December 13, 2024

Hua Chen
Chief Executive Officer
Polibeli Group Ltd
Polibeli, Lt 49th Sahid Sudirman Centre
Jl. Jenderal Sudirman No. Kav. 13-15 Lt 49
RT.10/RW.11, Karet Tengsin, Kecamatan Tanah Abang
Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta
Republic of Indonesia

Yixuan Yuan
Chief Executive Officer
Chenghe Acquisition II Co.
38 Beach Road #29-11
South Beach Tower
Singapore

       Re: Polibeli Group Ltd
           Chenghe Acquisition II Co.
           Amendment No. 1 to Draft Registration Statement on Form F-4
           Submitted November 13, 2024
           CIK No. 0002035697
Dear Hua Chen and Yixuan Yuan:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

       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. Unless we note otherwise, any references to prior comments are to
comments in
our October 25, 2024 letter.
 December 13, 2024
Page 2

Draft Registration Statement on Form F-4 submitted November 13, 2024
Potential Sources of Dilution, page 11

1.     Please tell us how you determined the reasonably likely range of
redemption
       outcomes and your consideration of disclosing an additional potential
outcome in your
       range of potential redemptions. Refer to Item 1604(c) of Regulation S-K.
2.     We noted your revised disclosure in response to prior comment 43. Please
revise to
       show, in this table on a line-by-line basis at each redemption scenario:

           the net tangible book value as of the most recent balance sheet date
that you are
       using as the starting point for your calculation of adjusted net
tangible book value;

           each adjustment to such figure that you are making to arrive at
adjusted net tangible
       book value;

           each adjustment to the number of shares used as the denominator when
calculating
       adjusted net tangible book value per share. Each redemption level should
only show a
       single adjusted net tangible book value per share, calculated as if the
selected
       redemption level has occurred and to give effect to material probable or
consummated
       transactions and other material effects of the deSPAC transaction, while
excluding the
       de-SPAC transaction itself.
3.     Please tell us and disclose why it is appropriate to present the
issuances of shares for
       the private warrants as sources of dilution in your calculation of net
tangible book
       value per share. Additionally, please enhance your disclosure outside
the table to
       describe each material potential source of future dilution that does not
rise to the level
       of a    material probable or consummated transaction    and thus is not
included in the
       dilution table. Refer of Item 1604(c) of Regulation S-K.
An active trading market for Company Ordinary Shares may not develop..., page
54

4.     We note your response and revised risk factor in response to comment 13.
However,
       we could not find where you revised your related disclosures throughout
the
       prospectus to discuss the specific challenges associated with your
continued listing,
       including the fact that the Company has a sole shareholder and a
significant number of
       shares subject to a lock-up arrangement making it less likely that the
combined
       company will satisfy listing standards. Please revise or advise
accordingly.
Pro Forma Capitalization, page 73

5.     We note your response to comment 15. Revise to include your response in
the
       prospectus or if you believe you have included it, please direct us to
the disclosure.
       Specifically, revise to state that the pre-money enterprise value was
arrived at through
       a "comprehensive analysis of projected revenues and relevant market
benchmarks,
       based on the Enterprise Value-to-Revenue (EV/Revenue) multiple by
referencing to
       the EV/Revenue multiple of public comparable, including PDD Holdings and
Shopify
       Inc., as well as the estimated revenues of the Company in the upcoming
years."
       Revise to disclose the underlying analysis in support of this valuation.
If the financial
 December 13, 2024
Page 3

       information included under "Certain Prospective Operational and
Financial
       Information" was relied upon in this analysis, explain how it translates
into the
       disclosed pre-money enterprise value.
SPAC Board's Reasons for the Approval of the Business Combination and
Recommendations, page 79

6.     We note your response to comment 23. You state that you have provided
revisions on
       pages xii, 81, 99 and 211, however, it appears that you provided the
revision solely on
       page 81. Please revise your disclosure to provided the revisions on the
pages in
       accordance with your response. In addition, in your future written
responses please
       ensure that the page numbers referred to in your written response
correspond to the
       pages where the revisions have been made in your filing.
Opinion of EntrepreneurShares LLC, page 80

7.     We note your revised disclosure in response to comment 26. Please
augment your
       disclosure to explain why the implied valuation of $4.0 billion to $5.6
billion was
       discounted using a period factor of 2.40 and discount rate of 20%. Also
define the
       term WACC.
Polibeli Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 190

8.     We note you discuss an increase in other revenue for the six months
ended June 30,
       2024 compared to June 30, 2023 when it appears the revenue has
decreased. In
       addition, your discussion of year over year changes in other revenue on
page 192 does
       not agree with amounts stated in the table of revenues at the top of
page 192. Please
       clarify or revise.
Balance Sheet, page F-3

9.     We have reviewed your response to comment 37 noting you have revised
your
       disclosure. It appears the disclosure of 1,000,000 issued and
outstanding ordinary
       shares in your balance sheet is inconsistent with your disclosure of
500,000,000 issued
       and outstanding ordinary shares in the statements of changes in
shareholders'
       deficit. Please clarify or revise.
(y) Segment reporting, page F-18

10.    We have reviewed your response to comment 40 noting you have concluded
that the
       entity-wide products-related disclosures under ASC 250-10-50-40 are not
necessary
       since the products provided are essentially similar. Please tell us how
you considered
       the economic characteristics of each of the products you offer when
determining if
       they are similar as it appears from your disclosure in Management's
Discussion and
       Analysis of Financial Condition and Results of Operations that certain
products such
       as electronic products, household appliances and toys may have different
gross
       margins.
 December 13, 2024
Page 4
Signatures, page II-5

11.    We note your response to comment 41 but we cannot locate your revisions
to page II-
       5. Please revise to ensure that your principal accounting officer or
controller also signs
       the registration statement, consistent with Form F-4.

       Please contact Tony Watson at 202-551-3318 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at
202-551-3264
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services