Chenghe Acquisition III Co-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 Commission file number: 001-42847 CHENGHE ACQUISITION III CO.(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 12, 2026, there were 13,058,000 Class A ordinary shares (including12,650,000Class A ordinary shares subject to possibleredemption), $0.0001 par value and4,216,667Class B ordinary shares, $0.0001 par value, issued and outstanding. CHENGHE ACQUISITION III CO.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statement of Operations for the Three Months ended March 31, 2026 (Unaudited)2Condensed Statement of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2026 (Unaudited)3Condensed Statement of Cash Flows for the Three Months ended March 31, 2026 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk19Item 4. Controls and Procedures19Part II. Other InformationItem 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults Upon Senior Securities21Item 4. Mine Safety Disclosures21Item 5. Other Information21Item 6. Exhibits21Part III. Signatures22 PART I - FINANCIAL INFORMATION CHENGHE ACQUISITION III CO.CONDENSED BALANCE SHEETS(UNAUDITED) Class A ordinary shares subject to possible redemption, $0.0001 par value; 12,650,000 shares atredemption value of $10.19 and $10.11 per share as of March 31, 2026 and December 31, 2025,respectively128,931,590127,870,085 Shareholders’ DeficitPreference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding——Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 408,000 shares issued andoutstanding (excluding 12,650,000 shares subject to possible redemption) as of March 31, 2026 andDecember 31, 20254141Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,216,667 shares issuedand outstanding as of March 31, 2026 and December 31, 2025422422Additional paid-in capital——Accumulated deficit(4,607,169)(4,430,412)Total Shareholders’ Deficit(4,606,706)(4,429,949)Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’Deficit$129,627,058$128,678,635 CHENGHE ACQUISITION III CO.CONDENSED STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) CHENGHE ACQUISITION III CO.CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICITFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) CHENGHE ACQUISITION III CO.CONDENSED STATEMENT OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) Cash Flows from Operating Activities:Net income The accompanying notes are an integral part of these unaudited condensed financial statements. CHENGHE ACQUISITION III CO.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(UNAUDITED) 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 June4, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization or similar b