Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by Chenghe Acquisition III Co., a Cayman Islands-based special purpose acquisition company (SPAC). The report date is September 15, 2025, with the IPO closing on September 17, 2025. The Company is an emerging growth company.
Key Financial Metrics
| Metric | Value |
|---|---|
| IPO Units Sold | 12,650,000 Units (including 1,650,000 from full exercise of overallotment) |
| IPO Price per Unit | $10.00 |
| Gross Proceeds from IPO | $126,500,000 |
| Private Placement Units Sold | 408,000 Units |
| Gross Proceeds from Private Placement | $4,080,000 |
| Total Funds in Trust Account | $126,500,000 |
| Deferred Underwriting Discount | $5,060,000 (included in trust) |
| Warrant Exercise Price | $11.50 per share |
Note: As this is an IPO filing, traditional operating metrics such as revenue, profit, operating margins, and debt levels are not applicable or reported in this document.
Material Changes and Transactions
- Capital Raise: The Company raised a total of $130,580,000 in gross proceeds ($126.5M from public offering + $4.08M from private placement).
- Trust Account Funding: $126,500,000 was deposited into a U.S.-based trust account at Citibank N.A. to fund a potential business combination or shareholder redemptions.
- Private Placement Allocation: Of the 408,000 Private Placement Units, 281,500 were purchased by the Co-Sponsors (Chenghe Investment III Limited and Chenghe Investment III LLC) and 126,500 by the Underwriter (BTIG, LLC).
- Corporate Governance: Three new directors (Kwan Sun, Qingjian Wang, Ningrong Liu) were appointed to the Board, with staggered terms established.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 18 months from the closing of the IPO to complete an initial business combination. This period may be extended in accordance with the Amended and Restated Memorandum and Articles of Association.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the specified period or if shareholders vote to amend specific provisions of the charter.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or for the payment of taxes and up to $100,000 for dissolution expenses.
- Underwriting: BTIG, LLC acted as the underwriter. A deferred discount of $5,060,000 is held in the trust account.
Investor Verification Checklist
- Verify the exact terms of the 18-month business combination deadline and the specific mechanics for extending this period as outlined in the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1).
- Confirm the redemption rights available to public shareholders and the conditions under which the trust account funds will be released.
- Review the Underwriting Agreement (Exhibit 1.1) to understand the deferred underwriting compensation and any lock-up provisions.
- Examine the Private Placement Units structure to understand the alignment of interests between the Sponsors, Underwriter, and public shareholders.
- Check the Warrant Agreement (Exhibit 4.1) for details on the $11.50 exercise price and any potential adjustments or redemption features.