UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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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 past 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.
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).
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 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 | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 14, 2025, there were
CHENGHE ACQUISITION III CO.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
CHENGHE ACQUISITION III CO.
CONDENSED BALANCE SHEETS
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September 30,
2025 |
December 31,
2024 |
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| (unaudited) | (audited) | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ |
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$ | |||||
| Prepaid expenses |
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| Total Current Assets |
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| Deferred offering costs |
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| Cash held in Trust Account |
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| Total Assets | $ |
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$ |
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| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Accrued offering costs |
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| Due to related party |
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| Promissory note – related party |
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| Total Current Liabilities |
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| Deferred underwriting fee |
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| Total Liabilities |
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| Commitments | ||||||||
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Class A ordinary shares subject to possible redemption, $
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| Shareholders’ Deficit | ||||||||
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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| Additional paid-in capital |
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| Accumulated deficit |
(
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(
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| Total Shareholders’ Deficit |
(
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(
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| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ |
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$ |
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| (1) |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
1
CHENGHE ACQUISITION III CO.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended
September 30, |
For the
Nine Months Ended September 30, |
For the
period from June 4, 2024 (inception) through September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Formation, general, and administrative costs | $ |
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$ | $ |
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$ |
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| Loss from operations |
(
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(
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(
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| Other income: | ||||||||||||||||
| Interest earned on cash held in Trust Account |
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| Net income (loss) | $ |
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$ | — | $ |
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$ |
(
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) | |||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares |
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| Basic and diluted net income per share, Class A ordinary shares | $ |
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$ | $ |
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$ | ||||||||||
| Basic and diluted weighted average shares outstanding, Class B ordinary shares (1) |
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| Basic and diluted net income per share, Class B ordinary shares | $ |
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$ | $ |
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$ | ||||||||||
| (1) |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
2
CHENGHE ACQUISITION III CO.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
|
Class A
Ordinary Shares |
Class B
Ordinary Shares (1) |
Additional
Paid-in |
Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — January 1, 2025 | $ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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| Net loss | — | — | — | — |
(
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(
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| Balance — March 31, 2025 (unaudited) |
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(
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(
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| Net loss | — | — | — | — |
(
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(
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| Balance — June 30, 2025 (unaudited) | $ |
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$ |
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$ |
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$ |
(
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) | $ |
(
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| Sale of Private Placement units |
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| Fair value of Public warrants at issuance | — | — | — | — |
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| Allocated value of transaction costs to Class A Ordinary shares | — | — | — | — |
(
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(
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| Accretion for Class A ordinary shares subject to possible redemption | — | — | — | — |
(
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(
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(
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| Net income | — | — | — | — |
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| Balance — September 30, 2025 (unaudited) |
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$ |
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$ |
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$ | $ |
(
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(
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FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND FOR THE PERIOD FROM JUNE 4, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
| Ordinary Shares |
Additional
Paid-in |
Accumulated |
Total
Shareholders’ |
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| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance — June 04, 2024 (inception) |
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$ | $ | $ | $ | |||||||||||||||
| Net loss | — | — | — |
(
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(
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| Balance — June 30, 2024 and September 30, 2024 (unaudited) |
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$ | $ | $ |
(
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) | $ |
(
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| (1) |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
3
CHENGHE ACQUISITION III CO.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the
Nine Months Ended September 30, 2025 |
For the
period from June 4, 2024 (inception) through September 30, 2024 |
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| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ |
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$ |
(
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| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Formation, general, and administrative costs paid through promissory note – related party |
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| Payment of operation costs through promissory note | ||||||||
| Interest earned on cash and marketable securities held in Trust Account |
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| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses |
(
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| Accounts payable and accrued expenses |
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| Due to related party |
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| Net cash used in operating activities |
(
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| Cash Flows from Investing Activity: | ||||||||
| Investment of cash into Trust Account |
(
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| Net cash used in investing activity |
(
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| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of Units, net of underwriting discounts paid |
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| Proceeds from sale of Private Placement Units |
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| Repayment of promissory note - related party |
(
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| Payment of offering costs |
(
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| Net cash provided by financing activities |
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| Net Change in Cash |
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| Cash – Beginning of period | ||||||||
| Cash – End of period | $ |
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$ | |||||
| Non-cash financing activities: | ||||||||
| Deferred offering costs included in accrued offering costs | $ |
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$ | |||||
| Deferred offering costs paid through promissory note – related party | $ |
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$ | |||||
| Deferred offering costs paid through prepaid expenses | $ |
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$ | |||||
| Deferred underwriting fee payable | $ |
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$ | |||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Chenghe Acquisition III Co. (the “Company”)
is blank check company incorporated as a Cayman Islands exempted company on
As of September 30, 2025, the Company had not commenced any operations. All activity for the period from June 4, 2024 (inception) through September 30, 2025, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on September 15, 2025 (the “Registration Statement”). On September 17, 2025,
the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of
The Company’s co-sponsors are Chenghe Investment
III Limited, a Cayman Islands limited company (“Cayman Sponsor”, and the sole manager of Delaware Sponsor (defined below))
and Chenghe Investment III LLC, a Delaware limited liability company (“Delaware Sponsor”). Of those
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial Business Combination (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes).
