United States securities and exchange commission logo





                              November 24, 2021

       Shibin Wang
       Chief Executive Officer and Director
       Chenghe Acquisition Co.
       Unit 2009, Tower One
       Lippo Centre
       89 Queensway
       Hong Kong

                                                        Re: Chenghe Acquisition
Co.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted October
28, 2021
                                                            CIK No. 0001856948

       Dear Dr. Wang:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 8, 2021 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted
October 28, 2021

       Cover Page

   1.                                                   We note your revisions
in response to comment 1. Please prominently disclose on your
                                                        prospectus cover page
that a majority of your executive officers and directors also have
                                                        significant ties to
China. Please further revise to describe the legal and operational risks
                                                        associated with being
based in Hong Kong, as well as acquiring a company that does
                                                        business in China or
Hong Kong. Your disclosure should also address how recent
                                                        statements and
regulatory actions by China   s government, such as those related to the use
 Shibin Wang
Chenghe Acquisition Co.
November 24, 2021
Page 2
         of variable interest entities and data security or anti-monopoly
concerns, has or may
         impact the company   s ability to conduct its business, accept foreign
investments, or list on
         an U.S. or other foreign exchange. Your prospectus summary should
address, but not
         necessarily be limited to, the risks highlighted on the prospectus
cover page.
Summary, page 2

2.       We note your response to comment 4 that you "not currently required to
obtain permission
         from the PRC government to operate," as well as your revision on page
91 that you "are
         not currently required to obtain permission from the PRC government to
list on a U.S.
         securities exchange and consummate this offering...[but] there is no
guarantee that this
         will continue to be the case in the future." As your operations as a
blank check company
         involve searching for a target company to acquire, please revise your
Summary to disclose
         each permission that you are required to obtain from Chinese
authorities to operate.
         Please also expand your Summary to address whether you are required to
obtain any
         approvals to offer securities to foreign investors, whether you have
received such
         approvals and the consequences to you and your investors if you do not
receive or
         maintain the approvals, inadvertently conclude that such approvals are
not required, or
         applicable laws, regulations, or interpretations change and you are
required to obtain
         approval in the future.
Certain Considerations Relating to Our Corporate Structure..., page 14

3.       We note your revisions in response to comment 2. Please revise to
enhance your
         description of what the organizational structure for a variable
interest entity would entail,
         as well as your discussion of why the contractual arrangements may be
less effective than
         direct ownership. Please also disclose that the company may incur
substantial cost to
         enforce the terms of the arrangements. Please further disclose the
uncertainties regarding
         the status of the rights of a holding company with respect to its
contractual arrangements
         with a VIE, its founders and owners and the challenges the company may
face enforcing
         these contractual agreements due to uncertainties under Chinese law
and jurisdictional
         limits.
HFCAA, page 15

4.     We note your revisions in response to comment 6. Please revise to
disclose that all
       trading of your securities may be prohibited, including
"over-the-counter" trading, if the
       auditor cannot be inspected by the PCAOB over the applicable time
period. Please also
       revise to discuss that the United States Senate passed the Accelerating
Holding Foreign
FirstName LastNameShibin Wang
       Companies Accountable Act, which, if enacted, would decrease the number
of non-
Comapany    NameChenghe
       inspection           Acquisition
                   years from  three yearsCo.
                                           to two, thus reducing the time
period before your
       securities
November          mayPage
           24, 2021    be prohibited
                           2          from trading or delisted.
FirstName LastName
 Shibin Wang
FirstName LastNameShibin
Chenghe Acquisition Co. Wang
Comapany 24,
November  NameChenghe
              2021       Acquisition Co.
November
Page 3    24, 2021 Page 3
FirstName LastName
Post-Business Combination Funds Flow, page 15

5.       We note your revision in response to comment 5. Please revise to
provide a clear
         description of how cash will be transferred through the
post-combination organization if
         you acquire a company based in China. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S. investors that
         may apply after a business combination with a company based in China.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to U.S. investors as
well as the ability to
         settle amounts owed under the VIE agreements. Please also revise your
cover page to
         include the description of how cash is or will be transferred
throughout the organization,
         as well as a statement as to whether any transfers, dividends or
distributions have been
         made to date.
Summary of Risk Factors, page 40

6.       We note your revisions in response to comment 3. Please also disclose
the risks that being
         based in Hong Kong poses to investors. Please also revise to expand
upon your
         discussion of risks arising from the legal system in China, including
risks and
         uncertainties regarding the enforcement of laws and that rules and
regulations in China
         can change quickly with little advance notice; and the risk that the
Chinese government
         may intervene or influence your operations at any time, or may exert
more control over
         offerings conducted overseas and/or foreign investment in China-based
issuers, which
         could result in a material change in your operations and/or the value
of your ordinary
         shares. Acknowledge any risks that any actions by the Chinese
government to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
         in China-based issuers could significantly limit or completely hinder
your ability to offer
         or continue to offer securities to investors and cause the value of
such securities to
         significantly decline or be worthless. Please also revise to include
specific cross-
         references to the more detailed discussion of the risks in the
prospectus.
Risk Factors, page 43

7.       We note your revision in response to comment 7. Please further revise
to disclose
         that you may be unable to assert your contractual control rights over
the assets of your
         PRC subsidiaries that may conduct all or substantially all of your
operations, if the PRC
         government determines that the contractual arrangements constituting
part of your VIE
         structure do not comply with PRC regulations, or if these regulations
change or are
         interpreted differently in the future.
8.       We note your revision on page 91 in response to comment 8 separately
highlighting the
         risk that the Chinese government may intervene or influence your
operations at any time,
         which could result in a material change in your operations and/or the
value of your
         ordinary shares. Please revise to enhance your discussion of this risk
as it applies to your
         current operations, as well as any search for a target company, and
delete any
 Shibin Wang
Chenghe Acquisition Co.
November 24, 2021
Page 4
      indication that you are not currently subject to intervention or
influence of the PRC
      government. In this regard we note, without limitation, your response to
comment 1 that
      "the National People's Congress of the PRC authorizes the Hong Kong
Special
      Administrative Region to exercise" autonomy and power in accordance with
the
      provisions of the Basic Law of the Hong Kong Special Administrative
Region. Please
      also revise to highlight this risk as it applies to the business of any
China-based company
      that you may target for an initial business combination, as well as your
operations
      following any initial business combination. Please further revise to also
acknowledge
      the recent statements by the Chinese government indicating an intent to
exert more
      oversight and control over offerings that are conducted overseas and/or
foreign investment
      in China-based issuers.
9.    We note your revision in response to comment 9. Please disclose how this
oversight
      could impact your process for search for a target. Please also revise to
enhance your
      disclosure on how your ability to consummate a business combination in a
timely manner,
      or at all, may be impacted.
       You may contact Jeffrey Lewis at (202) 551-6216 or Wilson Lee at (202)
551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Dunham at (202) 551-3783 or Mary Beth Breslin at (202)
551-3625 with any
other questions.



                                                           Sincerely,
FirstName LastNameShibin Wang
                                                           Division of
Corporation Finance
Comapany NameChenghe Acquisition Co.
                                                           Office of Real
Estate & Construction
November 24, 2021 Page 4
cc:       Joel L. Rubinstein, Esq.
FirstName LastName