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Chenghe Acquisition III Co.

CHEC
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Business Summary

Chenghe Acquisition III Co. is a blank check company, incorporated in the Cayman Islands on June 4, 2024, with the sole business purpose of effecting a business combination with one or more businesses or entities . The company has not yet selected any specific business combination target and has not engaged in substantive discussions with any potential targets . The company's co-sponsors are affiliated with Chenghe Group Ltd., an investment holding company with an advisory practice and a repeat SPAC sponsor . The company intends to capitalize on its team's experience to identify and acquire growing companies in Asian markets or global businesses with a presence or focus in Asia, demonstrating strong potential for expansion and value creation . The company's management team has extensive experience and deep networks globally and within the Asia-Pacific region, positioning it to source and evaluate promising investment opportunities .

The core business model of Chenghe Acquisition III Co. is to identify and acquire a target business, subsequently operating the post-transaction business for the long term . The company generates non-operating income in the form of interest income on cash held in its Trust Account . It incurs expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses . The company's primary customer segments are not explicitly defined as it is a blank check company seeking an acquisition target.

The company's strategy focuses on acquiring businesses in Asian markets or global businesses with an Asian presence, particularly those driven by consumer and e-commerce verticals . The e-commerce market in the Asia-Pacific region is projected to grow at a Compound Annual Growth Rate (CAGR) of 6.39% from 2023 to 2027, with gross merchandise value expected to rise from $3,855.8 billion in 2022 to $5,108.8 billion by 2027 . Key drivers include rapid adoption of digital technologies and increasing internet penetration, with the number of e-commerce buyers in Asia projected to increase by approximately 52% from 2023 to 2028, rising from approximately 1.33 billion to 2.03 billion . The PRC alone accounted for 884 million online shoppers in 2023, compared to 254 million in the U.S. . Another factor is the growing popularity of smart homes in Asia, with the market forecasted to expand at an annual growth rate of 12.12% between 2024 and 2028, reaching a projected market volume of $95.8 billion by 2028 .

For the year ended December 31, 2025, Chenghe Acquisition III Co. reported a net income of $1,088,407 . This consisted of interest earned on cash held in the Trust Account of $1,370,085, partially offset by operating costs of $281,678 . As of December 31, 2025, the company had cash held in the Trust Account of $127,870,085, including approximately $1,370,085 of interest income . The company also had cash of $696,825, working capital of $630,051, an accumulated deficit of $4,430,412, and shareholders' deficit of $4,429,949 . Net cash used in operating activities for the year ended December 31, 2025, was $189,897 .

The company's initial public offering (IPO) was consummated on September 17, 2025, with 12,650,000 Public Units sold at $10.00 per unit, generating gross proceeds of $126,500,000 . Concurrently, 408,000 Private Placement Units were purchased at $10.00 per unit, generating gross proceeds of $4,080,000 . Following the IPO, $126,500,000 of net proceeds from the IPO and certain private placement proceeds were placed in the Trust Account . Transaction costs amounted to $9,069,732, comprising $2,530,000 in cash underwriting fees, $5,060,000 in deferred underwriting fees, and $1,479,732 in other offering costs . On November 10, 2025, the company announced that the Public Shares and Public Warrants included in the Units would begin separate trading on November 11, 2025 .

Business Outlook

Chenghe Acquisition III Co. intends to use substantially all of the funds held in the Trust Account, including any interest earned (less income taxes payable), to complete its initial Business Combination . If share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be allocated as working capital for the target business's operations, other acquisitions, and growth strategies . The company plans to use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, and structure, negotiate, and complete an initial Business Combination .

The company aims to identify and acquire one or more growing companies in Asian markets or global businesses with a presence or focus in Asia, demonstrating strong potential for expansion and value creation . The business combination target selection process will leverage the team's broad and deep network, industry expertise, and deal-sourcing capabilities to provide a strong and differentiated pipeline of potential targets . The company's competitive strengths include leading industry insights and proprietary sourcing channels through Chenghe Group, deep geographic connectivity and expertise within the Asian market, demonstrated track records in SPAC transactions, investment experience, and execution and deal structuring capability . The company believes its team can create long-term value by collaborating with target management teams, forming strategic partnerships, and enhancing performance .

