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Chenghe Acquisition III Co.

CHECU
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Business Summary

Chenghe Acquisition III Co. is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on June 4, 2024, with the sole business purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar 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 . It may pursue a target in any industry or geographic region .

The company's core business model is to identify and acquire one or more growing companies, specifically targeting Asian markets or global businesses with a presence or focus in Asia, that demonstrate strong potential for expansion and value creation . The company generates no operating revenue and has incurred losses since inception from formation and operating costs . Its non-operating income is derived from interest earned on cash held in the Trust Account .

The company's competitive strengths are stated to include leading industry insights and proprietary sourcing channels through its affiliation with Chenghe Group, deep geographic connectivity and expertise within the broader Asian market, a demonstrated track record in SPAC transactions by its management team, investment experience, and execution and deal structuring capability . The management team aims to identify "public ready" companies with solid fundamentals primed for growth and multiple expansion .

For the fiscal 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 amounting to $1,370,085, partially offset by operating costs of $281,678 . For the period from June 4, 2024 (inception) through December 31, 2024, the company had a net loss of $32,592, primarily due to formation, general, and administrative costs . As of December 31, 2025, the company held cash of $696,825 and had working capital of $630,051 . The accumulated deficit was $4,430,412 , and shareholders' deficit was $4,429,949 . Net cash used in operating activities for the year ended December 31, 2025, was $189,897 . A total of $127,870,085 was held in the Trust Account as of December 31, 2025, including approximately $1,370,085 of interest income .

The company consummated its initial public offering (IPO) on September 17, 2025, selling 12,650,000 Public Units at $10.00 per unit, generating gross proceeds of $126,500,000 . Concurrently, 408,000 Private Placement Units were sold at $10.00 per unit, generating gross proceeds of $4,080,000 . Transaction costs totaled $9,069,732, comprising a $2,530,000 cash underwriting fee, $5,060,000 deferred underwriting fee, and $1,479,732 in other offering costs . On November 10, 2025, the company announced that 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 capitalize on the experience of its team 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 company's business strategy is underpinned by the expectation that Asia will represent approximately 50% of global GDP and 40% of global consumption by 2040 . A significant driver of this growth is the consumer and e-commerce verticals, fueled by increasing consumer income and robust digital ecosystems across Asia . 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 growth drivers identified include the rapid adoption of digital technologies and increasing internet penetration in the Asia-Pacific region, which is expanding the customer base for online retailers . The number of e-commerce buyers in Asia is projected to increase by approximately 52% from 2023 to 2028, growing from approximately 1.33 billion to 2.03 billion . Specifically, the PRC accounted for 884 million online shoppers in 2023 . Another factor is the growing popularity of the smart homes concept in Asia, with a focus on integrating AI technology and voice control systems . The smart home market in Asia is 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 .

The company's operational outlook is focused on completing an initial business combination within the completion window, which is 18 months from the closing of its IPO . It expects to incur significant costs in pursuit of its acquisition plans . The company 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 used as working capital for the target business's operations, other acquisitions, and growth strategies . Funds held outside the Trust Account, amounting to $696,825 as of December 31, 2025, are primarily intended to identify and evaluate target businesses, perform due diligence, and structure and complete an initial Business Combination .

To fund working capital deficiencies or transaction costs, the co-sponsors, officers, or directors 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 currently lacks the liquidity to sustain operations for a reasonable period and its ability to continue as a going concern depends on completing an initial Business Combination prior to the mandatory liquidation date of March 17, 2027 . The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than an agreement to pay $15,000 per month for office space, secretarial, and administrative services .

