S-1/A: Chenghe Acquisition III Co. Files S-1/A for $110M IPO

Sentiment:

Initial Public Offering Registration Statement Amendment 25 July 2025 10:53 PM

📋All filings for Chenghe Acquisition Iii CO

Chenghe Acquisition III Co., a blank check company, filed an amended S-1 registration statement for its initial public offering of 11 million units at $10.00 per unit, targeting Asian markets.

Capital raiseThe filing is for an initial public offering (IPO) of 11,000,000 units at $10.00 per unit, aiming to raise $110,000,000.Co-sponsors and BTIG, LLC have committed to purchase an aggregate of 375,000 private placement units at $10.00 per unit, totaling $3,750,000.The company may seek additional financing (equity or convertible debt issuances, or loans) to complete its initial business combination if the transaction requires more cash than available from the trust account or due to significant redemptions.Working capital loans of up to $1,500,000 from Cayman Sponsor or affiliates may be convertible into units of the post-business combination entity at $10.00 per unit.

Worse than expectedThe company has a working capital deficit of $357,935 and a net loss of $19,632 as of March 31, 2025, indicating a negative financial position prior to the IPO.The immediate and substantial dilution of approximately 109.00% to public shareholders from the nominal price paid for founder shares is a significant negative financial outcome for new investors.The historical performance of prior SPACs sponsored by Chenghe Group (SELX at $1.18, KBSX at $1.72, and Chenghe Acquisition II Co. with 94.7% redemptions) suggests a pattern of significant post-combination share price decline and high shareholder redemptions, which is worse than typical investor expectations for successful SPAC outcomes.

Summary

Chenghe Acquisition III Co. is a newly incorporated Cayman Islands exempted company formed as a blank check company to effect a business combination with one or more businesses or entities.
The company intends to offer 11,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half of one redeemable warrant.
Each whole warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, exercisable 30 days after the initial business combination and expiring five years thereafter.
The underwriters have a 45-day option to purchase up to 1,650,000 additional units to cover over-allotments.
Co-sponsors (Cayman Sponsor and Delaware Sponsor) and BTIG, LLC have committed to purchase an aggregate of 375,000 private placement units at $10.00 per unit, totaling $3,750,000, simultaneously with the offering.
Approximately $110,000,000 (or $126,500,000 if the over-allotment option is fully exercised) from the offering and private placement will be deposited into a trust account.
The company has 18 months from the closing of the offering to consummate an initial business combination, or it will redeem 100% of public shares.
As of March 31, 2025, the company had a working capital deficit of $357,935 and a net loss of $19,632 for the three months ended March 31, 2025.
Founder shares, acquired by Cayman Sponsor for a nominal price of approximately $0.006 per share, represent approximately 25% of outstanding shares post-offering (assuming no over-allotment exercise and excluding private placement shares).
The company's management team has extensive experience in financial services and prior SPAC transactions, with a focus on Asian markets or global companies with an Asia presence.

Sentiment

Score: 3

Explanation: The sentiment is low due to significant immediate dilution, a history of poor post-combination performance and high redemptions in prior SPACs by the same sponsor, and substantial regulatory and geopolitical risks associated with targeting companies in China/Hong Kong. While management experience is a positive, the inherent risks and past outcomes outweigh it.

Positives

The management team has over two decades of experience in structured financial products, cross-border financing, and capital markets, with a strong network in Asia-Pacific.
The company is led by a seasoned team with a demonstrated track record in sponsoring and leading multiple U.S.-listed SPACs (Chenghe Acquisition Co., Chenghe Acquisition I Co., Chenghe Acquisition II Co.).
The business strategy focuses on growing companies in Asian markets or global businesses with an Asia presence, leveraging the management's deep regional connectivity and expertise.
The company aims to identify 'public ready' companies with strong fundamentals and growth potential, benefiting from the robust and expanding e-commerce and consumer markets in Asia.
The SPAC structure, with units containing one-half of one warrant, is designed to reduce the dilutive effect of warrants compared to other SPACs, potentially making it a more attractive business combination partner.