The initial Business Combination must be with
one or more target businesses or assets having an aggregate fair market value of at least
Following the closing of the Initial Public Offering,
on September 17, 2025, $
5
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
The Company will provide the public shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock
exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their
Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account as of
The Company accounted for the Class A ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480,
“Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified
as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that
feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified
as shareholders’ equity. In accordance with ASC 480-10-S99, upon the completion of the Initial Public Offering, the Company classified
the Class A ordinary shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. Given that the
The Company has
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Completion Window. However, if the Company’s initial shareholders or management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination within the allotted Completion Window.
The underwriters have agreed to waive all rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete its initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.
In order to protect the amounts held in the
Trust Account, the co-sponsors have agreed that they will be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a
written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $
6
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Liquidity, Capital Resources and Going Concern
As of September 30, 2025, the Company had $
In order to fund working capital deficiencies
or finance transaction costs in connection with an initial Business Combination, the co-sponsors, or certain of their officers and directors
or their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).
If the Company completes an initial Business Combination, the Company would repay such Working Capital Loans. In the event that an initial
Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such
Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, management has determined that if the Company is unable to complete an initial Business Combination within the Combination Window, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 17, 2027. The Company cannot assure its shareholders that its plans to raise capital or to consummate an initial Business Combination will be successful.
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Initial Public Offering’s Registration Statement, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on September 17, 2025. The interim results for the three and nine months ended September 30, 2025, and for the period from June 4, 2024 (inception) through September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.
7
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Cash held in Trust Account
As of September 30, 2025 and December 31, 2024,
the assets held in the Trust Account, amounting to $
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Corporation coverage limit of $
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public and Private Placement Shares and Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.
Transaction costs amounted to $
8
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Instruments
The Company accounted for the issued Public Warrants included in the Units sold in the Initial Public Offering and Private Placement Warrants included in the Private Placement Units sold simultaneously with the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the accompanying unaudited condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the accompanying unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
On July 4, 2025, President Trump signed into law
the One Big Beautiful Bill Act (“OBBA”). ASC 740, “Income Taxes”, requires the effects of changes in tax laws
to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However,
9
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value
of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public
Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable
shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of
September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as
temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
| Gross proceeds upon Initial Public Offering | $ |
|
||
| Less: | ||||
| Proceeds allocated to Public Warrants |
(
|
) | ||
| Class A ordinary shares issuance costs |
(
|
) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Class A ordinary shares subject to possible redemption, September 30, 2025 | $ |
|
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes an initial Business Combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period.
The calculation of diluted net income (loss) does not consider
the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the
over-allotment) and the Private Placement Warrants to purchase an aggregate of
The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts):
|
For the Three Months Ended
September 30, |
For the Nine Months Ended
September 30, |
For the period from June 4,
2024 (inception) through September 30, |
||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Class A
Ordinary Shares |
Class B
Ordinary Shares |
|||||||||||||||||||||||||
| Basic and diluted net income per Ordinary Share: | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Allocation of net income (loss) | $ |
|
$ |
|
$ | $ | $ |
|
$ |
|
$ | $ |
(
|
) | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding |
|
|
|
|
|
|||||||||||||||||||||||||||
| Basic and diluted net income (loss) per common stock | $ |
|
$ |
|
$ | $ | $ |
|
$ |
|
$ | $ |
(
|
) | ||||||||||||||||||
10
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Recent Accounting Standards
In November 2023, the FASB issued Accounting Standards Update 2023-07 — Segment Reporting — Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As of September 30, 2025, the Company adopted ASU 2023-07 and reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. See Note 9 for further information.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact these standards will have on it financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
NOTE 3. PUBLIC OFFERING
Pursuant to the Initial Public Offering on September
17, 2025, the Company sold
The Founder Shares, Private Placement Units, private
placement shares, Private Placement Warrants, and any Class A ordinary shares issued upon conversion or exercise thereof are each
subject to transfer restrictions pursuant to lock-up provisions in a letter agreement entered into by the Company’s initial shareholders
and management team. Those lock-up provisions provide that such securities are not transferable or salable (a) in the case of the
Founder Shares, until the earlier of: (i) six months after the completion of the initial Business Combination or earlier if,
subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, Cayman Sponsor purchased an aggregate of
The Private Placement Units (including the private
placement shares, the Private Placement Warrants or private placement shares issuable upon exercise of such warrants) will not be transferable,
assignable or salable until
11
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On December 5, 2024, Cayman Sponsor paid $
The Company’s initial shareholders, co-sponsors,
officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable
upon conversion thereof until the earlier to occur of: (i) six months after the completion of the initial Business Combination or (ii)
the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares
for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A
ordinary shares equals or exceeds $
Promissory Note — Related Party
On December 5, 2024, the Company entered
into a promissory note with Cayman Sponsor, pursuant to which, Cayman Sponsor agreed to loan the Company up to $
Working Capital Loans
In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, Cayman Sponsor or an affiliate of Cayman Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).
