Chenghe Acquisition III Co.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 25, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File Number:001-42847
Chenghe Acquisition III Co.
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | N/A |
|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) · (I.R.S. Employer Identification No.) | |
| 5 Shenton Way UIC Building #12-01 Singapore 068808 | 068808 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(65) 9851 8611
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | CHECU | Nasdaq Global Market |
| Class A ordinary shares, par value $0.0001 per share | CHEC | Nasdaq Global Market |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | CHECW | Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act:None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒ No ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, was: Not Applicable.
As of March 22, 2026, there were 13,058,000 Class A ordinary shares (including 12,650,000 Class A ordinary shares subject to possible redemption), $0.0001 par value and 4,216,667 Class B ordinary shares, $0.0001 par value, issued and outstanding.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iv | |
| PART I | 1 | |
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 21 |
| Item 1B. | Unresolved Staff Comments | 84 |
| Item 1C. | Cybersecurity | 84 |
| Item 2. | Property | 84 |
| Item 3. | Legal Proceedings | 84 |
| Item 4. | Mine Safety Disclosures | 84 |
| PART II | 85 | |
| Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 85 |
| Item 6. | [Reserved] | 86 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 87 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 89 |
| Item 8. | Financial Statements and Supplementary Data | 89 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 89 |
| Item 9A. | Controls and Procedures. | 90 |
| Item 9B. | Other Information. | 90 |
| Item 9C. | Disclosures Regarding Foreign Jurisdictions that Prevent Inspections | 90 |
| PART III | 91 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 91 |
| Item 11. | Executive Compensation. | 101 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 101 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 105 |
| Item 14. | Principal Accounting Fees and Services | 107 |
| PART IV | 108 | |
| Item 15. | Exhibits, Financial Statement Schedules | 108 |
| INDEX TO FINANCIAL STATEMENTS | F-1 | |
i
CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:
| ● | “amended and restated memorandum and articles of association” are to our memorandum and articles of association in effect upon completion of our initial public offering; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “Cayman Sponsor” are to Chenghe Investment III Limited, a Cayman Islands limited liability company with its principal place of business in Hong Kong; |
| ● | “co-sponsors” refer to Cayman Sponsor and Delaware Sponsor; |
| ● | “completion window” refer to the period following the completion of the initial public offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends (i) 18 months from the closing of the initial public offering; or (ii) such other time period in which we must consummate an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association; |
| ● | “Delaware Sponsor” are to Chenghe Investment III LLC, a Delaware limited liability company with its principal place of business in Hong Kong; |
| ● | “founder shares” or “Founder Shares” are to Class B ordinary shares held by our co-sponsors prior to the initial public offering and the Class A ordinary shares that will be issued upon (i) the automatic conversion of the Class B ordinary shares at the time of our initial business combination or (ii) the conversion at any time prior to our initial business combination, at the option of the holder, in each case as described herein;; |
| ● | “initial public offering,” “IPO” or “SPAC IPO” are to our initial public offering completed on September 17, 2025; |
| ● | “initial shareholders” are to holders of our founder shares prior to the initial public offering; |
| ● | “New Chenghe” is to Chenghe Acquisition III Co. from and after the business combination; |
| ● | “ordinary shares” or “Ordinary Shares” are to our ordinary shares, par value $0.0001 per share, which include the public shares as well as the private placement shares; |
| ● | “PCAOB” are to the Public Company Accounting Oversight Board; |
| ● | “PRC” or “China” are to the People’s Republic of China, excluding, for purposes of this Annual Report, Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region; |
| ● | “private placement units” or “Private Placement Units” are units issued in a private sale, simultaneously with the closing of our initial public offering, consisting of an aggregate of 408,000 Private Placement Units purchased by (i) Cayman Sponsor in an aggregate of 50,000 Private Placement Units, (ii) Delaware Sponsor in an aggregate of 231,500 Private Placement Units, and (iii) the underwriters in our initial public offering in an aggregate of 126,500 Private Placement Units; |
ii
| ● | “private placement warrants” or “Private Placement Warrants” are to the warrants underlying the private placement units; |
| ● | “public shares” or “Public Shares” are to our ordinary shares offered as part of the units in the IPO (whether they were subscribed for in the IPO or acquired thereafter in the open market); |
| ● | “public shareholders” are to the holders of our public shares; |
| ● | “public units” or “Public Units” are to the units sold in the IPO (whether they are subscribed for in the initial public offering or acquired in the open market); |
| ● | “public warrants” or “Public Warrants” are to the warrants sold as part of the public units (whether they are purchased in the IPO or thereafter in the open market); |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “sponsor non-managing members” means the three institutional investors that have purchased non-managing membership interests in Delaware Sponsor in a private placement that closed simultaneously with the closing of the IPO; |
| ● | “trust account” are to the trust account established for the benefit of our public shareholders with Odyssey Transfer and Trust Company, acting as trustee; |
| ● | “warrants” or “Warrants” are to our public warrants and private placement warrants; and |
| ● | “we,” “us,” “SPAC” or “our company” are to Chenghe Acquisition III Co., a Cayman Islands exempted company. |
iii
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