Chenghe Acquisition III Co.

Chenghe Consumer Acquisition Corp

Company overview

• Cayman Islands exempted company formed as a blank-check SPAC.
• Purpose: effect a merger, share exchange, asset acquisition, share purchase, reorganization, or other business combination (the initial business combination) with one or more targets.
• No target has been selected and no substantive discussions with a target have occurred to date.

Corporate structure and sponsors

• Co-sponsors: Cayman Sponsor and Delaware Sponsor.
• Sponsors are affiliated with Chenghe Group Ltd., an investment holding company with an advisory practice and repeat SPAC sponsorship experience.
• Management and advisory leadership include individuals connected to Chenghe Group and other SPAC sponsors.
• Founders: initial founder shares issued to the sponsors; ownership is split between the Cayman Sponsor and Delaware Sponsor after transfers.

Public offering and securities (as of the dates provided)

• IPO date: September 17, 2025.
• Public Units offered: 12,650,000.
• Each Public Unit consists of 1 Class A ordinary share and 1/2 of one redeemable Public Warrant (each full Public Warrant exercisable for 1 Class A share at $11.50).
• Public Unit price: $10.00 per unit; gross proceeds from the IPO: $126,500,000.
• Private placement: concurrent private placement of 4,080,000 Private Placement Units at $10.00 per unit; gross proceeds: $4,080,000.
• Outstanding warrants: 6,325,000 Public Warrants; 204,000 Private Placement Warrants.
• Trading:
  • Unseparated Units trade under ticker CHECU.
  • Separated Public Shares trade under CHEC.
  • Public Warrants trade under CHECW.
• Trust account: IPO proceeds (net of offering costs) and related funds placed in the Trust Account; as of December 31, 2025, approximately $127.9 million held in the trust.

Financial position and operating results (historical)

• Revenue: none to date.
• Operating results: no operating business to date; losses since inception due to formation and operating costs.
• Outside-of-trust funds available for working capital and potential claims: approximately $920,000.
• Majority of net proceeds placed in the Trust Account; a small portion remains available outside the trust for initial operating needs and potential liabilities.

Management and key personnel

• Chief Executive Officer and Chairman: Dr. Shibin Wang (Chinese citizen; Hong Kong resident).
• Chief Financial Officer and director: Lyle Wang (Chinese citizen; Hong Kong resident).
• Chief Operating Officer: Houston Li (citizenship: Hong Kong and United States; Hong Kong resident).
• Chairman of the Advisory Board: Richard Li (Hong Kong citizen; controls the Cayman Sponsor and Delaware Sponsor; Hong Kong resident).
• Independent directors:
  • Ningrong Liu (Hong Kong and U.S. citizen; Hong Kong resident).
  • Qingjian Wang (Singaporean citizen; Hong Kong permanent resident; resides in Singapore/Hong Kong).
  • Kwan Sun (Australian citizen; resides in the United States).
• Office address: 5 Shenton Way, UIC Building #12-01, Singapore 068808; phone: (65) 9851-8611.
• Officers and directors have ties to mainland China and Hong Kong; the filing highlights regulatory and geopolitical risk considerations related to those ties.

Targets and strategy

• Primary focus: identify and acquire one or more growing companies with a presence or focus in Asia, especially Greater China and other Asian markets.
• Market rationale: Asia accounts for a large share of global GDP and consumption; e-commerce and consumer sectors are emphasized as growth drivers in Asia-Pacific.
• Sourcing: the team will use its networks, advisory relationships (including Chenghe Group), and BTIG connections; sourcing channels include founders, executives, venture capital and private equity firms, and other capital providers.
• The company may pursue targets across industries and geographies, with emphasis on Asia.

Initial business combination mechanics and thresholds

• 80% FMV test: target(s) must collectively have a fair market value of at least 80% of the trust assets at the time of the initial business combination, with adjustments for fractional or partial ownership and multiple targets.
• Timing: 18 months from the IPO closing to complete an initial business combination, subject to possible extensions via shareholder approval and cash-redemption mechanics.
• Voting and redemptions: public shareholders can redeem their shares for a pro rata portion of the trust-account funds per share, with the redemption amount determined two business days before closing; founders and certain insiders have agreements to vote in favor of the initial business combination subject to specified exemptions.
• Pre-closing redemption limits: a public shareholder may be restricted from redeeming more than a specified percentage (generally 15–20%, depending on structure) of shares without the sponsor’s consent, subject to the charter’s conditions.
• Redemptions may occur via a shareholder vote or a tender offer, depending on the transaction and regulatory requirements.
• Minimum cash provisions: proposed transactions may require a minimum amount of cash to be paid to the target or retained for working capital or closing conditions; deals may be abandoned if minimum cash requirements are not met.

Use of proceeds and potential financing

• Proceeds available to complete an initial business combination: approximately $126.5 million in the trust (plus permitted withdrawals) and about $920,000 outside the trust for working capital and liability coverage.
• The company may raise additional financing (debt or equity), including backstop or forward-purchase arrangements, to complete a business combination.
• If additional financing is not available on acceptable terms, the company may need to restructure or abandon a proposed deal.

Governance, conflicts, and related-party considerations

• Potential conflicts of interest arise from the co-sponsors, officers, and directors’ affiliations and obligations with related entities and other SPACs.
• Sponsors and insiders may influence target selection and timing of the business combination.
• The company may pursue business combinations with entities affiliated with its sponsors or management, subject to independent director approvals and fairness opinions where applicable.
• Founders and insiders have specified redemption and voting arrangements; the charter and trust agreement include provisions intended to address dilution and conflicts, including independent fairness opinions in affiliated deals where required.
• Pre-business-combination protections for public shareholders, including redemption rights, are included in the charter and trust agreement.

Regulatory and risk context

• The filing discusses risks tied to operating in or with China and Hong Kong, U.S. regulatory regimes (including HFCAA and PCAOB inspection considerations), international trade, China cybersecurity and data privacy rules, and potential national security reviews for PRC-related deals.
• These factors could affect target identification, the ability to complete a transaction, and post-transaction operations.

Key data at a glance

• Public Units outstanding: 12,650,000.
• Public Shares implied by units: 12,650,000.
• Public Warrants outstanding: 6,325,000.
• Private Placement Warrants: 204,000.
• Trust assets (as of 12/31/2025): approximately $127.9 million.
• Outside-of-trust funds for working capital: approximately $920,000.
• Founder shares: Cayman Sponsor holds 2,364,667; Delaware Sponsor holds 1,852,000 (total founder shares: 4,216,667 after prior forfeiture/transfer events).

Summary

• Chenghe Consumer Acquisition Corp is a Cayman Islands-registered SPAC formed to pursue a single or multi-target business combination with an Asia-focused strategic emphasis. It raised $126.5 million in the IPO and $4.08 million in concurrent private placement units, with roughly $127.9 million held in the trust as of year-end 2025. The company reports no revenue to date, has incurred formation and operating losses, employs the named executive officers and directors, and has approximately $920,000 available outside the trust for working capital and potential liabilities. Governance structures, related-party arrangements, and disclosed regulatory risks are set out to address conflicts and the cross-border context of potential transactions.