Chenghe Acquisition III Co. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 90 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers : Name Age Position Shibin Wang 49 Chief Executive Officer and Chairman of the Board of Directors Lyle Wang 27 Chief Financial Officer and Director Houston Li 25 Chief Operating Officer Kwan Sun 62 Independent director Qingjian Wang 45 Independent director Ningrong Liu 61 Independent director Below is a summary of the business experience of each our executive officers and directors: Dr. Shibin Wang , our Chief Executive Officer and Chairman of the Board of Directors, has over 20 years of experience in sales and trading of structured financial products, cross-border financing and other capital market activities. Over such period, his clients or counterparts have included major banks (China Development Bank, Industrial and Commercial Bank of China, Agriculture Bank of China and China Construction Bank), leading organizations (China National Offshore Oil Corporation and GCL-Poly Energy) and leading private equity firms (Hillhouse Capital and Greenwoods Asset Management). Dr. Wang served as the chairman of the board of Chenghe Acquisition II Co. from April 2024 to August and as its CEO from January 2025 to August 2025. Dr. Wang has served as a co-founder business of Hong Kong Digital Asset Ex Ltd. (or “HKbitEX”), a regulated digital asset exchange in Hong Kong dedicated to providing a regulatory-compliant and safe digital asset spot trading and over-the-counter trading services to professional investors in Asia, since December 2018, and has served as the chief executive officer and a board member of HKbitEX since April 2019. Under Dr. Wang’s leadership, the company was among the first organizations in Asia-Pacific to apply for a virtual asset trading platform license from the Securities and Futures Commission in Hong Kong and was recognized as one of China’s top 50 fintech companies in the “2020 KPMG China Fintech 50.” Dr. Wang also served as the CEO and director of Chenghe Acquisition Co. from April 2022 to February 2024 and the chairman of the board of Chenghe Acquisition I Co. from October 2023 to January 2025. In 2018, Dr. Wang advised the Intelligent Investment Chain Foundation on funding and ecosystem development. The Intelligent Investment Chain Foundation is a decentralized virtual asset management application developed based on Ethereum smart contracts with an ecology including quantitative funds, cross-chain wealth management wallets and media. Dr. Wang’s served Oriental Patron Financial Group as chief marketing officer from 2016 to 2018, during which he led the company’s blockchain initiatives and fintech investments. Under Dr. Wang’s leadership, Oriental Patron made investments in DIDI Chuxing and CarbonX, organized a number of forums with leading institutions as well as established the Renminbi-denominated Fintech/Internet Plus fund, with Renminbi 3 billion of assets under management, in collaboration with Magnetic Capital in Shanghai. Dr. Wang was an executive director and head of China structure solutions at Deutsche Bank Hong Kong from 2010 to 2016. Prior to that, he worked at FICC Goldman Sachs from 2008 to 2010 and at China Development Bank managing a fixed-income portfolio from 2003 to 2008. Dr. Wang obtained a bachelor’s degree in international trading from Dongbei University of Finance & Economics, as well as a Master’s degree in finance and a Ph.D. in economics, both from the Finance Institute of the People’s Bank of China. Lyle Wang , our Chief Financial Officer and member of our board of directors, has considerable experience in finance and investment. Mr. Wang served as the CFO of Chenghe Acquisition II Co. from April 2024 to August 2025 and as one of its directors from January 2025 to August 2025. He has also served as a member of Chenghe Group’s investment team since March 2023. Additionally, Mr. Wang served as the CFO of Chenghe Acquisition I Co. from June 2024 to January 2025. Mr. Wang obtained a bachelor’s degree in engineering from Northwestern Polytechnical University and a master’s degree in finance from The University of Hong Kong. Prior to joining Chenghe Group, Mr. Wang served as a client manager of retail finance department at China Merchants Bank. Mr. Wang has in-depth knowledge of financial products and market analysis. 91 Houston Li , our Chief Operating Officer, has a background focusing on international investments. He has served as an Associate of Chenghe Group’s investment team since July 2024 and has served as an Associate at CBC Securities since October 2024. Mr. Houston Li obtained a Bachelor of Science in Applied Mathematics-Economics from Brown University. Prior to joining Chenghe Group, Mr. Houston Li served as an executive on the fund placement team at Campbell Lutyens from August 2023 to July 2024 and interned in the investment banking division at Morgan Stanley from June 2022 to August 2022. Houston Li is the son of Richard Li, who is the controlling shareholder of Cayman Sponsor, which is also the manager of Delaware Sponsor. Kwan Sun is one of our independent directors. Mr. Sun founded Millburn Advisory LLC, a real estate fund manager, in 2018 and has served as its managing partner since then. From 2015 to 2018, Mr. Sun served as the vice chairman of Nan Fung Group’s U.S. businesses to help develop Nan Fung Group’s U.S. real estate business. Mr. Sun served as a director at Deutsche Bank in the structured products department from 1997 to 2003, and as a director at Morgan Stanley in the structured products department from 2003 to 2007. Thereafter, Mr. Sun served as a managing director at Deutsche Bank in the structured products department from 2007 to 2009 and as a managing director at Morgan Stanley in the investment banking department from 2009 to 2014. Prior to joining Deutsche Bank in 1997, he served as a vice president of the capital markets department of Merrill Lynch, where he focused on trading fixed income derivatives. He was employed at Merrill Lynch from 1992 to 1997. Mr. Sun served as a director of Chenghe Acquisition Co. starting in April 2022, and Chenghe Acquisition Co. subsequently changed its name to Semilux International Ltd after its business combination in February 2024. Mr. Sun served as a director at Semilux International Ltd until May 2025. Mr. Sun served as a director of Chenghe Acquisition II Co. from June 2024 to August 2025. Mr. Sun served as a director of Chenghe Acquisition I Co. from October 2023 to January 2025. Mr. Sun graduated with a bachelor’s degree from Ohio State University. We believe Mr. Sun is qualified to serve as a director because of his extensive and relevant business experience across a range of positions, markets, and fields. Qingjian Wang is one of our independent directors. Qingjian Wang has served as a partner at Haiwen & Partners LLP since 2018 and has served as its managing partner since February 2022. In addition, Mr. Wang has served as the sole director of Jabez Capital Limited since June 2020. Mr. Wang has nearly 20 years of legal experience, focusing on investment funds, private equity, and venture capital investments. Before joining Haiwen & Partners LLP, he practiced law at Debevoise & Plimpton from 2016 to 2018 and at O’Melveny & Myers from 2004 to 2016. Mr. Wang earned an LLB degree from Shanghai Fudan University in 2004 and an LLM degree from the University of California, Berkeley in 2009. He is admitted to practice law in Hong Kong and New York and has passed the PRC bar examination. We believe Mr. Wang is qualified to serve as a director due to his extensive legal expertise spanning Hong Kong, the United States, and the PRC, particularly in investment funds, private equity, and venture capital investments. His experience in navigating complex cross-border legal and compliance matters will provide valuable insights and strategic guidance to the company. Ningrong Liu is one of our independent directors. Ningrong Liu has served as an Associate Vice President at The University of Hong Kong since September 2022. Additionally, Mr. Liu has served as an Associate Professor and Assistant Professor at The University of Hong Kong since September 2000 and began serving as a Professor in September 2022. Since July 2010, Mr. Liu has served as a Director at the Institute for China Business at The University of Hong Kong. From July 2015 to August 2022, Mr. Liu served as the Deputy Director of Business and China at The University of Hong Kong School of Professional and Continuing Education. From February 2010 to July 2015, Mr. Liu served as the Associate Director at The University of Hong Kong School of Professional and Continuing Education. Mr. Liu served as an Assistant Director of the Journalism and Media Studies Centre at The University of Hong Kong from April 2000 to September 2000. Mr. Liu earned a Bachelor of Arts in Chinese Language & Literature from Nankai University in 1984, a Master’s of Communications from Indiana University Bloomington in 1995, and a Doctor of Education in Education Management from the University of Bristol in 2007. We believe Mr. Liu is qualified to serve as a director due to his extensive academic and leadership experience, including over two decades of service at The University of Hong Kong in various senior roles, and his broad expertise in education management, business, and communications. 