Up to $
Administrative Service
The Company entered into an agreement with Cayman
Sponsor, dated September 15, 2025, to pay an aggregate of $
Due from Delaware Sponsor
On September 17, 2025, the Company transferred
$
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Units, shares issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short-from demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
12
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Underwriting Agreement
The underwriters had a
The underwriters were entitled to underwriting
commission of two percent (
The Private Placement Units purchased by
BTIG are identical to the Units sold in the Initial Public Offering except as described in Note 4. The Private Placement Units purchased
by BTIG and underlying Class A ordinary shares and Private Placement Warrants have been deemed compensation by FINRA and are therefore
subject to lock-up, registration and termination restrictions. Pursuant to FINRA Rule 5110(e), the Private Placement Units purchased
by BTIG and/or its permitted designees may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares
—
The Company
is authorized to issue a total of
Class A Ordinary Shares
—
The Company is authorized to issue a total of
Class B Ordinary Shares
—
The Company is authorized to issue a total of
The Class B ordinary shares will automatically
convert (unless otherwise provided in the initial Business Combination agreement) into Class A ordinary shares at the time of the
consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number
of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
approximately
13
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Ordinary shareholders of record are entitled to
Warrants
— As of
September 30, 2025, there were
The Company has agreed that as soon as practicable,
but in no event later than
Redemption of warrants when the price per Class
A ordinary share equals or exceeds $
| ● | in whole and not in part; |
| ● |
at
a price of $
|
| ● |
upon
not less than of
|
| ● |
if,
and only if, the last reported sale price of the Class A ordinary shares for any
|
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
14
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of the initial Business
Combination at an issue price or effective issue price of less than $
The Private Placement Warrants (including the
Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (i.e., market data obtained from independent sources) and to minimize the use of unobservable inputs (i.e., internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1 : | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in# which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level |
September 30,
2025 |
|||||||
| Assets: | ||||||||
| Cash held in Trust Account | 1 | $ |
|
|||||
The fair value of the Public Warrants issued in
the Initial Public Offering is $
|
September 17,
2025 |
||||
| Volatility |
|
% | ||
| Risk-free rate |
|
% | ||
| Share price | $ |
|
||
| Weighted term (in years) |
|
|||
15
CHENGHE ACQUISITION III CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating officer decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the condensed statement of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Cash | $ |
|
$ | |||||
| Cash held in Trust Account | $ |
|
$ | |||||
|
For the Three Months Ended
September 30, |
For the
Nine Months Ended September 30, |
For the
period from June 4, 2024 (inception) through September 30, |
||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Formation, general, and administrative costs | $ |
|
$ | $ |
|
$ |
|
|||||||||
| Interest earned on cash held in Trust Account | $ |
|
$ | $ |
|
$ | ||||||||||
The CODM reviews interest earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation, general, and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination within the business Combination Window. The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Formation, general, and administrative costs, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income are reported on the condensed statements of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
On November 10, 2025, the Company announced that the holders of the Company’s units sold in the Company’s initial public offering
(the “Units”) may elect to separately trade the Class A ordinary shares, par value $
Other than as described above, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Chenghe Acquisition III Co. References to our “management” or our “management team” refer to our officers and directors, and references to the “co-sponsors” refer to Chenghe Investment III Limited and Chenghe Investment III LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of an initial Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on June 4, 2024 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). We intend to effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial Business Combination will be successful.
