CHEC

Business Context and Reporting Period

Company: Chenghe Acquisition III Co. (a Cayman Islands exempted company and Special Purpose Acquisition Company or "SPAC").
Reporting Period: Fiscal year ended December 31, 2025.
Status: The Company is a blank check company with no operating history or revenue. Its sole purpose is to effect an initial business combination (merger, share exchange, asset acquisition, etc.).
Key Milestone: Consummated its Initial Public Offering (IPO) on September 17, 2025, selling 12,650,000 Units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option.

Key Financial Metrics

Material Changes vs. Prior Period

• Capitalization: The Company transitioned from a pre-IPO entity with minimal assets ($177,137 total assets in 2024) to a public company with $128.7 million in total assets following the September 2025 IPO.
• Profitability: Shifted from a net loss of $32,592 for the period ended December 31, 2024, to a net income of $1,088,407 for the year ended December 31, 2025, driven primarily by interest income earned on the Trust Account.
• Share Structure: As of March 22, 2026, there were 13,058,000 Class A ordinary shares outstanding (including 12,650,000 subject to redemption) and 4,216,667 Class B ordinary shares (Founder Shares).
• Trust Account: Established with $126,500,000 at IPO closing; grew to $127,870,085 by year-end due to interest earnings.

Guidance, Outlook, Risks, and Contingencies

Outlook and Strategy: The Company intends to acquire one or more growing companies in Asian markets or global businesses with a presence in Asia, focusing on e-commerce and consumer sectors. Management has 18 months from the IPO closing (until March 17, 2027) to complete an initial business combination. If no combination is completed, the Company will liquidate and redeem public shares.

Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company lacks sufficient liquidity to sustain operations for at least one year from the issuance of financial statements without completing a business combination or obtaining additional financing.

Key Risks:

• China/PRC Regulatory Risks: Significant risks associated with co-sponsors and directors having ties to China/Hong Kong, including potential government intervention, cybersecurity reviews, and restrictions on foreign investment.
• CFIUS Review: Potential business combinations with U.S. targets may be subject to heightened scrutiny by the Committee on Foreign Investment in the United States due to foreign ownership.
• Liquidity: Reliance on working capital loans from sponsors (up to $1.5 million convertible) to fund operations and transaction costs.
• Redemption Risk: Public shareholders may redeem shares upon a business combination, potentially reducing cash available for the transaction.

Important Facts for Investor Verification

• Trust Account Balance: Verify the current balance and interest rate assumptions, as this determines the redemption price per share (currently approx. $10.11 per share).
• Completion Deadline: Confirm the exact deadline for the initial business combination (18 months from IPO, approx. March 2027) and any potential extension mechanisms.
• Sponsor Commitments: Review the letter agreement regarding the waiver of redemption rights for Founder Shares and the indemnification obligations of sponsors to protect the Trust Account.
• Related Party Transactions: Monitor the $15,000 monthly administrative fee paid to the Cayman Sponsor and any working capital loans provided by related parties.
• Target Selection: Assess the Company's progress in identifying a target, given the specific focus on Asian markets and the associated geopolitical risks.