SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Li Qi (Last) (First) (Middle) 38 BEACH ROAD #29-11, SOUTH BEACH TOWER (Street) SINGAPORE U0 189767 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/15/2025	3. Issuer Name and Ticker or Trading Symbol Chenghe Acquisition III Co. [ CHEC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares(1)	2,364,667(1)	(1)	I	See footnotes(1)(2)
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares(1)	1,852,000(1)	(1)	I	See footnotes(1)(3)

Explanation of Responses:

1. The Class B Ordinary Shares of the Issuer ("Class B Shares") will automatically convert into Class A Ordinary Shares of the Issuer ("Class A Shares") on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-288524) (the "Registration Statement") initially filed with the Securities and Exchange Commission on July 3, 2025, as amended. The Class B Shares have no expiration date.

2. Reflects Class B Shares held by Chenghe Investment III Limited (the "Cayman Sponsor"). The Class B ordinary shares owned by the Cayman Sponsor include up to 308,435 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement. Mr. Qi Li, who holds 100% of the voting securities of the Cayman Sponsor, may be entitled distributions of Class B Shares (or Class A Shares following conversion) and has voting and investment discretion with respect to the Class B Shares held by the Sponsor. Mr. Qi Li disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Reflects Class B Shares held by Chenghe Investment III LLC (the "Delaware Sponsor"). The Class B ordinary shares owned by the Delaware Sponsor include up to 241,565 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement. The Cayman Sponsor is the Managing Member of the Delaware Sponsor. Mr. Qi Li, who holds 100% of the voting securities of the Cayman Sponsor, has voting and investment discretion with respect to the Class B Shares held by the Delaware Sponsor. Mr. Qi Li disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	By: /s/ Qi Li	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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