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                              May 1, 2024

       Anna Zhou
       Chief Executive Officer
       Chenghe Acquisition II Co.
       38 Beach Road #29-11
       South Beach Tower
       Singapore 189767

                                                        Re: Chenghe Acquisition
II Co.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 4,
2024
                                                            CIK No. 0002016420

       Dear Anna Zhou:

                                                        We have reviewed your
draft registration statement and have the following comments.

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1 submitted April 4, 2024

       Cover Page

   1.                                                   Please reconcile your
disclosure in the prospectus that you have 24 months from the
                                                        closing of this
offering to consummate an initial business combination with Article 49.7 of
                                                        your Articles of
Association which appears to give you 27 months if certain conditions are
                                                        satisfied.
       Summary, page 1

   2.                                                   In your summary of risk
factors on page 33, disclose the risks that your corporate structure
                                                        and being based in
China poses to investors. In particular, describe the significant
                                                        regulatory, liquidity,
and enforcement risks with cross-references to the more detailed
                                                        discussion of these
risks in the prospectus. For example, specifically discuss risks arising
                                                        from the legal system
in China, including risks and uncertainties regarding the
 Anna Zhou
FirstName  LastNameAnna
Chenghe Acquisition II Co.Zhou
Comapany
May  1, 2024NameChenghe Acquisition II Co.
May 1,
Page 2 2024 Page 2
FirstName LastName
         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 the securities you are
registering for sale.
         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.
3.       Disclose each permission or approval that you are required to obtain
from Chinese
         authorities to operate your business and to offer the securities being
registered to foreign
         investors. State whether you are covered by permissions requirements
from the China
         Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
         or any other governmental agency and state affirmatively whether you
have received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
4.       Provide a clear description of how cash is transferred through your
organization. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors.
Manner of conducting redemptions, page 25

5.       We note that if you seek shareholder approval of your business
combination, each public
         shareholder may elect to redeem their public shares irrespective of
whether they vote for
         or against the proposed transaction. Please revise to disclose whether
public shareholders
         also may elect to redeem their public shares if they abstain from
voting.
Risk Factors
Risks Relating to our Search for, and Consummation of or Inability to
Consummate, a Business
Combination
If our initial business combination involves a company..., page 38

6.       We note your risk factor disclosure regarding the excise tax included
in the Inflation
         Reduction Act of 2022 and that the excise tax is imposed on the
repurchasing corporation
         itself, not the shareholders from which stock is repurchased. Please
clarify whether the
         proceeds and interest held in the trust account could be subject to
the excise tax and any
         related risk that the excise tax could reduce the trust account funds
available to pay
         redemptions or that are available to the combined company following a
de-SPAC. We
 Anna Zhou
Chenghe Acquisition II Co.
May 1, 2024
Page 3
      note that the permitted withdrawals from the trust account appears to
include amounts
      withdrawn to pay your taxes.
Risks Relating to our Search for, and Consummation of or Inability to
Consummate, a Business
Combination
If we are deemed to be an investment company under the Investment Company Act .
.. ., page 45

7.    Please expand your disclosure to include the risk to investors of the
loss of investment
      opportunity in a target company and any price appreciation in the
combined company if
      you are required to wind down your operations as a result of being deemed
to be an
      investment company. Additionally, please confirm that if your facts and
circumstances
      change over time, you will update your disclosure to reflect how those
changes impact the
      risk that you may be considered to be operating as an unregistered
investment company.
General

8.    Please include a separate section on enforcement of liabilities
addressing the enforcement
      risks related to civil liabilities due to your sponsor and most of your
officers and directors
      having ties to, and/or being located in, China and/or Hong Kong. For
example, revise to
      discuss more specifically the limitations on investors being able to
effect service
      of process and enforce civil liabilities in China and/or Hong Kong, lack
of reciprocity and
      treaties, and cost and time constraints. Also, please disclose these
risks in the business
      section, which should contain disclosures consistent with the separate
section.
      Additionally, please identify each officer and director located in China
or Hong Kong
      and disclose that it will be more difficult to enforce liabilities and
enforce judgments on
      those individuals.
       Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Ruairi Regan at 202-551-3269 with any
other
questions.



                                                             Sincerely,
FirstName LastNameAnna Zhou
                                                             Division of
Corporation Finance
Comapany NameChenghe Acquisition II Co.
                                                             Office of Real
Estate & Construction
May 1, 2024 Page 3
cc:       Sabrina He, Esq.
FirstName LastName