Chenghe Acquisition III Files S-1/A for $110M SPAC IPO

TL;DR

**Avoid CHECU; the massive dilution from founder shares at $0.006 makes this SPAC a high-risk gamble for public investors.**

AI Summary

Chenghe Acquisition III Co. (CHECU) filed an S-1/A on August 29, 2025, for an initial public offering of 11,000,000 units at $10.00 per unit, aiming to raise $110,000,000. Each unit comprises one Class A ordinary share and one-half of one redeemable warrant. The company is a blank check company, or SPAC, with no specific business combination target identified yet, and has an 18-month window to complete an acquisition. The co-sponsors, Chenghe Investment III Limited and Chenghe Investment III LLC, along with BTIG, LLC, will purchase an aggregate of 375,000 private placement units for $3,750,000. Notably, the co-sponsors acquired 4,216,667 founder shares for a nominal price of approximately $0.006 per share, leading to significant potential dilution for public shareholders. Underwriting discounts and commissions total $6,600,000, with $2,200,000 payable at closing and up to $4,400,000 deferred. The company will deposit $110,000,000 into a trust account, with $1,550,000 allocated for offering fees and working capital. An affiliate of Cayman Sponsor will receive $15,000 per month for administrative services.

Why It Matters

This S-1/A filing signals Chenghe Acquisition III Co.'s intent to raise $110 million, providing a new investment vehicle for those seeking exposure to future, yet-to-be-identified growth companies. Investors face significant dilution risks due to the co-sponsors' nominal founder share purchase price of $0.006 per share, which could erode returns even if a successful business combination occurs. The 18-month completion window puts pressure on management to find a suitable target quickly, competing in a crowded SPAC market. Employees of potential target companies could see new opportunities or changes in corporate structure post-acquisition, while customers might experience shifts in product offerings or service delivery.

Risk Assessment

Risk Level: high — The risk level is high due to the 'immediate and substantial dilution' public shareholders will incur from the co-sponsors' purchase of founder shares at approximately $0.006 per share, compared to the $10.00 public offering price. Additionally, the anti-dilution provisions for founder shares could lead to a greater than one-to-one conversion ratio, further diluting public shareholders' interests, as explicitly stated on page 110 and 112 of the filing.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the significant dilution risk before considering an investment in CHECU. Given the nominal cost basis of founder shares for sponsors, the upside for public shareholders is severely constrained, making it prudent to wait for a definitive business combination target and more favorable terms.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$110,000,000

revenue Growth

N/A

Key Numbers

• $110,000,000 — Total Public Offering Price (Amount to be raised from the IPO of 11,000,000 units)
• $10.00 — Per Unit Offering Price (Price for each unit in the initial public offering)
• $0.006 — Founder Share Purchase Price (Nominal price paid by co-sponsors for Class B ordinary shares, leading to significant dilution)
• 18 months — Completion Window (Timeframe to consummate an initial business combination)
• $6,600,000 — Total Underwriting Discounts and Commissions (Includes $2,200,000 upfront and up to $4,400,000 deferred)
• 4,216,667 — Founder Shares Held by Cayman Sponsor (Number of Class B ordinary shares held by Cayman Sponsor after forfeiture and transfer)
• $15,000 — Monthly Administrative Fee (Paid to an affiliate of Cayman Sponsor for services)
• $2,650,000 — Co-Sponsor Private Placement Purchase (Aggregate purchase price for 265,000 private placement units by co-sponsors)
• $1,100,000 — BTIG Private Placement Purchase (Aggregate purchase price for 110,000 private placement units by BTIG)
• $1,550,000 — Fees and Working Capital (Amount deducted from proceeds for offering fees and initial working capital)

Key Players & Entities

• Chenghe Acquisition III Co. (company) — Registrant and blank check company
• Chenghe Investment III Limited (company) — Cayman Sponsor and co-sponsor
• Chenghe Investment III LLC (company) — Delaware Sponsor and co-sponsor
• BTIG, LLC (company) — Representative of the underwriters
• Mr. Li (person) — Chairman of Advisory Board and controller of Chenghe Group
• Paul Hastings LLP (company) — Legal counsel
• Loeb & Loeb LLP (company) — Legal counsel
• Odyssey Stock Transfer & Trust Company (company) — Trustee for the trust account
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq (regulator) — Intended listing exchange

