Chenghe Acquisition III Co. Sample Contracts
CHENGHE ACQUISITION III CO.Securities Subscription Agreement • July 3rd, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Chenghe Investment III Limited, a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to subscribe for 4,312,500 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the
Underwriting Agreement between Chenghe Acquisition III Co. and BTIG, LLC Dated [●], 2025 (the “Agreement”) CHENGHE ACQUISITION III CO. UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
The undersigned, Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks
This Private Placement Unit Purchase Agreement (this “Agreement”) is made as of this 15th day of September 2025, by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767 and Chenghe Investment III Limited, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks
This Private Placement Unit Purchase Agreement (this “Agreement”) is made as of this day of _____, 2025, by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), having its principal place of business at 38 Beach Road #29-11, South Beach Tower, Singapore, 189767 and (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2025, is made and entered into by and among Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), Chenghe Investment III Limited, a Cayman Islands limited liability company (the “Cayman Sponsor”), Chenghe Investment III LLC, a Delaware limited liability company (the “Delaware Sponsor”) (collectively with Cayman Sponsor, the “Co-Sponsors”), BTIG, LLC, as the representative (the “Representative”) of the underwriters in the Company’s initial public offering, and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Co-Sponsors and Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Chenghe Acquisition III Co. 38 Beach Road #29-11 South Beach TowerAdministrative Services Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks
This letter agreement (this “Agreement”) by and between Chenghe Acquisition III Co. (the “Company”) and Chenghe Investment III Limited (the “Cayman Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Chenghe Acquisition III Co. 38 Beach Road #29-11 South Beach Tower Singapore 189767 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offeri
Chenghe Acquisition III Co. 38 Beach Road #29-11 South Beach Tower Singapore 189767 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 22nd, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offeri
STRUCTURING SERVICES AGREEMENTStructuring Services Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
This Structuring Services Agreement (this “Agreement”) is entered into as of , 2025, by and between Chenghe Acquisition III Co., (the “Company”) and CBC Securities Inc., (the “Co-Manager”), which is serving as a co-managing underwriter in the Company’s initial public offering of 11,000,000 units (the “IPO”) pursuant to the terms of the Underwriting Agreement between the Company and BTIG, LLC, dated as of , 2025.
Chenghe Acquisition III Co. 38 Beach Road #29-11 South Beach Tower Singapore 189767 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offeri
WARRANT AGREEMENTWarrant Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 15, 2025, by and between Chenghe Acquisition III Co. (the “Company”) and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
Chenghe Acquisition III Co. 38 Beach Road #29-11 South Beach TowerAdministrative Services Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks
This letter agreement (this “Agreement”) by and between Chenghe Acquisition III Co. (the “Company”) and Chenghe Investment III Limited (the “Cayman Spo[nsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between Chenghe Acquisition III Co. (the “Company”) and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
Underwriting Agreement between Chenghe Acquisition III Co. and BTIG, LLC Dated [●], 2025 (the “Agreement”) CHENGHE ACQUISITION III CO. UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
The undersigned, Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2025 • Chenghe Acquisition III Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between Chenghe Acquisition III Co. (the “Company”) and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2025, is made and entered into by and among Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), Chenghe Investment III Limited, a Cayman Islands limited liability company (the “Cayman Sponsor”), Chenghe Investment III LLC, a Delaware limited liability company (the “Delaware Sponsor”) (collectively with Cayman Sponsor, the “Co-Sponsors”), BTIG, LLC, as the representative (the “Representative”) of the underwriters in the Company’s initial public offering, and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Co-Sponsors and Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 15, 2025, by and between Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).
August 21, 2025 Chenghe Acquisition III Co. Attention: Shibin Wang, Chief Executive OfficerEngagement of Services • August 22nd, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
This letter agreement (the “Agreement”) will confirm the basis upon which Chenghe Acquisition III Co. (“Client”), a Cayman corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (as contemplated in the Client’s organizational documents, hereinafter referred as the “Business Combination”), has engaged CBC Securities, Inc. (“CBC Securities”) to provide financial consulting services in connection with the transaction described in paragraph 1 below (the “Engagement”). Such services shall include, but are not limited to: advice and planning, fee and economics recommendations, execution strategy recommendations, review of investor targeting recommendations, and review of investor share allocations.
Underwriting Agreement between Chenghe Acquisition III Co. and BTIG, LLC Dated September 15, 2025 (the “Agreement”) CHENGHE ACQUISITION III CO. UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2025 • Chenghe Acquisition III Co. • Blank checks • New York
The undersigned, Chenghe Acquisition III Co., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows: