Chenghe Acquisition III Co-A美股招股说明书(2025-09-17版)

ChengheAcquisitionIIICo.is a blank check company incorporated as a CaymanIslandsexempted company whose business purpose is to effect a merger,shareexchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses or entities, which we refer to as our initialbusinesscombination.We have not selected any specific business combination targetandwe have not,nor has anyone on our behalf,engaged in any substantivediscussions,directly or indirectly,with any business combination target withrespect to an initial business combination with us. We may pursue an initial businesscombination target in any industry or geographic region. Thisis an initial public offering of our securities.Each unit has an offeringpriceof$10.00 and consists of one ClassAordinary share and one-half of oneredeemablewarrant.Each whole warrant entitles the holder thereof to purchase oneClassAordinary share at a price of$11.50 per share,subject to adjustment asdescribed herein. Only whole warrants are exercisable. No fractional warrants will beissuedupon separation of the units and only whole warrants will trade.The warrantswillbecome exercisable 30daysafter the completion of our initial businesscombinationand will expire five years after the completion of our initial businesscombinationor earlier upon redemption or our liquidation,as described herein.Theunderwritershave a 45-day option from the date of this prospectus to purchase up to1,650,000 additional units to cover over-allotments, if any. Wewill provide our public shareholders with the opportunity to redeem all or aportion of their ClassA ordinary shares upon the completion of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account described below as of twobusiness days prior to theconsummationof our initial business combination,including interest earned on thefunds held in the trust account (net of amounts withdrawn to pay our taxes (excludingU.S.federalsharerepurchaseexcisetax,ifapplicable))(“permittedwithdrawals”),divided by the number of then outstanding ClassAordinary sharesthatwere sold as part of the units in this offering,which we refer to collectivelyasour public shares,subject to the limitations and on the conditions describedherein.We will have 18monthsfrom the closing of this offering or until suchearlierliquidation date as our board of directors may approve,to consummate aninitialbusiness combination.We may seek the approval of our shareholders at anytimeto amend our amended and restated memorandum and articles of association tomodifythe amount of time we will have to complete an initial business combination,ineach case as further described herein.We refer to the time period we have tocompletean initial business combination,as it may be extended as described above,as the “completion window”. If our completion window is extended by an amendment toouramended and restated memorandum and articles of association,our shareholderswillbe entitled to vote on such amendment and to redeem their shares in connectionwithany such extension.If we have not completed our initial business combinationwithinthe completion window or we do not otherwise seek shareholder approval toamendour amended and restated memorandum and articles of association to furtherextendthe time to complete our initial business combination,we will redeem 100%ofthepublic shares at a per share price,payable in cash,equal to the aggregateamountthen on deposit in the trust account,including interest(less taxes payableand up to $100,000 of interest to pay dissolution expenses), divided by the number ofthenoutstanding public shares,subject to applicable law and certain conditions asfurtherdescribed herein.Pleasesee“RedemptionofPublicSharesandLiquidationif No Initial Business Combination”on page158formoreinformation. ChengheInvestment III Limited,a Cayman Islands limited liability company withits principal place of business in Hong Kong, and our co-sponsor(“Cayman Sponsor”),hascommitted to purchase an aggregate of 50,000 private placement units(whether ornotthe underwriters’over-allotment option is exercised in full),and ChengheInvestmentIII LLC,a Delaware limited liability company with its principal place ofbusinessin Hong Kong,and our co-sponsor(“Delaware Sponsor”),has committed topurchasean aggregate of 215,000 private placement units(or 231,500 privateplacementunits if the underwriters’over-allotment option is exercised in full),foran aggregate of 265,000 private placement units purchased by the co-sponsorscollectively(or 281,500 private placement units if the underwriters’ over-allotmentisexercised in full)each at a price of$10.00 per unit,for an aggregate purchaseprice of Table of Contents $2,650,000 (or $2,815,000 if the underwriters’ over-allotment option is exercised infull), in a private placement that will close simultaneously with the closing of thisoffering. The sole manager of Delaw