Negatives

Public shareholders will incur immediate and substantial dilution of approximately 109.00% due to the nominal price paid by co-sponsors for founder shares.
The co-sponsors and management team have a significant economic incentive to complete a business combination, even if it is with a riskier or less-established target, as their founder shares would otherwise expire worthless.
The company has no operating history or revenues to date, and its ability to achieve its business objective is uncertain.
The company's financial condition is currently unattractive, with a working capital deficit of $357,935 and a net loss of $19,632 as of March 31, 2025.
The company may only be able to complete one business combination, leading to a lack of diversification and dependence on a single business's performance.
The absence of a specified maximum redemption threshold means a business combination could be completed even if a substantial majority of public shareholders do not agree with it.
The company may issue additional shares or incur substantial debt to complete a business combination, which could further dilute public shareholders or adversely affect financial condition.

Risks

The company is a blank check company with no operating history or revenues, providing no basis to evaluate its ability to achieve its business objective.
Shareholders may not have an opportunity to vote on the proposed initial business combination, and even if a vote is held, founder share holders' participation increases the likelihood of approval regardless of public shareholder support.
The redemption of public shares for cash may make the company's financial condition unattractive to potential targets, hindering the ability to find a suitable business combination.
Recent increases in inflation and interest rates, and changes in global trade policies (tariffs, restrictions), could make it more difficult to consummate an initial business combination.
Military or other conflicts (e.g., Russia-Ukraine, Israel-Hamas) may lead to increased market volatility or affect potential target companies, complicating business combinations.
A U.S. federal share repurchase excise tax (1% or potentially 4%) could be imposed on redemptions if the company domesticates to a U.S. corporation, reducing cash available for redemptions or target contributions.
Changes in the market for directors and officers liability insurance could increase costs and make it harder to complete a business combination.
The company may not be able to complete its initial business combination within the 18-month completion window, leading to liquidation and worthless warrants.
Adverse developments in the financial services industry could impair the value of assets in the trust account, as cash held may exceed FDIC insurance limits.
The company's ties to Hong Kong and/or China (most directors/officers are Chinese citizens residing in Hong Kong) expose it to significant legal and operational risks from the Chinese government's intervention, influence, and rapidly changing policies/regulations.
If the target company is a PRC Target Company, the combined entity may face risks related to regulatory approvals, offshore offerings, anti-monopoly actions, cybersecurity, and data privacy, potentially leading to delisting or significant value decline.
Uncertainties in the interpretation and enforcement of PRC laws and regulations, including those related to VIE structures and foreign exchange controls, could limit legal protection and restrict cash transfers.
U.S. laws like the HFCAA could prohibit trading of securities if the auditor cannot be fully inspected by the PCAOB, leading to delisting.
The company's ties to Hong Kong/PRC may make it a less attractive partner to non-PRC/non-Hong Kong based target companies, limiting the pool of acquisition candidates.
The company may be deemed an investment company under the Investment Company Act, leading to burdensome compliance requirements and restricted activities.
The anti-dilution provisions for founder shares mean that additional Class A ordinary shares issued in connection with a business combination would be disproportionately dilutive to public shareholders.
The company may issue shares to investors in connection with a business combination at a price less than the prevailing market price, causing further dilution.
The company's warrant agreement designates New York courts as the exclusive forum for certain disputes, potentially limiting warrant holders' ability to choose a favorable judicial forum.
The determination of the offering price and terms is more arbitrary than for an operating company, as there is no prior public market for the securities.
The company may reincorporate in another jurisdiction, which could result in taxes for shareholders or warrant holders.
After a business combination, a majority of directors and officers may live outside the U.S., and assets may be located outside the U.S., making it difficult for investors to enforce legal rights under U.S. federal securities laws.

Future Outlook

The company intends to focus its search for a business combination on growing companies in Asian markets or global companies with a presence or focus in Asia. It anticipates many well-prepared companies that delayed 2024 IPO plans may pursue a go-public strategy in 2025 or 2026, driven by growth in consumer and e-commerce verticals in Asia-Pacific. The company expects to incur increased expenses as a public company and for due diligence, with liquidity needs to be met by offering proceeds and potential working capital loans from sponsors.

