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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 18, 2026
Chenghe
Acquisition III Co.
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42847 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S.
Employer
Identification No.)
|
5 Shenton Way
UIC Building #12-01
Singapore 068808
(Address of principal executive offices) (Zip Code)
(+65)
9851 8611
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
CHECU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CHEC |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
CHECW |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Director
Effective
May 18, 2026, Ningrong Liu resigned from the Board of Directors (the “Board”) of Chenghe Acquisition III Co. (the “Company”).
Mr. Liu’s decision to resign was not due to any disagreement with the Company.
Appointment
of Director
On
May 17, 2026, the Board appointed Zhong Li to serve as an independent director of the Company, effective as of May 18, 2026.
The
appointment of Mr. Li fills the vacancy on the Board that was created as a result of the departure of Mr. Liu. Mr. Li has been designated
as a Class II director of the Company and will serve in that class until the expiration of the term applicable to Class II directors
and until his successor is duly elected and qualified. The Board also appointed Mr. Li to serve on each of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee of the Board.
Mr.
Li brings over 20 years of experience at the nexus of finance, regulation, entrepreneurship and technology across Asia, the US, and Europe.
He has deep expertise in asset management, fund distribution, compliance, and regulatory affairs, having served at the International
Organization of Securities Commissions (“IOSCO”), the China Securities Regulatory Commission (“CSRC”), BlackRock,
and Noah Holdings. He co-founded a fintech company (Totodi Technologies) and has extensive experience working with regulators and public
markets. His background provides unique insight into cross-border investment frameworks, regulatory compliance, and strategic governance
relevant to a SPAC structure.
Mr.
Li will enter into an indemnification
agreement in substantially the same form as the other non-employee directors of the Company. Mr. Li is not party to any transaction that
would require disclosure pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Li and any
other person pursuant to which he was elected as a director of the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Chenghe Acquisition III Co. |
| |
|
|
| Date: May 21, 2026 |
By: |
/s/ Shibin Wang |
| |
|
Shibin Wang |
| |
|
Chief Executive Officer and Director |
2