F-1: Polibeli Group Completes SPAC Merger, Faces Going Concern

Sentiment:

Registration Statement 25 September 2025 12:37 PM

Polibeli Group Ltd, a digital supply chain services provider, has completed its business combination with Chenghe Acquisition II Co. and listed on Nasdaq, but faces significant financial challenges including net losses and a going concern warning.

Capital raiseThe registration statement covers the issuance of up to 4,467,494 Class A Ordinary Shares upon the exercise of Warrants, which could generate up to approximately $51,376,181 in proceeds if exercised for cash.The company may seek additional equity or debt financing in the future to fund growth, enhance its platform, respond to competitive pressures, or make acquisitions/investments.A financial support letter from related party Xinyun Trading provides a line of credit up to US$29.12 million (RMB208 million) with an extended maturity of at least 42 months from June 3, 2024.The company has entered into two loan agreements with Xinyun Trading for up to US$2.00 million each (dated December 10, 2024, and January 6, 2025), with approximately US$3.87 million outstanding as of the prospectus date.Polibeli HK, a subsidiary, entered into a loan agreement with Xinyun Logistics for up to US$2.00 million (dated October 30, 2024), with an unutilized amount of US$1,344,319 as of the financial statements issuance date.

Worse than expectedNet losses increased from US$6.73 million in 2023 to US$10.98 million in 2024.Net cash used in operating activities increased from US$4.71 million in 2023 to US$5.55 million in 2024.Gross profit margin for the core global goods trading business decreased from 3.0% in 2023 to 2.3% in 2024.The company has an accumulated deficit of US$26.96 million as of December 31, 2024.The auditors issued a 'going concern' explanatory paragraph due to the company's financial performance and liquidity concerns.The current market price of Class A Ordinary Shares (US$8.50) is below the warrant exercise price (US$11.50), making it unlikely that warrants will be exercised for cash, thus limiting a potential source of capital.

Summary

Polibeli Group Ltd, a digital supply chain services and distribution sales provider, completed its business combination with Chenghe Acquisition II Co. on August 7, 2025.
The company's Class A Ordinary Shares commenced trading on The Nasdaq Global Market under the symbol PLBL on August 8, 2025.
Polibeli operates primarily in Japan and Indonesia, offering end-to-end solutions including products procurement, channel distribution, logistics, brand operations, and digital marketing services to SME retailers.
Revenues increased by 32.7% from US$22.79 million in 2023 to US$30.23 million in 2024.
The company incurred net losses of US$6.73 million in 2023 and US$10.98 million in 2024.
Net cash used in operating activities increased from US$4.71 million in 2023 to US$5.55 million in 2024.
As of December 31, 2024, the company had an accumulated deficit of US$26.96 million.
Auditors have raised substantial doubt about the company's ability to continue as a going concern due to historical adverse financial performance and expected future losses.
The company identified two material weaknesses in its internal control over financial reporting as of December 31, 2024: insufficient financial reporting personnel with U.S. GAAP/SEC knowledge and lack of a formal risk assessment process/internal control framework.
The Class A Ordinary Shares closing price on September 24, 2025, was US$8.50, which is below the warrant exercise price of US$11.50, making warrant exercise unlikely and limiting potential cash proceeds from warrants.
Xingyun International Company Limited, the controlling shareholder, beneficially owns 99.19% of the company's combined voting power.

Sentiment

Score: 3

Explanation: While the company shows revenue growth and strategic expansion plans, significant net losses, negative operating cash flow, a substantial accumulated deficit, and a 'going concern' warning from auditors indicate considerable financial challenges. The reliance on related-party financing and the low gross margin in its core business are also concerns. The potential for warrant exercise to raise capital is limited by the current share price being below the exercise price.