Management Comments

Our management team has extensive experience and deep networks both globally and within the Asia-Pacific region, and we believe we are well positioned to effectively source and evaluate promising investment opportunities that can benefit from the expertise and capabilities of our management team to create long-term shareholder value.
We believe that through the networks and relationships of our management and board, along with the financial and deal expertise, and the sourcing, valuation, diligence and execution capabilities of our leadership team and Chenghe Group, we will have a significant pipeline of differentiated opportunities which are ready to go public.
We anticipate that many of these well-prepared and public ready companies, which delayed 2024 IPO plans, may choose to pursue a go-public strategy in 2025 or 2026.
We believe that our teams track record of identifying, sourcing and advising on transactions positions us well to appropriately evaluate potential business combinations that have a strong potential to be well received by the public markets.
We believe that our teams combined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis.

Industry Context

The company operates as a Special Purpose Acquisition Company (SPAC) in a challenging global IPO market, particularly in Asia-Pacific, which saw its lowest IPO activity in 11 years in 2024. Despite this, cross-border listings increased by 53% year-over-year in 2024, with Greater China and Singapore leading U.S. international listings. The company aims to capitalize on the expected uptick in new issuances in 2025-2026, focusing on the rapidly growing consumer and e-commerce markets in Asia, driven by increasing internet penetration and smart home adoption. This strategy positions the company to leverage regional growth trends while navigating a competitive SPAC landscape where attractive targets may be scarcer.

Comparison to Industry Standards

Chenghe Acquisition Co. (Nasdaq: CHEA) completed its IPO in May 2022 and business combination in February 2024 with Taiwan Color Optics, Inc. (SELX), which traded at $1.18 as of July 23, 2025, indicating significant post-combination share price decline and high redemption rates (26.6% for extension, 47.9% for business combination approval).
Chenghe Acquisition I Co. (Nasdaq: LATG, later KBSX) completed its business combination with Femco Steel Technology Co. Ltd. (FST) in January 2025. KBSX traded at $1.72 as of July 23, 2025, also indicating significant post-combination share price decline and high redemption rates (56.9% for first extension, 29.6% for second extension, 10.3% for third extension, 38.2% for business combination approval).
Chenghe Acquisition II Co. (NYSE: CHEB.U) completed its IPO in June 2024 and entered a business combination agreement with Polibeli Group Ltd. in September 2024. As of May 28, 2025, 94.7% of public shares were redeemed in connection with the business combination approval, indicating extremely high redemption rates compared to industry averages for SPACs.
The company's founder share dilution (approximately 109.00% immediate dilution to public shareholders) is a common feature of SPACs but is substantial, similar to or potentially higher than other SPACs where founders acquire shares at a nominal price.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The board of directors will consist of five members and will be divided into three classes (Class I, Class II, Class III), with only one class appointed each year for a three-year term. This staggered board structure may inhibit takeovers.	Upon effectiveness of registration statement	This structure can make it more difficult for shareholders to change a majority of the board in a single election, potentially entrenching current management.
Director Appointment Voting Rights	Prior to the closing of a business combination, only holders of Class B ordinary shares (founder shares) will have the right to elect and remove all directors. Holders of Class A ordinary shares (public shares) will not have this right during this period.	Upon effectiveness of registration statement	This grants significant control to the co-sponsors and initial shareholders over board composition before a business combination, potentially aligning board decisions with their interests, which may differ from public shareholders.
Exclusive Jurisdiction and Forum	The amended and restated memorandum and articles of association designate Cayman Islands courts as the exclusive forum for certain disputes related to shareholding, and New York courts for warrant agreement disputes (excluding Exchange Act claims).	Upon effectiveness of registration statement	This may limit shareholders' ability to bring claims in their preferred judicial forum, potentially increasing costs and discouraging lawsuits against the company or its management.
Code of Business Conduct and Ethics	The company will adopt a Code of Business Conduct and Ethics applicable to directors, officers, and employees, promoting ethical conduct, compliance, and disclosure standards.	Prior to consummation of the offering	Aims to ensure high standards of integrity, compliance with laws, and proper financial reporting, which is a positive for corporate governance.
Audit Committee Establishment	An Audit Committee will be established, composed of three independent directors, with responsibilities including oversight of financial statements, compliance, and independent auditor qualifications.	Upon effectiveness of registration statement	Enhances financial oversight and internal controls, aligning with Nasdaq listing standards and SEC rules, which is beneficial for investor confidence.
Compensation Committee Establishment	A Compensation Committee will be established, composed of independent directors, responsible for executive compensation and incentive plans.	Upon effectiveness of registration statement	Provides independent oversight of executive compensation, aiming to align incentives with company performance and shareholder interests.
Nominating and Corporate Governance Committee Establishment	A Nominating and Corporate Governance Committee will be established, composed of independent directors, responsible for director nominations and corporate governance guidelines.	Upon effectiveness of registration statement	Ensures a structured approach to board composition and governance practices, promoting accountability and best practices.
Related Person Transactions Policy	The audit committee will adopt a policy for the review and approval or ratification of related party transactions exceeding certain thresholds.	Prior to consummation of the offering	Aims to mitigate potential conflicts of interest arising from transactions with related parties, enhancing transparency and protecting shareholder interests.