FAQ

Risk Factors

• Dilution from Sponsor Shares and Warrants [high — financial]: The co-sponsors acquired 4,216,667 founder shares for a nominal price of approximately $0.006 per share. Additionally, private placement units purchased by co-sponsors and BTIG, LLC, at $10.00 per unit, along with the underwriters' over-allotment option, can lead to significant dilution for public shareholders upon exercise of warrants and conversion of shares.
• Lack of Identified Target and Business Plan [high — operational]: As a blank check company, Chenghe Acquisition III Co. has not identified any specific business combination target and has not engaged in substantive discussions. This lack of a defined strategy within the 18-month completion window presents a significant risk to investors.
• Trust Account Limitations and Redemption Risk [medium — financial]: The company will deposit $110,000,000 into a trust account, but if a business combination is not completed within 18 months, public shares will be redeemed at a per-share price equal to the amount in the trust account, potentially resulting in a loss for investors if the trust account value has diminished.
• Underwriting Fees and Deferred Compensation [medium — financial]: Total underwriting discounts and commissions amount to $6,600,000, with $2,200,000 payable at closing and up to $4,400,000 deferred. This represents a substantial upfront cost and potential future liability.
• Dependence on Management and Sponsor Expertise [medium — operational]: The success of identifying and consummating a business combination relies heavily on the expertise and judgment of the management team and sponsors, particularly Mr. Li, who controls the management of the sponsors. Any failure in their strategic decisions could negatively impact the company.
• Regulatory Scrutiny of SPACs [medium — regulatory]: The Special Purpose Acquisition Company (SPAC) market faces ongoing regulatory scrutiny. Changes in regulations or enforcement actions could impact the company's ability to complete a business combination or the valuation of its securities.
• Monthly Administrative Services Fee [low — financial]: An affiliate of Cayman Sponsor will receive $15,000 per month for administrative services. While seemingly small, this represents a recurring expense that reduces the capital available for the business combination.

Industry Context

Chenghe Acquisition III Co. operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant growth and subsequent scrutiny. The industry is characterized by companies seeking to merge with private entities to take them public, offering an alternative to traditional IPOs. However, the regulatory landscape for SPACs is evolving, and investor sentiment can be volatile, influenced by the success rates and post-merger performance of previously listed SPACs.

Regulatory Implications

As a SPAC, Chenghe Acquisition III Co. is subject to SEC regulations governing initial public offerings and business combinations. The company must adhere to disclosure requirements and shareholder approval processes for its target acquisition. Potential changes in SPAC regulations or increased enforcement could impact the timeline and feasibility of its business combination strategy.

What Investors Should Do

1. Scrutinize the sponsor's dilution potential
2. Assess the management team's track record and strategy
3. Understand redemption rights and liquidation scenarios
4. Monitor the regulatory environment for SPACs

Key Dates

• 2025-08-29: Filing of S-1/A Amendment No. 3 — Indicates progress in the IPO registration process, providing updated details for potential investors.
• 2025-06-30: Forfeiture of Founder Shares and Transfer to Delaware Sponsor — Adjusted the number of founder shares held by sponsors, impacting potential dilution and ownership structure.

Glossary

Blank Check Company

A company formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company, without having a specific target in mind at the time of the IPO. (Chenghe Acquisition III Co. is structured as a blank check company, meaning its primary purpose is to find and merge with another business.)

Redeemable Warrant

A type of warrant that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. These are often redeemable by the issuer under specific conditions. (Each unit sold in the IPO includes a redeemable warrant, which can be exercised to purchase Class A ordinary shares, potentially diluting existing shareholders.)

Founder Shares

Shares of stock issued to the founders or early investors of a company, often at a nominal price, before the company goes public. These shares typically carry voting rights and may be subject to vesting or forfeiture. (The co-sponsors acquired founder shares at a very low price ($0.006 per share), which represents a significant potential for dilution to public shareholders.)

Trust Account

A segregated account, typically held by a third-party trustee, where funds raised from a SPAC's IPO are deposited. These funds are generally used for the business combination or returned to shareholders upon liquidation. (The $110,000,000 raised in the IPO will be placed in a trust account, forming the basis for potential redemptions by public shareholders.)