Positives

Revenue grew by 32.7% from US$22.79 million in 2023 to US$30.23 million in 2024.
Sales in the Indonesian market significantly increased by 210.1% (US$7.48 million) in 2024 due to focused marketing investments.
Revenue from other supporting services increased by 30.0% from 2023 to 2024, with an improved gross profit margin from 40.9% to 41.6%.
Secured substantial financial support from related party Xinyun Trading, including a line of credit up to US$29.12 million (RMB208 million) with an extended maturity of at least 42 months from June 3, 2024.
Management's mitigation plan for liquidity, backed by contractual obligations from a related party, is deemed probable to be effectively implemented.
Successfully localized supply chain services in Indonesia through the Polibeli App and Polisales App.
Maintains a strong corporate culture emphasizing customer orientation, innovation, growth, communication, commitment, and integrity.
Possesses an experienced management team with an average of a decade in the digital supply chain services industry.
Generated a gain of US$227,797 from the disposal of a building in Japan in 2024, with the transaction closing in March 2025.

Negatives

Incurred increased net losses of US$6.73 million in 2023 and US$10.98 million in 2024.
Net cash used in operating activities worsened, increasing from US$4.71 million in 2023 to US$5.55 million in 2024.
Reported a substantial accumulated deficit of US$26.96 million as of December 31, 2024.
Gross profit margin for global goods trading decreased from 3.0% in 2023 to 2.3% in 2024, attributed to lower-margin customer orders in some markets and a market expansion strategy in Indonesia.
Selling and marketing expenses increased by 23.0% to US$4.02 million in 2024.
General and administrative expenses significantly increased by 64.6% to US$6.71 million in 2024, partly due to merger-related professional service fees.
Financial expenses, net, surged by 215.8% to US$1.85 million in 2024, driven by increased interest on related-party borrowings and foreign exchange losses.
Auditors expressed substantial doubt about the company's ability to continue as a going concern.
Identified two material weaknesses in internal control over financial reporting as of December 31, 2024, related to U.S. GAAP/SEC reporting expertise and formal risk assessment.
The current market price of Class A Ordinary Shares (US$8.50) is below the warrant exercise price (US$11.50), making cash exercise of warrants unlikely and limiting potential capital infusion.
Xingyun International Company Limited controls 99.19% of the voting power, which could limit minority shareholder influence and potentially expose the company to uncertainties from PRC government actions due to the controlling shareholder's related entities.

