Chenghe Acquisition III Co. 10-K

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities (a) Market Information Our units, Class A ordinary shares and warrants are each traded on NASDAQ under the symbols “CHECU,” “CHEC” and “CHECW,” respectively. Our units commenced public trading on September 17, 2025. Our Class A ordinary shares and warrants comprising the units began separate trading on November 11, 2025. (b) Holders Although there are a larger number of beneficial owners, as of March 22, 2026, there was one holder of record of our Public Units , three holders of record of our Private Placement Units, one holder of record of our Class A common stock, two holder of record of our Founder Shares, and one holder of record of our Public Warrants. (c) Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph Not applicable. 85 (f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales On December 5, 2024, we issued 4,312,500 founder shares to Cayman Sponsor for $25,000. On September 17, 2025, concurrently with the closing of the IPO, our co-sponsors and the underwriter purchased an aggregate of $4,080,000 SPAC Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $4,080,000. Of those 408,000 Private Placement Units, the co-sponsors purchased 281,500 Private Placement Units and the Underwriter purchased 126,500 Private Placement Units. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Use of Proceeds Of the proceeds we received from the IPO and the exercise of over-allotment option by underwriters as well as the sale of the private placement units, a total of $126,500,000, including $5,060,000 of deferred underwriting commissions and after deducting of the other underwriting commissions and expenses for the IPO, was placed in the trust account with Odyssey Transfer & Trust Company acting as trustee. There has been no material change in the planned use of proceeds from such use as described in our prospectus filed with the SEC on September 17, 2025 pursuant to Rule 424b(4). (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved] 86