Chenghe Acquisition : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2023, Chenghe Acquisition Co. (the "Company") issued a non-interest bearing non-convertible unsecured promissory note (the "Note") to Chenghe Investment Co., a Cayman Islands exempted company, for a principal amount of up to $350,000. The Company may draw down up to $150,000 under the Note to pay the Contributions (as such term is defined under the definitive proxy statement on Schedule 14A filed by the Company on July 5, 2023 with the U.S. Securities and Exchange Commission) and up to $200,000 for general corporate purposes.

The unpaid principal amount under the Note will be repayable by the Company on the effective date of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses, unless accelerated upon the occurrence of an Event of Default (as defined in the Note).

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the terms and conditions thereof. A copy of the Note is filed herewith as Exhibit 10.1 and is incorporated herein by reference.