Risks

Inability to attract and retain customers could materially and adversely affect business, results of operations, and financial condition.
Expansion into new product categories and services may expose the company to new challenges and risks, including lack of familiarity, inventory buildup, and lower profit margins.
Failure to effectively expand marketing and sales capabilities could harm the ability to achieve broader market acceptance of the Polibeli Platform.
The company has incurred, and may continue to incur, net losses, with no assurance of future profitability.
Uncertainties relating to the growth and profitability of the evolving and dynamic supply chain services industry in emerging markets could adversely affect business.
Inability to manage business growth or execute strategies effectively could materially and adversely affect business and prospects.
Forecasts and projections of operating and financial results rely on management's assumptions, which may prove incorrect.
The company may need to raise additional funds to pursue its growth strategy, and may be unable to raise capital when needed or on acceptable terms.
Long-term success depends on the ability to operate internationally, making it susceptible to risks associated with cross-border sales and international operations, including compliance with local laws and regulations.
Failure to develop or acquire new digital solutions or enhance its existing platform to meet evolving customer needs could adversely affect business.
Reliance on third-party service providers (logistics, payment processors) exposes the company to risks of disruptions, increased costs, and adverse effects on reputation.
Dependence on executive officers and other key employees for continued growth, with potential disruption from changes in management.
Inability to hire, retain, and motivate qualified personnel, especially those with technical and engineering skills, will be critical to future success.
Failure to maintain corporate culture as the company grows could lead to loss of innovation, creativity, and teamwork.
Inability to compete successfully against current and future competitors could reduce revenue or gross profit margin.
Failure to manage inventory effectively may lead to obsolete inventory, value decline, write-downs, or shortages.
Payment transactions through the Polibeli Platform are subject to regulatory requirements, additional fees, and other risks.
Failure to develop and maintain its brand could materially and adversely affect business and results of operations.
Any negative publicity with respect to Polibeli and its partners, or the industry, may seriously harm reputation and results of operations.
Unfavorable conditions in the industry and global economy, including effects on spending by SMEs, could limit business growth.
Products imported from foreign markets may cease to be available due to changes in trade policy, government regulations, geopolitical tensions (e.g., US-China tariffs), or other uncontrollable events.
Pricing decisions may adversely affect financial performance and the ability to attract new suppliers and customers.
Business and results of operations are subject to seasonal fluctuations and unexpected interruptions.
Failure to renew current leases or locate desirable alternatives for facilities could materially and adversely affect business.
Any disruption to IT systems and technology infrastructure or inability to maintain/upgrade them could disrupt operations, cause unanticipated increases in costs and decreases in revenues.
Complex and innovative technologies used for digital solutions require more time to prove reliability and effectiveness.
Compromise of personally identifiable information of customers could harm reputation and expose the company to liability, including GDPR compliance risks.
Failure to adequately maintain, protect, or enforce intellectual property rights could impair competitive position and lead to costly litigation.
Incurrence of substantial costs to defend against intellectual property infringement claims brought by others.
Use of open source software may pose particular risks to proprietary software, including potential lawsuits or requirements to release source code.
Interruptions or delays in services provided by third-party data centers or internet service providers could impair the Polibeli Platform.
Dependence on customers' continued and unimpeded access to the internet and willingness to use it for commerce.
Failure to maintain an effective system of internal control over financial reporting could impair the ability to produce accurate financial statements timely or comply with applicable regulations.
The current risk management system may not be able to exhaustively assess or mitigate all risks to which the company is exposed.
The company faces risks related to acts of war, terrorist attacks, political unrest, natural disasters, health epidemics, and other uncontrollable events.
The company may be subject to litigation for a variety of claims, which could harm its reputation and adversely affect its business.
Limited insurance coverage could expose the company to significant costs and business disruptions.
Exchange rate fluctuations may negatively affect results of operations.
The price of the company's securities may be volatile and an active market may not develop, adversely affecting liquidity and price.
Future sales of the company's securities in the public market, or the perception that these sales might occur, could cause the market price to decline significantly.
If the company does not meet the expectations of equity research analysts, the price of its securities could decline.
Issuance of additional share capital in connection with financings, acquisitions, investments, or an equity incentive plan will dilute all other shareholders.
No definite timetable for dividend payments, making return on investment dependent on appreciation in share price.
The Company Shareholder controls a significant percentage of the company's voting power (99.19%) and can exert significant control over the business direction.
Requirements of being a public company may strain resources, divert management attention, and affect the ability to attract and retain qualified board members.
As a controlled company and foreign private issuer, shareholders may not have certain corporate governance protections available to stockholders of companies that are not controlled companies.
Loss of foreign private issuer status in the future could result in significant additional costs and expenses.
Difficulties in protecting interests and limited ability to protect rights through U.S. courts due to incorporation in the Cayman Islands and majority operations/management residing outside the U.S.
Warrants are exercisable for Class A Ordinary Shares, which would increase the number of shares eligible for resale and result in dilution to shareholders.
The company may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
The company may amend the terms of the Warrants in a manner that may be adverse to Warrant Holders with the approval by the holders of at least 50% of the then outstanding Warrants.
The company does not intend to make any determinations on whether it or its subsidiaries are Controlled Foreign Corporations (CFCs) for U.S. federal income tax purposes, potentially leading to adverse U.S. federal income tax consequences for U.S. Holders.
If the company or any of its subsidiaries is characterized as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, U.S. Holders may suffer adverse U.S. federal income tax consequences.