Risk Factors

The company faces material risks including the potential inability to complete an initial business combination within the 18-month completion window, which would lead to liquidation and warrants expiring worthless . Geopolitical conditions, such as the Russia-Ukraine and Israel-Hamas conflicts, could adversely affect the search for a target and the operations of a combined business . Changes in global trade policies, including tariffs and restrictions, particularly between the U.S. and China, may limit the pool of potential targets and impact valuations . The company's ties to China through its co-sponsors and most directors and officers, who are Chinese or Hong Kong citizens residing in Hong Kong, subject it to potential oversight and intervention by the Chinese government, which could materially affect its operations, target search, and the value of its securities . Regulatory changes in China, including cybersecurity and data privacy laws, and foreign investment restrictions, could hinder business combinations with PRC-based companies or impact post-combination operations . The company may be deemed a "foreign person" under CFIUS rules, potentially subjecting U.S. business combinations to review and approval, which could delay or prohibit transactions . There is also a risk of being deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict activities . If the company domesticates to a U.S. corporation, it could be subject to a 1% U.S. federal share repurchase excise tax on redemptions, potentially reducing cash available for redemptions or the target business . The redemption of a large number of public shares could make the company's financial condition unattractive to targets or necessitate dilutive equity issuances or higher debt levels .

Management Priorities

Management's message emphasizes leveraging the team's extensive experience and deep networks, both globally and within the Asia-Pacific region, to identify and acquire high-growth companies in Asian markets or global businesses with an Asian focus . They highlight their "unique vantage point in assessing deal flow, sourcing proprietary opportunities and potential investment targets through the connectivity of Chenghe Group and our partners" . A key strategic priority is to identify "public ready" companies with strong fundamentals that are poised for growth and multiple expansion . Management also stresses their track record in successfully guiding multiple companies through the DeSPAC process to U.S. public markets, which they believe will be an attractive value-add for top targets . The company's Chief Executive Officer and Chairman, Dr. Shibin Wang, and Chief Financial Officer and Director, Lyle Wang, both Chinese citizens residing in Hong Kong, along with other key personnel, have significant experience in finance, investment, and capital markets in Asia . The company has until 18 months from the closing of its IPO, which occurred on September 17, 2025, to complete an initial business combination .

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, Company History and Initial Public Offering
  6. [6] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  7. [7] Item 1, Competitive Strengths
  8. [8] Item 1, Competitive Strengths
  9. [9] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  10. [10] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  11. [11] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  12. [12] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  13. [13] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  14. [14] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  15. [15] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  16. [16] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  17. [17] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  18. [18] Item 1, Company History and Initial Public Offering
  19. [19] Item 1, Company History and Initial Public Offering
  20. [20] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments
  21. [21] Item 1, Company History and Initial Public Offering
  22. [22] Item 1, Business Strategy
  23. [23] Item 1, Business Strategy
  24. [24] Item 1, Business Strategy
  25. [25] Item 1, Business Strategy
  26. [26] Item 1, Business Strategy
  27. [27] Item 1, Business Strategy
  28. [28] Item 1, Business Strategy
  29. [29] Item 1, Business Strategy
  30. [30] Item 1, Business Strategy
  31. [31] Item 1, Initial Business Combination
  32. [32] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview
  33. [33] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  34. [34] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  35. [35] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  36. [36] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  37. [37] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources
  38. [38] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual obligations
  39. [39] Item 1A, Risk Factors — We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
  40. [40] 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.
  41. [41] Item 1A, Risk Factors — Disruptions to the worldwide economy due to changes in U.S. trade policy may limit our search for our initial business combination.
  42. [42] 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.
  43. [43] Item 1A, Risk Factors — Regulatory actions by the PRC government with respect to foreign capital efforts and activities, including business combinations with offshore shell companies such as SPACs, may adversely impact our ability to consummate an initial business combination with a China based entity or business, or materially impact the value of our securities following any such business combination.
  44. [44] Item 1A, Risk Factors — We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States ("CFIUS,") or may be ultimately prohibited.
  45. [45] Item 1A, Risk Factors — If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  46. [46] Item 1A, Risk Factors — If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a U.S. federal share repurchase excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.
  47. [47] 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.
  48. [48] Item 1, Business Strategy
  49. [49] Item 1, Competitive Strengths
  50. [50] Item 1, Competitive Strengths
  51. [51] Item 1, Competitive Strengths
  52. [52] Item 10, Directors, Executive Officers and Corporate Governance
  53. [53] Item 1, Initial Business Combination

Analysis on 5/20/2026