92 Advisory Board We have established an advisory board, the role and functions of which will be determined by the board of directors from time to time. We currently expect our advisory board to, upon the request of the directors, provide its business insights (i) in sourcing potential business combination targets, (ii) when we assess potential business combination targets and (iii) as we work to create additional value in the business or businesses that we acquire. The role of the advisory board is consultative in nature to support our directors and officers in operating our business, and it will not perform managerial board or committee functions. Members of the advisory board will not be subject to the fiduciary requirements to which our board of directors are subject, nor will advisory board members have any internal voting or decision making role, or any authority to act on our behalf. The board of directors is not required to follow any advice, comments or recommendations of the advisory board in relation to the matters described herein. We have not entered into any agreements governing our relationship with any members of our advisory board, and we may modify or expand our roster of advisory board members as we source potential business combination targets or work to create value in the business or businesses that we acquire. Richard Li currently serves on our advisory board and is the chairman of the advisory board. Richard Qi Li has more than two decades of experience in the financial service industry. Until February 2021, Mr. Li had been, from 2017, the Chief Investment Officer and, from 2019, the Chief Operating Officer of China Great Wall AMC (International) Holdings Company Limited and, from 2018, the Chief Executive Officer of Great Wall Pan Asia Asset Management Ltd., both subsidiaries of China Great Wall Asset Management Co. Ltd., a leading asset management company based in China. Mr. Li was previously a managing director and the head of China securities at Goldman Sachs Asia, and a managing director and the head of North Asia capital markets and treasury solutions at Deutsche Bank Hong Kong. Prior to joining Deutsche Bank, Mr. Li worked at Merrill Lynch, the World Bank, and the Ministry of Finance of the PRC. Since April 2021, Mr. Li served as the Chief Executive Officer and director of HH&L Acquisition Co., a New York Stock Exchange-listed blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. From April 2022 to February 2024, he also served as Chairman of Chenghe Acquisition Co., a NASDAQ-listed blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. He also served as the chairman of the advisory board of Chenghe Acquisition I Co. and Chenghe Acquisition II Co. Mr. Li has worked with or advised many financial institutions in Greater China on capital markets activities, sales and trading of fixed income products and structured equities, investment, risk management, and/or building up trading or asset management platforms. His clients or counterparts have included leading sovereign wealth funds (State Administration of Foreign Exchange and China Investment Corporation), large banks (Bank of China, Industrial and Commercial Bank of China, Agricultural Bank of China, China Construction Bank and China Merchants Bank), insurers (China Life, PICC, Ping An Insurance) and asset managers (National Social Security Fund, China Asset Management and Harvest Fund). Mr. Li also advised Shanghai Pudong Development Bank in connection with the formation of a business alliance and the establishment of a credit card joint venture with Citibank in 2002. In addition, Mr. Li’s experience includes investment in Meituan Dianping, one of China’s top-tier e-commerce companies, We Doctor Holdings Limited, one of China’s top-tier online healthcare companies, Biotest AG, a Germany-based blood plasma products marker, and Bio Products Laboratory Ltd., a UK-based plasma biotherapeutics company. He has also been involved, as either an investor or an advisor, in investments in the consumer, energy and real estate sectors in Asia and globally. Mr. Li also has experience leading several significant capital raising transactions. Mr. Li obtained a bachelor’s degree in mathematics and a master’s degree in economics from Nankai University in China and a master of business administration from Columbia Business School. He was also a visiting scholar at Harvard University in 2019. Number, Terms of Office and Election of Officers and Directors Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Kwan Sun, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Ningrong Liu and Qingjian Wang, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Dr. Shibin Wang and Lyle Wang, will expire at the third annual general meeting. 93 Only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by at least 90% of such members as, being entitled to do so, vote in person or by proxy at a general meeting, or by way of unanimous written resolution. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of the initial public offering. Our board of directors has determined that each of Kwan Sun, Qingjian Wang and Ningrong Liu is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee are available on our website. Audit Committee We have established an audit committee of the board of directors. Kwan Sun, Qingjian Wang and Ningrong Liu serve as members, and Kwan Sun serve as the Chairman of the audit committee. Each of Kwan Sun, Qingjian Wang and Ningrong Liu is independent of and unaffiliated with our co-sponsors and our underwriters. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Kwan Sun qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditors’ internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; 94 ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditors, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We have established a compensation committee of the board of directors. Kwan Sun, Qingjian Wang and Ningrong Liu serve as members, and Qingjian Wang serve as the chairman of the compensation committee. Each of Kwan Sun, Qingjian Wang and Ningrong Liu is independent of and unaffiliated with our co-sponsors and our underwriters. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to Cayman Sponsor of $15,000 per month, for up to 18 months, for office space, utilities, and secretarial and administrative services and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 95 Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of the board of directors. Kwan Sun, Qingjian Wang and Ningrong Liu serve as members, and Qingjian Wang serve as the chairman, of the nominating and corporate governance committee. Each of Kwan Sun, Qingjian Wang and Ningrong Liu is independent of and unaffiliated with our co-sponsors and our underwriters. We adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: ● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on its review of the copies of the Section 16(a) reports furnished to us, we believe that all individual filing requirements applicable to a director, officer, or beneficial owner of more than 10% of our common stock were complied with under Section 16(a) of the Exchange Act during the year ended December 31, 2025. Code of Business Conduct Ethics We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to the registration statement filed in connection with our initial public offering. You will be able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NASDAQ rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this filing or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 96 Compensation Recovery and Clawback Policies Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if we are found to have misstated its financial results. We have adopted the Recovery of Erroneously Awarded Compensation Policy (the “Clawback Policy”)in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our board of directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference. Insider Trading Policy The Company has adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, employees, consultants, and contractors and is designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. 