The company's business strategy is underpinned by compelling market trends in Asian markets, particularly in consumer and e-commerce verticals . Asia is expected to represent approximately 50% of global GDP and 40% of global consumption by 2040 . The e-commerce market in the Asia-Pacific region is projected to grow at a CAGR of 6.39% from 2023 to 2027, with gross merchandise value rising from $3,855.8 billion in 2022 to $5,108.8 billion by 2027 . Growth is driven by rapid adoption of digital technologies, increasing internet penetration (e-commerce buyers in Asia projected to increase by approximately 52% from 2023 to 2028, from 1.33 billion to 2.03 billion) , and the popularity of smart homes (market forecasted to expand at an annual growth rate of 12.12% between 2024 and 2028, reaching $95.8 billion by 2028) . The company will focus on targets with exceptional management teams, capabilities to leverage Asian market trends, large addressable markets with high growth prospects, resilient financial profiles, potential for improvement with expertise and partnership, and readiness for public markets .

To fund working capital deficiencies or transaction costs, the co-sponsors, or certain officers and directors or their affiliates, may loan funds, with up to $1,500,000 of such loans convertible into private placement-equivalent units at $10.00 per unit . The company has an agreement to pay its sponsor $15,000 per month for office space, utilities, and secretarial and administrative services, which will cease upon completion of the initial Business Combination or liquidation . The underwriters are entitled to a deferred underwriting commission of $5,060,000 payable upon the closing of an initial Business Combination .

Risk Factors

The company faces significant risks, including the possibility that its shareholders may not have an opportunity to vote on a proposed initial business combination, or that a combination may be completed even if a majority of public shareholders do not support it, given that initial shareholders own approximately 26.04% of outstanding ordinary shares and have agreed to vote in favor . The redemption of a large number of public shares could make the company's financial condition unattractive to potential targets, potentially requiring dilutive equity issuances or higher indebtedness for third-party financing . Recent increases in inflation and interest rates, as well as changes in global trade policies and the imposition of tariffs, could make it more difficult to consummate an initial business combination . Geopolitical conditions, including the Russia-Ukraine and Israel-Hamas conflicts, could adversely affect the search for a target and the operations of any acquired business . The company's status as a Cayman Islands domiciled holding company with co-sponsors and most directors/officers having ties to mainland China and/or Hong Kong subjects it to material risks related to PRC laws and regulations, governmental intervention, restrictions on foreign ownership, difficulties in enforcing contractual rights, heightened scrutiny from U.S. regulators, and potential adverse changes in U.S.-PRC relations . The Chinese government may exercise oversight and discretion over the conduct of directors and officers, potentially intervening or influencing operations, which could result in a material change in the search for a target business or the value of securities . Enhanced scrutiny by PRC tax authorities on acquisition transactions, particularly indirect transfers of assets, may negatively impact future acquisitions . If the company acquires a PRC target through a Variable Interest Entity (VIE) structure, it may not have direct ownership, relying on contractual arrangements that may not be as effective as direct ownership and could be subject to invalidation by PRC authorities, leading to severe penalties or relinquishment of interests . Restrictions on dividend payments and currency exchange controls in the PRC could limit the ability to utilize cash flow effectively or distribute earnings to U.S. investors . Increasing oversight by the PRC government and Cyberspace Administration of China (CAC) over cybersecurity and data security, especially for companies seeking foreign listings, could adversely impact an initial business combination with a China-based entity . The company may be deemed a "passive foreign investment company" (PFIC), resulting in adverse U.S. federal income tax consequences for U.S. investors .

