the past 25 years, Mr. McGuinness’ law practice has focused on managing complicated cross-border M&A transactions across Latin America. His experience includes representing J&F Investimentos in its attempted $4 billion sale of Brazilian pulp & paper company Eldorado to Celulosa Arauco, GrupoSura in its $3.6 billion acquisition of ING’s Latin America pensions assets, Anglo American plc in its $5.4 billion sale to Mitsubishi of a minority stake in Chilean copper mining company Anglo American Sur, and JBS in its $2.8 billion acquisition of a majority stake of Pilgrim’s Pride. In addition to his Latin American experience, Mr. McGuinness held several prominent roles at GE, including general counsel of one of its industrial business units, and has executed more than a dozen significant transactions for GE. Mr. McGuinness, who has appeared on Bloomberg News to discuss U.S.-Mexico relations and published widely on Latin American matters, has been recognized as a “legal star” by the Latin Business Chronicle and described by The Legal 500 as a “Latin America M&A Heavyweight.” He brings his 25 years of deal sourcing and execution skills on high-profile transactions as well as his considerable experience and network of contacts across Latin America.
Zain A. Manekia, 50 [Resigned]
Director
Mr. Manekia has comprehensive deal structuring capabilities and broad knowledge of products across the capital spectrum in both public and private equity and debt capital markets. He has been involved in underwriting more than 100 transactions in the United States, Europe, and Latin America, with over US$60.0 billion in transaction value and a solid track record on sourced and proprietary capital. Mr. Manekia is the founder and managing principal of Cicerone Advisers LLC (“Cicerone”), established in 2001, a boutique merchant banking firm that provides strategic advice and delivers capital solutions to leading and emerging companies. Mr. Manekia has orchestrated numerous transactions, including leveraged buyouts, recapitalizations, mergers and acquisitions, and financial restructurings. Mr. Manekia began his professional career in 1991 as a proprietary trading desk analyst at BD Securities, a single-family office in New York, where he managed a portfolio of listed securities focused on semiconductors, telecommunications, transportation, and retail sectors. In 1993, he joined S.G. Warburg, a predecessor firm to UBS Investment Bank, as a senior associate and a joint-lead member of the Special Situations team. From 1995 until late 2000, he served as an executive director and head of the Latin American TMT research group. Mr. Manekia was a vital member of building the Latin American investment banking, research, sales, and trading teams at UBS, leading the successful integration of the bank’s Latin American research departments in a merger between SBC Warburg and UBS AG.
Carole Philippe, 53 [Resigned]
Director
From 2015 to 2016, Mrs. Philippe served as General Counsel and as a member of the Board and Audit, Risk and Executive Committees of Invesco Europe, a financial services company. From 2008 to 2014, Mrs. Philippe held several roles at Aviva AM, a financial services company, including serving on the Board and Executive, Audit, Risk and Investment Committees, as Chief of Staff to the Chief Executive Officer, as Head of the Infrastructure Committee and as General Counsel. Prior to joining Aviva AM, Mrs. Philippe held executive positions in various global banks, including Head of Legal for Europe and Middle East for the Hedge Fund Division and Head of Investment Banking Continental Europe at Merrill Lynch. Mrs. Philippe has a Finance diploma from Institut des Sciences Politiques de Paris and a Maitrise en Droit from Universite de Paris Sceaux. We believe Mrs. Philippe’s experience in global investment companies will make her well qualified to serve as a director.