Future Outlook

Polibeli expects rapid growth through expanding its customer base and retention in existing markets, seeking international business expansion opportunities (especially in Southeast Asia), further developing digital technologies to enhance the supply chain, diversifying product offerings, strengthening supplier cooperations, and pursuing organic growth via strategic alliances, investments, and acquisitions. Management believes its mitigation plan for liquidity, including related party funding, will be effectively implemented to support these growth initiatives.

Management Comments

Our vision is to establish the most valuable digital supply chain services platform, and our mission is to make the purchasing experience simpler and at more affordable costs.
We expect rapid growth as we continue to expand our business operations.
We believe the key factors affecting our financial condition and results of operations include... Continued Growth in Cross-Border Goods Trading, Our Ability to Retain Existing Customers and Acquisition of New Customers, Our Ability to Manage Our Product Offerings and Maintain Relationships with Suppliers, Successful Expansion in New Geographic Regions, Our Ability to Manage Operating Expenses.
We believe that the foresights of our management team, combined with their industry leadership and strong execution capabilities, have been key drivers for our business success in different countries where we have business operations in and position us for continued growth.
We have evaluated and determined that it is probable the managements mitigation plan related to funding support from a related party would be effectively implemented, as the promise is bound by a contractual obligation stipulated in the executed agreements we have entered with this related party.
We believe that our current facilities are adequate and suitable for our current business needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms to accommodate any expansion of our operations.
We consider our insurance coverage to be in line with the industry practice as well as the customary practice in Japan, Indonesia and other main jurisdictions where we conduct business.

Industry Context

The company operates in the rapidly evolving digital supply chain services industry, driven by technological advancements and changing customer preferences. In Indonesia, the market is in an early stage but poised for rapid growth due to a large, urbanizing population and increasing internet usage, creating demand for diversified, cost-effective products from SMEs. Japan's mature market also seeks diverse international products. Global trends like favorable policies promoting SME digitalization (e.g., EU's Digital Compass 2030), foreign trade stimuli (e.g., RCEP), and mature technologies (big data, AI, IoT, blockchain) are key drivers for market expansion and efficiency. The diversification of retail channels further necessitates integrated digital supply chain solutions to consolidate resources and meet fragmented procurement volumes.