97 Mr. Li, currently the sole member of the advisory board, and any future members of the advisory board are not subject to any of the fiduciary duties described above. Other than transactions disclosed herein, Mr. Li has no contractual or other obligations to perform specific duties or avoid conflicts of interest in his capacity as a member of the advisory board. Each of our officers and directors and advisory board members presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer, director or advisory board member is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers, directors or advisory board members becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. In particular, certain members of our management team have served and/or currently serve as officers and directors of other SPACs. As a result, our co-sponsors, officers, and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Members of our management team have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. However, particularly considering that other SPACs of which members of our management have served as officers or directors have either consummated their business combinations or entered into a definitive agreement in relation thereto, we do not believe that the fiduciary duties or contractual obligations of our officers, directors or advisory board members will materially affect our ability to complete our initial business combination. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Position Entity Entity’s Business Affiliation with Entity Shibin Wang Chief Executive Officer and Chairman of the Board Hong Kong Digital Asset Ex Ltd. Digital Asset Exchange Chief Business Officer Lyle Wang Chief Financial Officer and Director Chenghe Group Capital investment Associate Houston Li Chief Operating Officer CBC Securities Capital investment Associate Qingjian Wang Independent director Jabez Capital Unlimited Capital investment Director Currently, Mr. Kwan Sun and Mr. Ningrong Liu do not owe any fiduciary duties, or otherwise have any contractual obligations to any other entity. Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors and advisory board members are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. 98 ● Our initial shareholders purchased founder shares prior to our IPO and purchased private placement units in a transaction that closed simultaneously with the closing of our IPO. Our co-sponsors, officers, directors and advisory board members have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our co-sponsors, officers, directors and advisory board members have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our co-sponsors, officers, directors and advisory board members 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 our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers, directors and advisory board members owns ordinary shares or private units directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our officers and directors and advisory board members may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors or advisory board members, as the case may be, was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our co-sponsors, officers or directors or advisory board members or completing the business combination through a joint venture or other form of shared ownership with our co-sponsors, officers or directors or advisory board members. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our co-sponsors, officers or directors or advisory board members, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Further, commencing on the date on which our securities are first listed on Nasdaq, we will also pay Cayman Sponsor $15,000 per month for office space, utilities, and secretarial and administrative services provided to us pursuant to a services agreement. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our co-sponsors, officers and directors have agreed to vote any ordinary shares owned by them, including founder shares and private placement shares, and any shares purchased during or after the offering in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the proposed business combination). 99 Limitation on Liability and Indemnification of Officers, Directors and Advisory Board Members Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers, directors and advisory board members, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers, directors and advisory board members to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’, officers’ and advisory board members’ liability insurance that insures our officers, directors and advisory board members against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers, directors and advisory board members. Our officers and directors and advisory board members have agreed, and we will require any future member of our advisory board to agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers, directors and advisory board members, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers, directors and advisory board members pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers, directors and advisory board members. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards to our executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards in relation to the disclosure of material non-public information by the Company. 100 Item 11. Executive Compensation None of our officers or directors have received any cash or non-cash compensation for services rendered to us. Commencing on the date that our securities were first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will pay Cayman Sponsor a total of $15,000 per month for office space, administrative and support services. Our co-sponsors, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by us to our initial shareholders, officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 22, 2026, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; ● each of our officers, directors and director nominees that beneficially own ordinary shares; and ● all our officers, directors and director nominees as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. 101 In the table below, the percentage ownership is based on 17,274,667 ordinary shares (which includes ordinary shares that are underlying the units) consisting of (i) 13,058,000 Class A ordinary shares and (ii) 4,216,667 Class B ordinary shares, issued and outstanding as of March 22, 2026. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Annual Report. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Outstanding Ordinary Shares Sponsor, directors and officers Chenghe Investment III Limited (our Cayman sponsor) (2) 2,414,667 (3) 13.98 % Chenghe Investment III LLC (our Delaware sponsor) (4) 2,083,500 (5) 12.06 % Shibin Wang — — Lyle Wang — — Houston Li — — Qingjian Wang — — Kwan Sun — — Ningrong Liu — — All executive directors and officers as a group (six individuals) % Other 5% or greater beneficial owners None (1) Unless otherwise noted, the business address of each of the following is 5 Shenton Way, UIC Building #12-01, Singapore, 068808. (2) Chenghe Investment III Limited, our co-sponsor, is the record holder of the shares reported herein. Richard Li, a member of our advisory board, indirectly owns all outstanding equity interest of Cayman Sponsor and accordingly has voting and investment discretion with respect to the securities held as of record by Cayman Sponsor and may be deemed to have beneficial ownership of the securities held directly by Cayman Sponsor. Each of our officers and directors disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (3) Includes 2,364,667Class B ordinary shares and 50,000 Class A ordinary shares. (4) The record holder of the shares reported herein is Chenghe Investment III LLC, our co-sponsor, of which the manager is Chenghe Investment III Limited, our co-sponsor. Richard Li, a member of our advisory board, indirectly owns all outstanding equity interest of Cayman Sponsor and accordingly has voting and investment discretion with respect to the securities held as of record by Delaware Sponsor and may be deemed to have beneficial ownership of the securities held directly by Delaware Sponsor. (5) Includes 1,852,000 Class B ordinary shares and 231,500 Class A ordinary shares. 