Related Party Transactions

Cayman Sponsor paid $25,000 for 4,312,500 founder shares (Class B ordinary shares) on December 5, 2024, at approximately $0.006 per share.
On June 30, 2025, Cayman Sponsor forfeited 95,833 Class B ordinary shares for no consideration.
On June 30, 2025, Cayman Sponsor transferred 1,852,000 founder shares to Delaware Sponsor for $11,112 (approximately $0.006 per share).
Co-sponsors (Cayman Sponsor and Delaware Sponsor) have committed to purchase an aggregate of 265,000 private placement units at $10.00 per unit, totaling $2,650,000, simultaneously with the IPO.
The company will pay Cayman Sponsor $15,000 per month for office space, secretarial, and administrative services, commencing on the Nasdaq listing date until business combination or liquidation.
Cayman Sponsor loaned the company up to $300,000 for offering-related and organizational expenses, which will be repaid upon the closing of the offering.
Cayman Sponsor or its affiliates or certain officers/directors may loan the company up to $1,500,000 for working capital, convertible into private placement-equivalent units at $10.00 per unit.
CBC Securities, Inc., an affiliate of Cayman Sponsor and Delaware Sponsor, is acting as a co-manager and underwriter, receiving a $50,000 structuring services fee and an estimated $2,000 in underwriting commissions.
The company may engage CBC Securities for financial advisory services in connection with the initial business combination, with fees potentially contingent on completion and payable in non-cash forms.
Houston Li, the company's COO, is the son of Richard Li (Chairman of the Advisory Board and controlling shareholder of Cayman Sponsor) and an associate at CBC Securities.

Stakeholder Impact

**Shareholders (Public)**: Will experience immediate and substantial dilution (approx. 109.00%) due to founder shares purchased at a nominal price. Their redemption rights are subject to limitations and conditions. They bear the risk of the company failing to complete a business combination within 18 months, leading to liquidation and worthless warrants. They may also face further dilution if additional equity is issued for a business combination.
**Shareholders (Initial/Co-Sponsors)**: Benefit significantly from the low purchase price of founder shares, potentially making substantial profits even if the public shares decline. They have significant control over the company's direction and board appointments prior to a business combination. They waive redemption rights for their founder and private placement shares, aligning their interests with completing a business combination.
**Management Team**: Has strong economic incentives to complete a business combination due to their founder share ownership. Their time allocation to other businesses could create conflicts of interest. They are reimbursed for out-of-pocket expenses and may receive compensation post-business combination.
**Underwriters (BTIG, CBC Securities)**: Receive upfront and deferred underwriting commissions, with deferred commissions contingent on the completion of a business combination, creating an incentive for transaction completion. CBC Securities, as a related party, also receives a structuring fee.
**Potential Target Businesses**: The company's structure and management's experience in Asia may make it an attractive partner, but high public shareholder redemption rates in prior SPACs by the same sponsor could make the company less appealing due to reduced available cash. PRC-based targets face significant regulatory and geopolitical risks.

Next Steps

Complete the initial public offering and list units on Nasdaq under the symbol CHECU.
Begin the process of identifying and evaluating potential business combination targets, focusing on growing companies in Asian markets or global companies with an Asia presence.
File a Current Report on Form 8-K including an audited balance sheet reflecting receipt of gross proceeds from the offering and private placement.
Separate trading of Class A ordinary shares (CHEC) and warrants (CHECW) is expected to begin on the 52nd day following the prospectus date, subject to conditions.
Consummate an initial business combination within 18 months from the closing of the offering, or liquidate the trust account and redeem public shares.