Management Priorities

Management's message emphasizes the company's role as a blank check company focused on identifying and acquiring a suitable business combination target, particularly in Asian markets or global businesses with an Asian presence. The overall tone highlights the team's extensive experience and networks, particularly through Chenghe Group, as a key competitive strength in sourcing and evaluating opportunities. Strategic priorities include leveraging industry insights and proprietary sourcing channels, utilizing deep geographic connectivity and expertise in Asia, and applying demonstrated track records in SPAC transactions, investment, and deal structuring to create long-term shareholder value. Management explicitly states that the company has neither engaged in any operations nor generated any revenues to date, and does not expect to generate operating revenues until after the completion of its initial Business Combination . The company's primary goal is to complete an initial Business Combination prior to the mandatory liquidation date of March 17, 2027 .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business
  2. [2] Item 1, Business
  3. [3] Item 1, Business
  4. [4] Item 1, Business Strategy
  5. [5] Item 1, Business Strategy
  6. [6] Item 1, Business
  7. [7] Item 7, MD&A — Results of Operations
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 1, Business Strategy
  10. [10] Item 1, Business Strategy
  11. [11] Item 1, Business Strategy
  12. [12] Item 1, Business Strategy
  13. [13] Item 1, Business Strategy
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Liquidity and Capital Resources
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 7, MD&A — Liquidity and Capital Resources
  19. [19] Item 1, Company History and Initial Public Offering
  20. [20] Item 1, Company History and Initial Public Offering
  21. [21] Item 1, Company History and Initial Public Offering
  22. [22] Item 7, MD&A — Recent Developments
  23. [23] Item 1, Company History and Initial Public Offering
  24. [24] Item 7, MD&A — Liquidity and Capital Resources
  25. [25] Item 7, MD&A — Liquidity and Capital Resources
  26. [26] Item 7, MD&A — Liquidity and Capital Resources
  27. [27] Item 1, Business Strategy
  28. [28] Item 1, Sourcing of Potential Business Combination Targets
  29. [29] Item 1, Competitive Strengths
  30. [30] Item 1, Competitive Strengths
  31. [31] Item 1, Business Strategy
  32. [32] Item 1, Business Strategy
  33. [33] Item 1, Business Strategy
  34. [34] Item 1, Business Strategy
  35. [35] Item 1, Business Strategy
  36. [36] Item 1, Business Combination Criteria
  37. [37] Item 7, MD&A — Liquidity and Capital Resources
  38. [38] Item 7, MD&A — Contractual obligations
  39. [39] Item 7, MD&A — Contractual obligations
  40. [40] Item 1A, Risk Factors — Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  41. [41] Item 1A, Risk Factors — The redemption of a large number of our public shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  42. [42] Item 1A, Risk Factors — Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.
  43. [43] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.
  44. [44] Item 1A, Risk Factors — We are a Cayman Islands domiciled holding company with no material operations of our own, but we conduct business through our co-sponsors who are located in Hong Kong, and we are subject to material risks and uncertainties and should be considered, for purposes of the following risks, as if we were located in Hong Kong and subject to risks similar to those faced by operating companies based in the PRC.
  45. [45] Item 1A, Risk Factors — Given that our co-sponsors are located in China and most of our directors and officers have ties to mainland China and/or Hong Kong, the Chinese government may exercise oversight and discretion over their conduct including their search for a target company, the Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas by and foreign investment in China-based issuers, which could result in a material change in our search for a target business.
  46. [46] Item 1A, Risk Factors — Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.
  47. [47] Item 1A, Risk Factors — Should we consummate our initial business combination with a company within the jurisdiction of the PRC, we may acquire such a company through a VIE structure and may not have direct ownership of such company acquired.
  48. [48] Item 1A, Risk Factors — The cash-flow structure of a post-acquisition company based in China poses additional risks including, but not limited to, restrictions on foreign exchange and restrictions on our ability to transfer cash between entities, across borders, and to U.S. investors.
  49. [49] Item 1A, Risk Factors — Increasing oversight by the PRC government and Cyberspace Administration of China (the “CAC”) over cybersecurity and data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our initial business combination, future business and any future offering of securities.
  50. [50] Item 1A, Risk Factors — We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
  51. [51] Item 7, MD&A — Results of Operations
  52. [52] Item 7, MD&A — Liquidity and Capital Resources

Analysis on 5/20/2026