102 Our co-sponsors, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws. Our initial shareholders have agreed (a) to vote any insider shares and public shares held by them in favor of any proposed business combination and (b) not to redeem any insider shares or public shares held by them in connection with a shareholder vote to approve a proposed initial business combination. Our initial shareholders beneficially own 26.04% of our issued and outstanding ordinary shares. Because of this ownership block, our co-sponsors may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination. Transfers of Founder Shares and Private Placement Units 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 our 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 our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (b) in the case of the private placement units, the private placement warrants included in the private placement units, and the respective Class A ordinary shares underlying such units and warrants, until 30 days after the completion of our initial business combination except in each case (a) to our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our co-sponsors or to any member of the co-sponsors, any of their affiliates, or any employees of the co-sponsors, any of its affiliates or any of their respective affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or Cayman Sponsor’s memorandum and articles of association, with respect to Cayman Sponsor, or the laws of Delaware or Delaware Sponsor’s certificate of formation, with respect to Delaware Sponsor, or the winding-up and liquidation of our co-sponsors, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided , however , that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. 103 The table below sets forth the material contractual terms of lock-up arrangements between us and our co-sponsors, officers and directors and other affiliates: Lock-up under Letter Agreement with our co-sponsors, officers and directors and other affiliates Lock-up Parties Our initial shareholders and other holders of the subject securities listed above Subject Securities The founder shares, private placement units, private placement shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof Lock-up Period ● In the case of the founder shares, until the earlier of: (i) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property ● In the case of the private placement units, the private placement warrants included in the private placement units, and the respective Class A ordinary shares underlying such units and warrants, until 30 days after the completion of our initial business combination Exceptions The above transfer restrictions are not applicable to transfers of the subject securities (a) to our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our co-sponsors or to any member of the co-sponsors, any of their affiliates, or any employees of the co-sponsors, any of its affiliates or any of their respective affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or Cayman Sponsor’s memorandum and articles of association, with respect to Cayman Sponsor, or the laws of Delaware or Delaware Sponsor’s certificate of formation, with respect to Delaware Sponsor, or the winding-up and liquidation of our co-sponsors, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. The co-sponsors’ membership interests (including the interests held by the non-managing members) are locked up and not transferable because the letter agreement prohibits indirect transfers. 104 While non-managing members will not be a direct party to the letter agreement discussed above, as a result of their ownership of membership interests in Delaware Sponsor, they will be bound by the restrictions set forth above with respect to their allocated founder shares, the private placement units and securities underlying the private placement units (including the restriction on transfer of their membership interests because the letter agreement prohibits indirect transfers). The securities held by Delaware Sponsor are expected to only be distributed directly to the members of the Delaware Sponsor upon the consummation of our initial business combination, provided that such members agree to become subject to the applicable transfer restrictions with respect to such securities, including the letter agreement. Indirect transfers of the securities held by Delaware Sponsor, such as to another member of the Delaware Sponsor or their affiliate, a family member or a new member of the Delaware Sponsor, may be permitted with the prior consent of Cayman Sponsor, the manager of Delaware Sponsor, so long as such transfer complies with the applicable transfer restrictions with respect to such securities to the same extent as the party originally subject to such restrictions. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of our initial public offering, (ii) private placement units, which were issued in a private placement simultaneously with the closing of our initial public offering, private placement shares, private placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) private placement units that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement signed on the effective date of our initial public offering. Pursuant to the registration rights agreement and $1,500,000 of working capital loans are converted into private placement units, we will be obligated to register up to 5,053,667 Class A ordinary shares and 279,000 warrants. The number of Class A ordinary shares includes (i) 4,216,667 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 408,000 Class A ordinary shares underlying the private placement units, (iii) 204,000 Class A ordinary shares underlying the private placement warrants, (iv) 150,000 Class A ordinary shares underlying working capital units and (v) 75,000 Class A ordinary shares underlying the working capital warrants underlying the working capital units. The number of warrants includes 204,000 private placement warrants and 75,000 warrants issued as part of the units upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding the foregoing, BTIG and/or its permitted designees may not exercise their demand and “piggy back” registration rights beyond five and seven years respectively, from the commencement of our initial public offering and may not exercise their demand rights on more than one occasion. Equity Compensation Plans As of December 31, 2025, we had no compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance. Item 13. Certain Relationships and Related Transactions, and Director Independence Securities Held by Our Co-Sponsors On December 5, 2024, Cayman Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering expenses of SPAC in consideration for 4,312,500 founder shares. On June 30, 2025, Cayman Sponsor forfeited for no consideration 95,833 Class B ordinary shares, resulting in 4,216,667 founder shares held by Cayman Sponsor. On June 30, 2025, Cayman Sponsor transferred 1,852,000 founder shares to Delaware Sponsor for $11,112, or $0.006 per share, resulting in Cayman Sponsor holding 2,364,667 founder shares and Delaware Sponsor holding 1,852,000 founder shares. On September 17, 2025, we consummated our IPO of 12,650,000 Public Units. Each Public Unit consists of one Class A Ordinary Share, and one-half of one redeemable Public Warrant, with each Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. Public Units were sold at a price of $10.00 per unit, generating gross proceeds of $126,500,000. Concurrently with the closing of our IPO, the co-sponsors and BTIG, LLC purchased an aggregate of $4,080,000 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $4,080,000. 105 Administrative Services Agreement The Company entered into an agreement with Cayman Sponsor, 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. For the year ended December 31, 2025, the Company incurred $52,500 in fees for these services,. For the period from June 4, 2024 (inception) through December 31, 2024, no fees were incurred for these services. Our co-sponsors, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our co-sponsors, executive officers and directors, or any of their respective affiliates may also be entitled to a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our co-sponsors, officers, directors or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account, including permitted withdrawals. Loans provided by Our Sponsor 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 $300,000 to be used for a portion of the expenses of our IPO. The loan is non-interest bearing, unsecured and shall be payable on the earlier of: (i) December 31, 2026 or (ii) the date on which the Company consummates an initial public offering of its securities. On September 17, 2025, the Company had borrowed $255,487 under the promissory note which has been paid in full by the Company at the closing of our IPO and the borrowings under the promissory note are no longer available. As of December 31, 2025 and 2024, there was no outstanding balance under promissory note. 