Sec Form 3 Filing - Li Qi @ Chenghe Acquisition III Co. - 2025-09-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Li Qi 2. Issuer Name and Ticker or Trading Symbol Chenghe Acquisition III Co. [ CHEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 38 BEACH ROAD #29-11,, SOUTH BEACH TOWER 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2025 (Street) SINGAPORE, U0189767 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares ( 1 ) 2,364,667 ( 1 ) I See footnotes ( 1 ) ( 2 ) Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares ( 1 ) 1,852,000 ( 1 ) I See footnotes ( 1 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Li Qi 38 BEACH ROAD #29-11, SOUTH BEACH TOWER SINGAPORE, U0189767 X Signatures By: /s/ Qi Li 09/15/2025 Signature of Reporting Person Date

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.

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 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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