Comparison to Industry Standards

The gross profit margin for the core global goods trading business (2.3% in 2024) is notably low, suggesting intense competition or a high-volume, low-margin strategy, which may be below typical profitability benchmarks for more diversified or value-added supply chain services.
The company's significant net losses and negative operating cash flow, coupled with a 'going concern' warning, indicate a financial profile that is below the stability and profitability standards of established industry leaders.
Reliance on substantial related-party financing for liquidity, while a mitigating factor for going concern, is a less independent financing structure compared to companies with robust access to diverse capital markets.
As a 'controlled company' and 'foreign private issuer,' the company's corporate governance practices, such as potentially not having a majority of independent directors or fully independent committees, may offer less protection to public shareholders compared to U.S. domestic companies adhering to stricter Nasdaq Listing Rules.
The identified material weaknesses in internal control over financial reporting, particularly regarding U.S. GAAP/SEC expertise and formal risk assessment, highlight a gap in financial reporting infrastructure that is typically expected of publicly traded companies, especially those transitioning from private status.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director and Chairman	NA	Fucheng Yan	March 2024	Appointment following company incorporation and reorganization.
Chief Executive Officer	NA	Hua Chen	June 2024	Appointment following company incorporation and reorganization.
Chief Financial Officer	NA	Zhitian Zhang	September 2025	Appointment.
Administration Director of Indonesian Business	NA	Jesslyn Andina Olivia	March 2023	Appointment.
Independent Director	NA	Cong Cheng	August 2025	Appointment following Business Combination.
Independent Director	NA	Assr Marc	August 2025	Appointment following Business Combination.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Status as Emerging Growth Company	The company qualifies as an emerging growth company under the JOBS Act, allowing it to take advantage of reduced reporting and disclosure requirements, including exemptions from auditor attestation requirements of Section 404 of Sarbanes-Oxley Act and reduced executive compensation disclosures.	NA	Reduces compliance burden and costs, but may make shares less attractive to some investors due to less comprehensive disclosures.
Status as Foreign Private Issuer	The company qualifies as a foreign private issuer, permitting it to follow Cayman Islands corporate governance practices in lieu of certain Nasdaq standards, such as not requiring a majority of independent directors or fully independent compensation/nominating committees.	NA	Allows adherence to home country practices, potentially reducing governance costs, but may afford shareholders less protection compared to U.S. domestic companies.
Status as Controlled Company	Xingyun International Company Limited beneficially owns 99.19% of the combined voting power, making Polibeli a controlled company under Nasdaq Listing Rules. This allows it to elect not to comply with certain corporate governance standards, including independent director majority and fully independent committees.	NA	Provides significant control to the majority shareholder and may result in less independent board oversight, potentially reducing protections for minority shareholders.
Board Composition	The Board consists of three directors, with two qualifying as independent directors under Nasdaq Listing Rules and SEC rules.	August 2025	Meets minimum independence requirements for a foreign private issuer, but not the majority independent director requirement for U.S. domestic companies.
Audit Committee Composition	The audit committee is composed of two independent directors (Cong Cheng and Assr Marc), with Cong Cheng as chairperson. The company relies on the foreign private issuer exemption from the Nasdaq rule requiring three members.	August 2025	Complies with foreign private issuer exemptions but may have less robust oversight compared to a fully compliant U.S. domestic company audit committee.
Nominating and Corporate Governance Committee	The nominating and corporate governance committee is composed of two independent directors (Cong Cheng and Assr Marc), with Assr Marc as chairperson.	August 2025	Established to assess board performance and recommend directors, but may not be fully independent if the company relies on controlled company exemptions.
Compensation Committee	The compensation committee is composed of two independent directors (Cong Cheng and Assr Marc), with Cong Cheng as chairperson.	August 2025	Responsible for reviewing and recommending compensation policies, but may not be fully independent if the company relies on controlled company exemptions.
Code of Business Conduct and Ethics	Adopted a Code of Business Conduct and Ethics applicable to all employees, officers, and directors.	NA	Establishes ethical guidelines and standards of conduct for company personnel.
Oversight of Cybersecurity Risks	The Board actively monitors cybersecurity risks, including data protection, and receives regular reports from management on material cybersecurity risks.	NA	Indicates a commitment to managing cybersecurity threats, with a clear division of responsibility between the Board and management.

Legal Proceedings

As of the date of this prospectus, there are no claims or actions pending or threatened against the company that, in management's opinion, are likely to have a material adverse effect on its business, financial condition, cash flow, or results of operations.