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 our officers and directors may, but are not obligated to, loan us funds as may be required. 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. The terms of such working capital loans by Cayman Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025 and 2024, the Company had no borrowings under any such working capital loans. Due from Delaware Sponsor On September 17, 2025, the Company transferred $165,000 to the Trust Account representing the aggregate private placement purchase price for 16,500 Private Placement Units purchased by the Delaware Sponsor as a result of the full exercise of the underwriters’ over-allotment option. On September 18, 2025, the Delaware Sponsor returned $165,000 to the Company. Registration Rights Agreement We have entered into a registration rights agreement with respect to the founder shares and private placement units, which is described under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters— Registration Rights.” 106 Policy for Approval of Related Party Transactions The audit committee of our board of directors have adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Item 14. Principal Accounting Fees and Services. The firm of Audit Alliance LLP acts as our independent registered public accounting firm. The following is a summary of fees paid to Audit Alliance LLP for services rendered. Audit Fees . During the year ended December 31, 2025 and for the period from June 4, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $50,000 and $70,000, respectively, for the services Audit Alliance LLP performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees. During the year ended December 31, 2025 and for the period from June 4, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were approximately $25,000 and $0, respectively, for services related to the issuance of consents. Tax Fees . During the year ended December 31, 2025 and for the period from June 4, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were approximately $0 and $0, respectively, for services related to tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2025 and for the period from June 4, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were approximately $136,000 and $0, respectively, for services related to other services and permitted due diligence services related to potential business combination. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 107 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 3487) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from June 4, 2025 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from June 4, 2025 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 4, 2025 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-19 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. 108 CHENGHE ACQUISITION III CO. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 3487 ) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from June 4, 2025 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from June 4, 2025 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 4, 2025 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Chenghe Acquisition III Co. Opinion on the Financial Statements We have audited the accompanying balance sheets of Chenghe Acquisition III Co. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, shareholder’s deficit, and cash flows for the year ended December 31, 2025 and for the period from June 4, 2024 (inception) to December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from June 4, 2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Audit Alliance LLP We have served as the Company’s auditor since 2024. Singapore March 25, 2026 F- 2 CHENGHE ACQUISITION III CO. BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current assets Cash $ 696,825 $ — Prepaid insurance 56,667 — Prepaid expenses 55,058 25,000 Total Current Assets 808,550 25,000 Deferred offering costs — 152,137 Cash held in Trust Account 127,870,085 — Total Assets $ 128,678,635 $ 177,137 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 999 $ 22,172 Accrued offering costs 125,000 152,137 Due to related party 52,500 — Promissory note – related party — 10,420 Total Current Liabilities 178,499 184,729 Deferred underwriting fee 5,060,000 — Total Liabilities 5,238,499 184,729 Commitments Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 12,650,000 shares and none at redemption value of $ 10.11 per share and none as of December 31, 2025 and 2024, respectively 127,870,085 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024, respectively — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 408,000 shares and none issued and outstanding (excluding 12,650,000 and none shares subject to possible redemption) as of December 31, 2025 and 2024, respectively 41 — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 4,216,667 shares issued and outstanding as of December 31, 2025 and 2024 (1) , respectively 422 422 Additional paid-in capital — 24,578 Accumulated deficit ( 4,430,412 ) ( 32,592 ) Total Shareholders’ Deficit ( 4,429,949 ) ( 7,592 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 128,678,635 $ 177,137 (1) On June 30, 2025, Cayman Sponsor forfeited for no consideration 95,833 Class B ordinary shares resulting in 4,216,667 Founder Shares held by Cayman Sponsor including 550,000 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On June 30, 2025, Cayman Sponsor transferred 1,852,000 Founder Shares to Delaware Sponsor, resulting in Cayman Sponsor holding 2,364,667 Founder Shares and Delaware Sponsor holding 1,852,000 Founder Shares. All shares and per share amounts have been retroactively restated. On September 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 550,000 Founder Shares were no longer subject to forfeiture at the time the underwriters exercised their over-allotment option in full (see Note 5). The accompanying notes are an integral part of these financial statements. F- 3 CHENGHE ACQUISITION III CO. STATEMENTS OF OPERATIONS December 31, For the period from June 4, 2024 (Inception) through December 31, 2025 2024 Formation, general, and administrative costs $ 281,678 $ 32,592 Loss from operations ( 281,678 ) ( 32,592 ) Other income: Interest earned on cash held in Trust Account 1,370,085 — Net income (loss) $ 1,088,407 $ ( 32,592 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares 3,766,731 — Basic and diluted net income per share, Class A ordinary shares $ 0.14 $ — Basic and diluted weighted average shares outstanding, Class B ordinary shares (1) 3,825,321 3,666,667 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.14 $ ( 0.01 ) (1) On June 30, 2025, Cayman Sponsor forfeited for no consideration 95,833 Class B ordinary shares resulting in 4,216,667 Founder Shares held by Cayman Sponsor, including 550,000 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On June 30, 2025, Cayman Sponsor transferred 1,852,000 Founder Shares to Delaware Sponsor, resulting in Cayman Sponsor holding 2,364,667 Founder Shares and Delaware Sponsor holding 1,852,000 Founder Shares. All shares and per share amounts have been retroactively restated. On September 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 550,000 Founder Shares were no longer subject to forfeiture at the time the underwriters exercised their over-allotment option in full (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 CHENGHE ACQUISITION III CO. STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM JUNE 4, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Preference Shares Class A Ordinary Shares Class B Ordinary Shares (1) Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance — June 04, 2024 (inception) — $ — — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares (1) — — — — 4,216,667 422 $ 24,578 — 25,000 Net loss — — — — — — — ( 32,592 ) ( 32,592 ) Balance — December 31, 2024 — — — — 4,216,667 422 24,578 ( 32,592 ) ( 7,592 ) Sale of 408,000 Private Placement units — — 408,000 41 — — 4,079,959 — 4,080,000 