Underwriters' Option (Over-allotment Option)

A provision in an underwriting agreement that allows the underwriters to purchase additional securities from the issuer at the IPO price, typically to cover excess demand or to stabilize the market price. (The underwriters have an option to purchase up to 1,650,000 additional units, which could increase the total offering size and further impact dilution.)

Class A Ordinary Shares

A class of common stock issued by the company. In this case, these are the shares sold in the IPO and are associated with redeemable warrants. (These are the primary securities being offered to the public in the IPO.)

Class B Ordinary Shares

Another class of common stock, typically held by founders or sponsors, often with different voting rights or conversion terms compared to Class A shares. (The founder shares are Class B ordinary shares, acquired at a nominal price by the co-sponsors.)

Year-Over-Year Comparison

This is an S-1/A filing, indicating it is an amendment to the initial registration statement. As such, there is no direct comparison to a prior year's financial performance. The key changes and disclosures would be within the amendments themselves, detailing updates to the offering structure, sponsor arrangements, and risk factors as the IPO process progresses. Specific metrics like revenue, net income, or margins are not applicable at this pre-IPO stage.

Key Financial Figures

• $110,000,000 — TO COMPLETION, DATED AUGUST 29, 2025. $110,000,000 Chenghe Acquisition III Co. 11,000,
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $100,000 — interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses
• $2,650,000 — nit, for an aggregate purchase price of $2,650,000 (or $2,815,000 if the underwriters' ove
• $2,815,000 — regate purchase price of $2,650,000 (or $2,815,000 if the underwriters' over -allotment op
• $1,100,000 — nit, for an aggregate purchase price of $1,100,000 (or $1,265,000 if the underwriters' ove
• $1,265,000 — regate purchase price of $1,100,000 (or $1,265,000 if the underwriters' over -allotment op
• $25,000 — this prospectus. Cayman Sponsor paid $25,000, or approximately $0.006 per share, for
• $0.006 — Sponsor paid $25,000, or approximately $0.006 per share, for an aggregate of 4,312,50
• $11,112 — founder shares to Delaware Sponsor for $11,112, or $0.006 per share, resulting in Caym
• $0.20 — 400,000 ____________ (1) Includes (a) $0.20 per unit sold in the offering, or $2,20
• $2,200,000 — $0.20 per unit sold in the offering, or $2,200,000 in the aggregate (or $2,530,000 if the
• $2,530,000 — ing, or $2,200,000 in the aggregate (or $2,530,000 if the overallotment option is exercise
• $0.40 — closing of this offering; and (b) up to $0.40 per unit sold in the offering, or up to

Filing Documents

• ea0227747-08.htm (S-1/A) — 4900KB
• ea022774708ex5-2_chenghe3.htm (EX-5.2) — 20KB
• ea022774708ex23-1_chenghe3.htm (EX-23.1) — 3KB
• ex5-2_001.jpg (GRAPHIC) — 7KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• ex23-1_002.jpg (GRAPHIC) — 7KB
• tflowchart_001.jpg (GRAPHIC) — 254KB
• tflowchart_002.jpg (GRAPHIC) — 246KB
• tflowchart_003.jpg (GRAPHIC) — 242KB
• 0001213900-25-082656.txt ( ) — 10050KB
• cheb-20250829.xsd (EX-101.SCH) — 9KB
• cheb-20250829_def.xml (EX-101.DEF) — 14KB
• cheb-20250829_lab.xml (EX-101.LAB) — 110KB
• cheb-20250829_pre.xml (EX-101.PRE) — 63KB
• ea0227747-08_htm.xml (XML) — 1225KB

From the Filing

As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. 333-288524 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _____________________________________ Chenghe Acquisition III Co. (Exact name of registrant as specified in its charter) _____________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 38 Beach Road #29-11 South Beach Tower Singapore 189767 Tel: (65) 9851 8611 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________________________________ Cogency Global Inc. 122 East 42 nd Street, 18 th Floor New York, NY 10168 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________________________ Copies to: Will Burns Chris Centrich Paul Hastings LLP 609 Main Street Suite 2500 Houston, TX 77002 (713) 860 -7300 Mitchell Nussbaum Alexandria Kane Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 470 -4000 _____________________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $110,000,000 Chenghe Acquisition III Co. 11,000,000 Units _____________________________________ Chenghe Acquisition III Co. is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combina

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