Related Party Transactions

Purchased goods from Yun Yuan (HK) Trading Co., Ltd for US$2.87 million in 2023 and US$0.85 million in 2024.
Procured operation and support services through Yun Yuan (HK) Trading Co., Ltd for US$1.37 million in 2023 and US$1.62 million in 2024.
Sold goods to Yun Yuan (HK) Trading Co., Ltd for US$0.23 million in 2024 (nil in 2023).
Amount due to Yun Yuan (HK) Trading Co., Ltd (non-current) was US$14.97 million in 2023 and US$13.90 million in 2024.
Repaid US$0.85 million in 2023 and US$1.1 million in 2024 for loans from Yun Yuan (HK) Trading Co., Ltd.
Purchased goods from Shenzhen Yunhua Holdings Co., Ltd for US$1.48 million in 2023 and US$5.21 million in 2024.
Amount due to Shenzhen Yunhua Holdings Co., Ltd (current) was US$1.12 million in 2023 and US$4.31 million in 2024.
Sold goods to Hong Kong Xinyun Logistics Trading Ltd for US$1.91 million in 2023 and US$0.05 million in 2024.
Amount due to Hong Kong Xinyun Logistics Trading Ltd (non-current) was US$6.07 million in 2023 and US$9.79 million in 2024.
Repaid US$1.07 million in 2024 for loans from Hong Kong Xinyun Logistics Trading Ltd (nil in 2023).
Amount due to Zhejiang Yunmao Technology Co., Ltd (non-current) was US$1.78 million in both 2023 and 2024.
Advanced an interest-free loan of approximately US$0.16 million to PT Tunas Sukses Nusantara (an entity under significant management influence) on July 20, 2023, which has been fully repaid.
Received loans from Hong Kong Xinyun Trading Limited totaling US$7.14 million in 2024 (nil in 2023).
Amount due to Hong Kong Xinyun Trading Limited (non-current) was US$7.18 million in 2024 (nil in 2023).
Received loans from Hong Kong Xinyun Logistics Trading Ltd totaling US$5.18 million in 2024 (nil in 2023).
Received loans from Yun Yuan (HK) Trading Co., Ltd totaling US$1.35 million in 2023 (nil in 2024).
Received capital injections from Yun Yuan (HK) Trading Co., Ltd for US$2.37 million in 2023 (nil in 2024).
Amount due to Xingyun International Company Limited (current) was US$2.12 million in 2024, primarily for professional service fees related to the Business Combination.

Stakeholder Impact

Shareholders face potential dilution from the exercise of warrants and may have reduced corporate governance protections due to the company's foreign private issuer and controlled company status.
Employees are impacted by the company's growth strategies, which include team expansion, and benefit from a corporate culture that fosters creativity and local innovation, along with statutory employee benefits.
Customers, primarily SME retailers, benefit from enhanced procurement experiences through digital tools, diversified product offerings, and efficient logistics, but face risks from potential service disruptions or product quality issues.
Suppliers and brand owners gain market opportunities and distribution channels through Polibeli's platform, but are exposed to risks related to changes in trade policy and product availability.
Creditors face concerns regarding the company's 'going concern' status and accumulated deficits, although related-party financial support acts as a mitigating factor for liquidity.

Next Steps

Recruit staff with U.S. GAAP and SEC reporting knowledge and provide ongoing training for financial reporting and accounting personnel.
Establish a system of internal control framework with formal documentation of policies, appoint independent directors, and establish an audit committee to strengthen corporate governance.
Develop a group-wide risk assessment process for early detection, prevention, and resolution of internal control risks.
Strengthen supervision and controls on IT functions, including enhancing IT security policies, logical security, data backup, and cybersecurity training.
Continue efforts to improve operating efficiency, standardize operations to reduce discretionary spending, and enhance cost controls.
Expand customer base and increase customer retention rates in existing markets.
Seek opportunities for international business expansion, particularly in Southeast Asia and other emerging markets.
Further develop digital technologies and enhance IT infrastructure to support the supply chain industry and integrate digital tools and data analytics.
Continuously expand product offerings and enrich the overall product portfolio in different categories.
Strengthen business relationships with suppliers to secure strong supply chain capabilities.
Pursue strategic alliances, investments, and acquisitions to solidify market leadership position and build a comprehensive digital supply chain services platform.
Comply with Nasdaq corporate governance standards if the company ceases to be a controlled company.
Determine PFIC status for each taxable year and make such determinations available to U.S. Holders.

Key Dates

Date	Description
2016-05-13	Kouun Syoji Co., Ltd (Cloud Japan) incorporated in Japan.
2019-12-31	Cloud Japan entered into Loan Agreement 1 with Xinyun Logistics.
2020-02-27	Tianxingyun International Trade Pte. Ltd. (Singapore International) incorporated in Singapore.
2021-05-17	Tian Xing Cloud (Singapore) Supply Chain Pte. Ltd (Cloud Singapore) and PT Tian Xing Cloud Supply Chain Indonesia (PT Cloud) incorporated.
2021-05-31	Group entered into a loan agreement with Japan Finance Corporation.
2021-06-18	Group entered into a loan agreement with Sumitomo Mitsui Banking Corporation.
2021-08-30	Tian Xing Cloud (France) Supply Chain (Cloud France) incorporated in France.
2021-09-07	Tian Xing Cloud Supply Chain Korea Ltd (Cloud Korea) incorporated in Korea.
2021-09-20	Tianxing Cloud (Italy) Supply Chain Srl (Cloud Italy) incorporated in Italy.
2021-11-16	Biltech Ltd (Japan Biltech) incorporated in Japan.
2021-12-31	Cloud Italy, Cloud France, Cloud America, Japan Biltech, Cloud Korea, Cloud Singapore and Singapore International entered into Loan Agreements 1 with Yun Yuan HK.
2022-06-29	PT Ezmart Electronic Commerce Indonesia (PT Ezmart) incorporated in Indonesia.
2022-11-29	PT Xingyunindo Jaya Niaga (PT XY JAYA) incorporated in Indonesia.
2023-03-01	Jesslyn Andina Olivia became Administration Director of Polibeli's Indonesian business.
2023-04-05	PT Innovative Cloud Indonesia (PT Innovative) incorporated in Indonesia.
2023-07-20	PT Ezmart advanced an interest-free loan of approximately US$0.16 million to PT Tunas Sukses Nusantara.
2023-08-30	Group entered into a loan agreement with Shinhan Bank Japan.
2023-09-01	Cloud Singapore acquired 100% equity interests of Cloud Korea from Yun Yuan HK.
2023-11-01	Cloud Singapore acquired 100% equity interests of Cloud America and Cloud Italy from Yun Yuan HK.
2023-12-01	Cloud Singapore acquired 100% equity interests of Cloud France from Yun Yuan HK.
2023-12-31	Fiscal year end for financial statements.
2023-12-31	Cloud Italy, Cloud America, Cloud Japan, Cloud Korea, Singapore International, and PT Cloud entered into Loan Agreements 2 with Yun Yuan HK.
2023-12-31	PT Cloud entered into a loan agreement with Zhejiang Yunmao Technology Co., Ltd.
2024-01-15	Chenghe Acquisition II Co. (SPAC) incorporated.
2024-02-01	Cloud Singapore acquired 100% equity interests of Singapore International from Xinyun Trading.
2024-02-29	Chenghe entered into a promissory note with the Sponsor for up to $300,000.
2024-03-04	Chenghe's Sponsor paid $25,000 for 2,875,000 Class B ordinary shares (Founder Shares).
2024-03-11	Sponsor transferred 90,000 Founder Shares to Chenghe's independent directors and advisory board member.
2024-03-12	Polibeli Group Ltd incorporated in the Cayman Islands.
2024-03-01	Cloud Singapore acquired 99% equity interests of PT Ezmart and PT Cloud from Yun Yuan HK.
2024-03-01	Cloud Singapore acquired 100% equity interests of Cloud Japan from Xinyun Logistics.
2024-04-01	Cloud Singapore obtained a line of credit from Xinyun Trading for US$30.00 million (later amended to US$5.33 million on September 26, 2024).
2024-04-01	Cloud Singapore acquired 100% equity interests of Japan Biltech from Yun Yuan HK.
2024-05-01	PT Cloud entered into Loan Agreement 3 with Xinyun Logistics for US$1.00 million.
2024-05-17	PT Cloud made the drawdown of the entire amount under Loan Agreement 3 with Xinyun Logistics.
2024-05-27	Equity interest of Cloud Singapore transferred from Xinyun Trading to Polibeli, completing the Reorganization.
2024-06-03	Original Financial Support Letter entered with Xinyun Trading.
2024-06-06	Chenghe's registration statement for Initial Public Offering declared effective.
2024-06-07	Chenghe entered into an administrative support agreement with the Sponsor.
2024-06-10	Chenghe consummated Initial Public Offering of 8,625,000 units at $10.00 per unit, generating gross proceeds of $86,250,000. Also consummated sale of 310,000 Private Placement Units at $10.00 per unit. $86,250,000 placed in Trust Account.