Key Dates

Date	Description
2002	Richard Li advised Shanghai Pudong Development Bank on forming a business alliance and credit card joint venture with Citibank.
2003	Dr. Shibin Wang worked at China Development Bank managing a fixed-income portfolio until 2008.
2004	Qingjian Wang earned an LLB degree from Shanghai Fudan University.
2004	Qingjian Wang practiced law at O'Melveny & Myers until 2016.
2007	Ningrong Liu earned a Doctor of Education from the University of Bristol.
2008	Dr. Shibin Wang worked at FICC Goldman Sachs until 2010.
2008-08-01	PRC Antitrust Law became effective.
2009	Qingjian Wang earned an LLM degree from the University of California, Berkeley.
2010	Dr. Shibin Wang was an executive director and head of China structure solutions at Deutsche Bank Hong Kong until 2016.
2010-07	Ningrong Liu served as a Director at the Institute for China Business at the University of Hong Kong.
2015-02-03	State Administration of Taxation issued SAT Circular 7 on indirect transfers of assets by non-PRC resident enterprises.
2015-06-01	SAFE Circular 19 became effective, regulating the flow and use of RMB capital converted from foreign currency-denominated registered capital of foreign-invested companies.
2016	Dr. Shibin Wang served Oriental Patron Financial Group as chief marketing officer until 2018.
2016-06-09	SAFE Circular 16 became effective, reiterating rules from Circular 19 on foreign exchange settlement management.
2017	Richard Li served as Chief Investment Officer of China Great Wall AMC (International) Holdings Company Limited until 2021.
2017-10-17	State Administration of Taxation issued SAT Circular 37 on withholding income tax of non-resident enterprises at source.
2018	Richard Li became Chief Executive Officer of Great Wall Pan Asia Asset Management Ltd. until 2021.
2018	Dr. Shibin Wang advised the Intelligent Investment Chain Foundation on funding and ecosystem development.
2018	Kwan Sun founded Millburn Advisory LLC.
2019-01	The International Tax Co-operation (Economic Substance) Act (Revised) came into force in the Cayman Islands.
2019	Richard Li was a visiting scholar at Harvard University.
2019-04	Dr. Shibin Wang served as Chief Business Officer and board member of HKbitEX.
2020-01-01	The Foreign Investment Law took effect in China.
2020-06	Qingjian Wang served as the sole director of Jabez Capital Limited.
2020-07	The Special Administrative Measures (Negative List) for the Access of Foreign Investment (Edition 2020) took effect.
2020-12-18	The HFCAA (Holding Foreign Companies Accountable Act) was enacted.
2020-12-19	NDRC and MOFCOM jointly issued the Measures for the Security Review of Foreign Investments (FISR Measures), effective January 18, 2021.
2021-07-06	Opinions on Severe and Lawful Crackdown on Illegal Securities Activities were made public by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council.
2021-07-10	CAC published the Circular on Seeking Comments on Cybersecurity Review Measures (Revised Draft for Comments).
2021-08-20	The PRC Personal Information Protection Law (PIPL) was promulgated, effective November 1, 2021.
2021-11-05	SEC approved PCAOB's Rule 6100, Board Determinations Under the HFCAA.
2021-12-02	SEC issued amendments to finalize rules implementing HFCAA submission and disclosure requirements.
2021-12-16	PCAOB issued a report determining inability to inspect/investigate firms in China/Hong Kong.
2022-02-15	Revised Measures for Cybersecurity Review (CRM) became effective.
2022-05	Chenghe Acquisition Co. consummated its initial public offering.
2022-06-24	Decision of the Standing Committee of the National People's Congress to Amend the Antitrust Law of the People's Republic of China was adopted, effective August 1, 2022.
2022-08-26	PCAOB signed a Statement of Protocol (SOP) with CSRC and Ministry of Finance of China.
2022-09	Ningrong Liu served as an Associate Vice President at The University of Hong Kong.
2022-12-15	PCAOB announced complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong.