Fair value of Public Warrants at issuance — — — — — — 1,385,175 — 1,385,175 Allocated value of transaction costs to Public Warrants and Private Placement Units — — — — — — ( 145,042 ) — ( 145,042 ) Accretion for Class A ordinary shares subject to possible redemption — — — — — — ( 5,344,670 ) ( 5,486,227 ) ( 10,830,897 ) Net income — — — — — — — 1,088,407 1,088,407 Balance — December 31, 2025 — $ — 408,000 $ 41 4,216,667 $ 422 $ — $ ( 4,430,412 ) $ ( 4,429,949 ) (1) Includes up to 550,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On September 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 550,000 Founder Shares were no longer subject to forfeiture at the time the underwriters exercised their over-allotment option in full (see Note 5). The accompanying notes are an integral part of these financial statements. F- 5 CHENGHE ACQUISITION III CO. STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the period from June 4, 2024 (Inception) through December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 1,088,407 $ ( 32,592 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Formation, general, and administrative costs paid through promissory note – related party 172,179 10,420 Interest earned on cash held in Trust Account ( 1,370,085 ) — Changes in operating assets and liabilities: Prepaid expenses ( 55,058 ) — Prepaid insurance ( 56,667 ) — Accounts payable and accrued expenses ( 21,173 ) 22,172 Due to related party 52,500 — Net cash used in operating activities ( 189,897 ) — Cash Flows from Investing Activity: Investment of cash into Trust Account ( 126,500,000 ) — Net cash used in investing activity ( 126,500,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 123,970,000 — Proceeds from sale of Private Placement Units 4,080,000 — Repayment of promissory note - related party ( 255,487 ) — Payment of offering costs ( 407,791 ) — Net cash provided by financing activities 127,386,722 — Net Change in Cash 696,825 — Cash – Beginning of Year/Date of incorporation — — Cash – End of Year/Period $ 696,825 $ — Non-cash financing activities: Prepaid expense paid by Sponsor for issuance of Class B ordinary shares $ — $ 25,000 Deferred offering costs included in accrued offering costs $ 125,000 $ 152,137 Deferred offering costs paid through promissory note – related party $ 72,888 $ — Deferred offering costs paid through prepaid expenses $ 25,000 $ — Accretion of Class A ordinary shares to redemption value $ 10,830,897 $ — Deferred underwriting fee payable $ 5,060,000 $ — The accompanying notes are an integral part of these financial statements. F- 6 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 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 June 4, 2024 . The Company was incorporated 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”). The Company has not selected any potential initial Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 4, 2024 (inception) through December 31, 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 12,650,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), 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 . Each Unit consists of one Public Share and one-half of one redeemable warrant (the “Public Warrants”) as discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 408,000 units (the “Private Placement Units”), which includes 33,000 Private Placement Units issued to the underwriter and Delaware Sponsor (as defined below) 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 . Each Private Placement Unit is identical to the Units sold in the Initial Public offering, except as described in Note 4. 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 408,000 Private Placement Units, Cayman Sponsor purchased 50,000 Private Placement Units, Delaware Sponsor purchased 231,500 Private Placement Units (including 16,500 Private Placement Units as a result of the exercise of the underwriters’ over-allotment option in full), and BTIG purchased 126,500 Private Placement Units (including 16,500 Private Placement Units as a result of the exercise of the underwriters’ over-allotment option in full) as discussed in Note 4. 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. 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 80 % of the value of the Trust Account (defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for such initial Business Combination. However, the Company will only complete an initial Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There can be no assurance that the Company will be able to successfully effect an initial Business Combination. F- 7 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Following the closing of the Initial Public Offering, on September 17, 2025, $ 126,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the trust account (the “Trust Account”), with Odyssey Transfer and Trust Company acting as trustee. The funds, initially to be held in cash, including demand deposit accounts at a bank, may only be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to permitted withdrawals, the proceeds from the Initial Public Offering and the sale of Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete its initial Business Combination within the Completion Window (as defined below), subject to applicable law, and (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. 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 two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of permitted withdrawals) divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. 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 12,650,000 Class A ordinary shares sold as part of the units in the offering were issued with other freestanding instruments (i.e., warrants), the initial carrying value of Class A ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. F- 8 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company has 18 months from the closing of the Initial Public Offering (or such other time period in which the Company must consummate an initial Business Combination pursuant to an amendment to the Company’s amended and restated memorandum and articles of association) (the “Completion Window”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Completion Window, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Completion Window. 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. 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. 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) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per public share due to reductions in the value of the trust assets, less permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the co-sponsors to reserve for such indemnification obligations, nor has the Company independently verified whether the co-sponsors have sufficient funds to satisfy its indemnity obligations and the Company believes that the co-sponsors’ only assets are securities of the Company. The co-sponsors may not be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $ 10.00 per public share. In such event, the Company may not be able to complete its initial Business Combination, and shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. F- 9 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had cash of $ 696,825 , accumulated deficit of $ 4,430,412 , shareholders’ deficit of $ 4,429,949 . For the year ended December 31, 2025, net cash used in operating activities was $ 189,897 . The Company intends 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 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 will 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 $ 1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity 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 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 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 financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. 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. F- 10 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 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 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 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 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 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 $ 696,825 and $0 in cash as of December 31, 2025 and 2024, respectively. The Company had no cash equivalents as of December 31, 2025 and 2024. Cash held in Trust Account As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 127,870,085 and $0 , respectively, were held in cash. 