2024-06-20	Polibeli Trading (Hong Kong) Limited (Polibeli HK) established.
2024-07-26	Chenghe announced that holders of Units may elect to separately trade Public Shares and Public Warrants commencing on July 29, 2024.
2024-07-29	Public Shares and Public Warrants included in Units began trading separately.
2024-08-07	PT Cloud entered into Loan Agreement 4 with Xinyun Logistics for up to US$2.00 million.
2024-08-28	Chenghe entered into an M&A Advisor Agreement with Revere Securities, LLC.
2024-09-16	Business Combination Agreement entered into by Polibeli, Merger Sub, and Chenghe. Sponsor Support Agreement and Company Shareholder Support Agreement also entered.
2024-09-26	Principal amount of line of credit from Xinyun Trading to Cloud Singapore amended to US$5.33 million.
2024-10-01	Group sold the building of Japan Biltech for US$1,781,754 (JPY280,000,000).
2024-10-30	Polibeli HK entered into Loan Agreement 5 with Xinyun Logistics for up to US$2.00 million.
2024-12-10	Company entered into a loan agreement with Xinyun Trading for up to US$2.00 million.
2024-12-23	Cloud Japan entered into a real estate sales agreement for a building for US$2,382,919 (JPY375,000,000).
2024-12-31	Fiscal year end for financial statements.
2025-01-06	Company entered into a second loan agreement with Xinyun Trading for up to US$2.00 million.
2025-04-10	Supplemental Financial Support Letter entered with Xinyun Trading, extending maturity and increasing financial support.
2025-04-25	Issuance date of consolidated financial statements for years ended December 31, 2023 and 2024.
2025-05-23	Chenghe held an extraordinary general meeting of shareholders to approve the Business Combination Agreement and Plan of Merger.
2025-05-28	Prepaid Share Forward Agreement entered into with Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, and Harraden Circle Strategic Investments, LP.
2025-06-30	Unaudited condensed balance sheet date for Chenghe.
2025-08-07	Closing Date of the Business Combination; Merger Effective Time. Warrants issued. Lock-Up Agreement and Registration Rights Agreement entered. A&R Warrant Agreement entered. Company paid $31,728,703 to Seller under Prepaid Share Forward Agreement. Company paid $1,250,000 to Revere Securities, LLC.
2025-08-08	Class A Ordinary Shares commenced trading on The Nasdaq Global Market under the symbol PLBL.
2025-09-25	Filing date of the registration statement.
2025-09-25	Zhitian Zhang became Chief Financial Officer of the Company.
2026-12-15	Effective date for ASU 2024-03 (public business entities, annual reporting periods).

Recommendation

sell

The company exhibits significant financial distress, including substantial net losses, negative operating cash flow, and an accumulated deficit, leading to a 'going concern' warning from auditors. While revenue growth is present, the core global goods trading business has a low and declining gross profit margin. The reliance on related-party financing, material weaknesses in internal controls, and the current share price being below the warrant exercise price (limiting potential capital infusion) all point to considerable risks. The lack of full U.S. corporate governance standards due to foreign private issuer and controlled company status further reduces investor protection. These factors suggest a high-risk investment with significant downside potential.

Keywords

Digital Supply Chain, E-commerce, Distribution Sales, SME Retailers, Cross-border Trade, Indonesia Market, Japan Market, SEC Filing, F-1 Registration, Warrants, Nasdaq Listing, Going Concern, Financial Performance, Corporate Governance, Risk Management, Technology Platform, International Operations, Related Party Transactions, Emerging Growth Company, Foreign Private Issuer, Controlled Company

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