2022-12-29	The Accelerating Holding Foreign Companies Accountable Act was signed into law, amending HFCAA to two consecutive years for delisting.
2023-03	Lyle Wang served as a member of Chenghe Group's investment team.
2023-04-13	Holders of 7,399,517 Chenghe Acquisition I Co. public shares elected to redeem shares in connection with extension of business combination deadline.
2023-08	Houston Li served as an executive on the fund placement team at Campbell Lutyens until July 2024.
2023-09	Chenghe Group acquired LatAmGrowth SPAC and renamed it Chenghe Acquisition I Co.
2023-10	Richard Li served as Chairman of the Advisory Board for Chenghe Acquisition I Co. until January 2025.
2023-10-26	Holders of 1,658,610 Chenghe Acquisition I Co. Class A ordinary shares elected to redeem shares in connection with extension of business combination deadline.
2024-02	Chenghe Acquisition Co. consummated its initial business combination with Taiwan Color Optics, Inc.
2024-04	Dr. Shibin Wang served as Chairman of the board of Chenghe Acquisition II Co.
2024-04	Kwan Sun served as a director of Chenghe Acquisition II Co.
2024-06	Chenghe Acquisition II Co. consummated its initial public offering.
2024-06	Lyle Wang served as CFO of Chenghe Acquisition I Co. until January 2025.
2024-06-04	Company incorporated as a Cayman Islands exempted company.
2024-07	Houston Li served as an Associate of Chenghe Group's investment team.
2024-09-17	Chenghe Acquisition II Co. entered into a business combination agreement with Polibeli Group Ltd.
2024-10	Houston Li served as an Associate at CBC Securities.
2024-10-25	Holders of 407,442 Chenghe Acquisition I Co. Class A ordinary shares elected to redeem shares in connection with extension of business combination deadline.
2024-12	Lyle Wang served as CFO and director of Chenghe Acquisition III Co.
2024-12	Houston Li served as COO of Chenghe Acquisition III Co.
2024-12-05	Cayman Sponsor paid $25,000 for 4,312,500 founder shares.
2024-12-05	Cayman Sponsor agreed to loan the Company up to $300,000 for offering expenses.
2024-12-23	Holders of 1,754,618 Chenghe Acquisition I Co. public shares elected to redeem shares in connection with shareholder approval of business combination with FST.
2025-01	Dr. Shibin Wang served as CEO and Chairman of Chenghe Acquisition III Co.
2025-01	Chenghe Acquisition I Co. consummated its initial business combination agreement with Femco Steel Technology Co. Ltd. (FST).
2025-03-14	Polibeli filed a Registration Statement on Form F-4.
2025-03-28	Polibeli's Registration Statement on Form F-4 was amended.
2025-03-31	Polibeli's Registration Statement on Form F-4 was declared effective by the SEC.
2025-05-23	Chenghe Acquisition II Co. held an extraordinary general meeting of shareholders, approving the business combination agreement.
2025-05-28	Holders of 8,464,243 Chenghe Acquisition II Co. public shares elected to redeem shares in connection with the extraordinary general meeting.
2025-06-30	Cayman Sponsor forfeited 95,833 Class B ordinary shares for no consideration.
2025-06-30	Cayman Sponsor transferred 1,852,000 founder shares to Delaware Sponsor for $11,112.
2025-07-23	SELX's (Taiwan Color Optics, Inc.) share price was $1.18.
2025-07-23	KBSX's (Femco Steel Technology Co. Ltd.) share price was $1.72.
2025-07-25	S-1/A filing date.
2025-12-31	Company will be required to comply with internal control requirements of the Sarbanes-Oxley Act.
2026-11-05	Latest date for BTIG's right of first refusal to act as capital markets advisor, placement agent, or book-running lead manager.
2026-12-31	Promissory note from Cayman Sponsor is due.

Keywords

SPAC, Special Purpose Acquisition Company, Blank Check Company, IPO, Initial Public Offering, Merger, Acquisition, Business Combination, Asia Market, Hong Kong, China, SEC Filing, S-1/A, Dilution, Warrants, Trust Account, Corporate Governance, Risk Factors, Financial Reporting, Investment, Public Markets

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