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 $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 $ 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. F- 11 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 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 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 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 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 December 31, 2025 and 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 zero for the period presented. 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, none of the tax provisions are expected to have a significant impact on the Company’s financial statement. F- 12 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 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 December 31, 2025 and 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 sheets. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds upon Initial Public Offering $ 126,500,000 Less: Proceeds allocated to Public Warrants ( 1,385,175 ) Class A ordinary shares issuance costs ( 8,075,637 ) Plus: Remeasurement of carrying value to redemption value 10,830,897 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 127,870,085 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 6,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because in the calculation of diluted income (loss) per share, their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income per share for the year ended December 31, 2025 and for the period from June 4, 2024 (inception) through December 31, 2024. All accretions associated with the redeemable Class A ordinary shares are excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts): For the period from June 4, 2024 For the Year Ended (Inception) through December 31, 2025 December 31, 2024 Class A Class B Class A Class B Basic and diluted net income (loss) per Ordinary Share Numerator: Allocation of net income (loss), as adjusted $ 540,004 $ 548,403 $ — $ ( 32,592 ) Denominator: Weighted average Ordinary Shares outstanding 3,766,731 3,825,321 — 3,666,667 Basic and diluted net income (loss) per Ordinary Share $ 0.14 $ 0.14 $ — $ ( 0.01 ) F- 13 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Recent Accounting Standards 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 financial statements. NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering on September 17, 2025, the Company sold 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 a purchase price of $ 10.00 per Unit. Each Unit had a price of $ 10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. 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 $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination and (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 Class A ordinary shares for cash, securities or other property and (b) in the case of the Private Placement Units, the private placement shares, the Private Placement Warrants included in the Private Placement Units, and the respective Class A ordinary shares underlying such warrants, until 30 days after the completion of the initial Business Combination, except to permitted transferees. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Cayman Sponsor purchased an aggregate of 50,000 Private Placement Units, and Delaware Sponsor purchased an aggregate of 231,500 Private Placement Units (including 16,500 Private Placement Units as a result of the exercise of the underwriters’ over-allotment option in full). Collectively, the co-sponsors purchased an aggregate of 281,500 Private Placement Units at a price of $ 10.00 per unit, for an aggregate purchase price of $ 2,815,000 . BTIG, the representative of the underwriters purchased an aggregate of 126,500 Private Placement Units (including 16,500 Private Placement Units as a result of the exercise of the underwriters’ over-allotment option in full) at a price of $ 10.00 per unit, for an aggregate purchase price of $ 1,265,000 . Collectively, the co-sponsors and BTIG purchased an aggregate of 408,000 Private Placement Units for an aggregate purchase price of $ 4,080,000 . Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except as described below. 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 (except, among other limited exceptions as described in Note 3). NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 5, 2024, Cayman Sponsor paid $ 25,000 , or approximately $ 0.006 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 4,312,500 Class B ordinary shares (the “Founder Shares”) at $ 0.0001 par value. On June 30, 2025, Cayman Sponsor forfeited for no consideration 95,833 Class B ordinary shares resulting in 4,216,667 Founder Shares held by Cayman Sponsor. On June 30, 2025, Cayman Sponsor transferred 1,852,000 Founder Shares to Delaware Sponsor, resulting in Cayman Sponsor holding 2,364,667 Founder Shares and Delaware Sponsor holding 1,852,000 Founder Shares. All shares and per share amounts have been retroactively restated. Collectively, 550,000 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On September 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 550,000 Founder Shares were no longer subject to forfeiture at the time the underwriters exercised their over-allotment option in full. F- 14 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 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 $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination, the Founder Shares will be released from the Lock-up. 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 $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and shall be payable on the earlier of: (i) December 31, 2026 or (ii) the date on which the Company consummates an Initial Public Offering of its securities. On September 17, 2025, the Company had borrowed $ 255,487 under the promissory note which has been paid in full by the Company at the closing of the Initial Public Offering and the borrowings under the promissory note are no longer available. As of December 31, 2025 and 2024, there is no outstanding balance under promissory note – related party. 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 $ 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. The terms of such Working Capital Loans by Cayman Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025 and 2024, the Company had no borrowings under any such Working Capital Loans. Administrative Service The Company entered into an agreement with Cayman Sponsor, 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. For the year ended December 31, 2025, the Company incurred $ 52,500 in fees for these services, of which such amount is included in due to related party in the accompanying balance sheets. For the period from June 4, 2024 (inception) through December 31, 2024, no fees were incurred for these services. Due from Delaware Sponsor On September 17, 2025, the Company transferred $ 165,000 to the Trust Account representing the aggregate private placement purchase price for 16,500 Private Placement Units purchased by the Delaware Sponsor as a result of the full exercise of the underwriters’ over-allotment option. Immediately after the Initial Public Offering, on September 18, 2025, the Delaware Sponsor returned $ 165,000 to the Company. 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. F- 15 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Underwriting Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 1,650,000 Units to cover over-allotments, if any. On September 17, 2025, the underwriters elected to fully exercise their over-allotment option to purchase the additional 1,650,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to underwriting commission of two percent ( 2.0 %) or $ 2,530,000 in the aggregate (“Up Front Fee”) paid in cash at the closing of the Initial Public Offering. Additionally, the underwriters were entitled to four percent ( 4.0 %) of gross proceeds of the Initial Public Offering, or up to $ 5,060,000 in the aggregate (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. 