Recent Developments
On November 10, 2025, the Company announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and redeemable warrants included in the Units commencing on November 11, 2025. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “CHECU”. Any underlying Class Ordinary Shares and warrants that are separated will trade on Nasdaq under the symbols “CHEC” and “CHECW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Odyssey Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and warrants.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 4, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2025, we had a net income of $62,926, which consists of interest income on cash held in the Trust Account of $187,466, partially offset by operating costs of $124,540.
For the nine months ended September 30, 2025, we had a net income of $19,669, which consists of interest income on cash held in the Trust Account of $187,466, partially offset by operating costs of $167,797.
For the three months ended September 30, 2024, we did not incur any income or loss.
For the period from June 4, 2024 (inception) through September 30, 2024, we had a net loss of $3,797, caused by the formation costs.
17
Liquidity and Capital Resources
On September 17, 2025, we consummated the Initial Public Offering of 12,650,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,650,000 Units, at $10.00 per Unit, generating gross proceeds of $126,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 408,000 Private Placement Units, which includes 33,000 Private Placement Units issued to BTIG and Delaware Sponsor in connection with the underwriter’s full exercise of its over-allotment option, at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s co-sponsors and BTIG, LLC, the representative of the underwriters (“BTIG”), generating gross proceeds of $4,080,000.
For the nine months ended September 30, 2025, net cash used in operating activities was $19,999. Net income of $19,669 was affected by interest earned on cash held in Trust of $187,466 and formation, general, and administrative costs paid through promissory note – related party of $172,179. Changes in operating assets and liabilities used $24,381 of cash from operating activities.
For the period from June 4, 2024 (inception) through September 30, 2024, net cash used in operating activities was $0. Changes in operating assets and liabilities provide by $3,797 of cash from operating activities.
As of September 30, 2025, we had marketable securities held in the Trust Account of $126,687,466 (including approximately $187,466 of interest income) consisting of cash held in a saving account. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2025, we had $1,195,873 in cash and a working capital deficit of $105,121. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an initial Business Combination, the co-sponsors, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that an initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, management has determined that if the Company is unable to complete an initial Business Combination within the Combination Window, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 17, 2027. The Company cannot assure its shareholders that its plans to raise capital or to consummate an initial Business Combination will be successful.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement dated September 15, 2025, to pay an aggregate of $15,000 per month for office space, secretarial, and administrative services provided to members of the Company’s management; upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees.
The underwriters were entitled to the Up Front Fee paid in cash at the closing of the Initial Public Offering. Additionally, the underwriters were entitled to the “Deferred Underwriting Commission payable in cash upon the closing of an initial Business Combination, The Deferred Underwriting Commission is conditioned on the completion of an initial Business Combination. The underwriters’ financial interests tied to the consummation of an initial Business Combination transaction may give rise to potential conflicts of interest in providing any such additional services to the Company, including potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination. The underwriters are under no obligation to provide any further services to the Company in order to receive all or any part of the Deferred Underwriting Commissions.
18
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on June 4, 2024, the date of incorporation.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including principal executive officer and principal financial officer (our “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-1ss5(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September 30, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
Not applicable.
19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On September 17, 2025, we consummated the Initial Public Offering of 12,650,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $126,500,000. BTIG acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-288524). The Securities and Exchange Commission declared the registration statements effective on September 17, 2025.
Simultaneous with the consummation of the Initial Public Offering, the co-sponsors and BTIG consummated the private placement of an aggregate of 408,000, which includes 33,000 Private Placement Units issued to BTIG and Delaware Sponsor in connection with the underwriter’s full exercise of its over-allotment option Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,080,000. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except as described below. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Units (including the private placement shares, the Private Placement Warrants or private placement shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain limited exceptions.
On September 17, 2025, the underwriters elected to fully exercise their over-allotment option to purchase additional 1,650,000 Units at a price of $10.00 per Unit, for gross proceeds of $16,500,000.
Transaction costs amounted to $9,069,732, consisting of $2,530,000 of cash underwriting fee, $5,060,000 of deferred underwriting fee, and $1,479,732 of other offering costs.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
20
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on September 15, 2025 and incorporated by reference herein. |
21
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHENGHE ACQUISITION III CO. | ||
| Date: November 14, 2025 | By: | /s/ Shibin Wang |
| Name: | Shibin Wang | |
| Title: | Chief Executive Officer and Chairman | |
| (Principal Executive Officer) | ||
| Date: November 14, 2025 | By: | /s/ Lyle Wang |
| Name: | Lyle Wang | |
| Title: | Chief Financial Officer and Director | |
| (Principal Financial and Accounting Officer) | ||
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