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 180 days immediately following the commencement of sales of the Initial Public Offering except to any member participating in the Initial Public Offering and the officers or partners, registered persons or affiliates thereof or as otherwise permitted by FINRA Rule 5110(e)(2). In addition, for as long as the private warrants underlying the Private Placement Units are held by BTIG and/or its permitted designees, they may not be exercised after five years from the commencement of sales of the Initial Public Offering. Notwithstanding the foregoing, BTIG and/or its permitted designees may not exercise their demand and “piggyback” registration rights beyond five (5) and seven (7) years, respectively, from the commencement of sales of the Initial Public Offering and may not exercise their demand rights on more than one occasion. NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share. At December 31, 2025 and 2024, there were 408,000 Class A ordinary shares and none issued or outstanding, excluding 12,650,000 and none Class A ordinary shares subject to possible redemption presented in temporary equity, respectively. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at $ 0.0001 par value. At December 31, 2025 and 2024, there were 4,216,667 Class B ordinary shares issued or outstanding. On September 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 550,000 Founder Shares were no longer subject to forfeiture at the time the underwriters exercised their over-allotment option in full. 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 25 % of the total number of Class A ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Company’s co-sponsors, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. F- 16 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. Approval of certain actions will require a special resolution under the Company’s amended and restated memorandum and articles of association and Cayman Islands law, which is a resolution passed by a majority of at least two-thirds of the shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the Company and includes a unanimous written resolution, and pursuant to the Company’s amended and restated memorandum and articles of association such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50 % of the shares voted for the appointment of directors can elect all of the directors. However, only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to the completion of the Company’s initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of the initial Business Combination. Warrants — As of December 31, 2025, there were 6,325,000 Public Warrants and 204,000 Private Placement Warrants issued or outstanding. As of December 31, 2024, no warrants were outstanding. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation., provided that, the private warrants issued to BTIG will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the Initial Public Offering forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. F- 17 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company send to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted). 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. 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 $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) of the Class A ordinary shares is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. 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 30 days after the completion of the initial Business Combination (except, among other limited exceptions as described in Note 3, to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Units). The Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the Units in the Initial Public Offering. 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. At December 31, 2025, assets held in the Trust Account were comprised of $ 127,870,085 in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2024, there were no assets held in the Trust Account. F- 18 CHENGHE ACQUISITION III CO. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2025 December 31, 2024 Assets: Cash held in Trust Account 1 $ 127,870,085 $ — The fair value of the Public Warrants issued in the Initial Public Offering is $ 1,385,175 , or $ 0.219 per Public Warrant. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants issued in the Initial Public Offering: September 17, 2025 Volatility 7.2 % Risk-free rate 3.52 % Share price $ 9.89 Weighted term (in years) 2.45 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 Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the statement of operations as net income. The measure of segment assets is reported on the 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: December 31, December 31, 2025 2024 Cash $ 696,825 $ — Cash held in Trust Account $ 127,870,085 $ — For the Year Ended December, For the period from June 4, 2024 (inception) through December 31, 2025 2024 Formation, general, and administrative costs $ 281,678 $ 32,592 Interest earned on cash held in Trust Account $ 1,370,085 $ — General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure that enough capital is available to complete an Initial Public Offering and eventually a Business Combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements. F- 19 Exhibit No. Description 1.1 Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 3.1 Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 4.1 Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025) 4.2 Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025) 4.3 Specimen Warrant Certificate (incorporated herein by reference to Exhibit 4.3 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025) 4.5* Description of Securities 10.1 Private Placement Units Purchase Agreement, dated September 15, 2025 by and between the Company and Chenghe Investment III Limited (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.1 Private Placement Units Purchase Agreement, dated September 15, 2025 by and between the Company and Chenghe Investment III LLC (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.1 Private Placement Units Purchase Agreement, dated September 15, 2025 by and between the Company and BTIG, LLC. (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.2 Investment Management Trust Agreement, dated September 15, 2025, by and between the Company and Odyssey Transfer & Trust Company, as trustee. (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.3 Registration Rights Agreement, dated September 15, 2025, by and among the Company, Chenghe Investment III Limited, Chenghe Investment III LLC and the Holders signatories thereto. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.4 Letter Agreement, dated September 15, 2025, by and among the Company, its executive officers, its directors, Chenghe Investment III LLC and Chenghe Investment III Limited. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.5 Administrative Support Agreement, dated September 15, 2025, between the Company and Chenghe Investment III Limited (incorporated herein by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025) 10.10 Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.9 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025) 14.1 Code of Ethics (incorporated herein by reference to Exhibit 14 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025) 19.1* Insider Trading Policy 31.1* Certification of the Registrant’s Chief Executive Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Registrant’s Principal Financial Officer Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of the Registrant’s Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of the Registrant’s Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Recovery of Erroneously Awarded Compensation Policy (incorporated herein by reference to Exhibit 99.7 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025.) 99.1 Audit Committee Charter (incorporated herein by reference to Exhibit 99.1 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025.) 99.2 Compensation Committee Charter (incorporated herein by reference to Exhibit 99.2 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025.) 99.3 Nominating Committee Charter (incorporated herein by reference to Exhibit 99.3 of Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-288524), filed with the SEC on September 9, 2025.) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary Omitted at our company’s option. 109 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 25, 2026. CHENGHE ACQUISITION III CO. By: /s/ Shibin Wang Name: Shibin Wang Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacity on March 25, 2026. Name Position /s/ Shibin Wang Chairman and Chief Executive Officer Shibin Wang (principal executive officer) /s/ Lyle Wang Chief Financial Officer and Director Lyle Wang (principal accounting officer and principal financial officer) /s/ Houston Li Chief Operating Officer Houston Li /s/ Kwan Sun Independent Director Kwan Sun /s/ Ningrong Liu Independent Director Ningrong Liu /s/ Qingjian Wang Independent Director Qingjian Wang 110