GSR III Acquisition Corp SEC Filings

GSR III Acquisition Corp. (GSRT) filed an Form 8-K reporting a material event and attached transaction-related exhibits. The filing lists the securities structure as Units (one Class A ordinary share plus one-seventh of one right), Ordinary Shares (par value $0.0001), and Rights (each right convertible into one Class A ordinary share). The exhibits include forms for half warrants and quarter warrants, a Securities Subscription Agreement, and a press release dated September 25, 2025. The filing is signed by Gus Garcia, Co-Chief Executive Officer. The document provides exhibit references but does not disclose transaction economics, counterparties, or timing details within the text provided.

Merus Global Investments, LLC reported beneficial ownership of 1,365,586 Class A ordinary shares of GSR III Acquisition Corp., representing 5.8% of the Class A shares outstanding. The percentage is calculated using 23,422,500 outstanding shares reported by the issuer as of August 11, 2025.

The filing states Merus holds sole voting and dispositive power over these shares and that the holdings were not acquired to change or influence control of the issuer. The document is a routine Schedule 13G disclosure of a >5% passive stake.

GSR III Acquisition Corp. seeks shareholder approval to complete a business combination with Terra Innovatum Global that would merge GSR III into a newly public operating company ("PubCo"). The proxy discloses the General Meeting procedures, voting and redemption mechanics, and that the Trust Account held marketable securities with a fair value of approximately $236 million as of June 30, 2025, implying an illustrative redemption price of about $10.27 per Class A share.

The Business Combination is conditioned on at least $25,000,000 of cash remaining in the Trust Account (net of redemptions and transaction costs). The filing details sponsor and founder holdings (including 5,495,000 Class B shares held by the Sponsor and 5,750,000 Founder Shares), potential dilutive issuances (bridge loan conversions, warrants, contingent shares, equity incentive awards), and Sponsor lock-up release schedules tied to PubCo trading price or quarterly reports. The proxy also highlights Terra Innovatum's SOLO micro-modular reactor and its target commercial deployment by 2028, and extensive risk disclosures including regulatory, supply chain, and licensing risks.

Harraden Circle and affiliated entities disclose ownership of Class A common stock of GSR III Acquisition Corp. The filing reports an aggregate beneficial ownership of 1,231,259 shares, representing 5.26% of the class, with shared voting and dispositive power over those shares. Holdings are reported across underlying funds: Harraden Circle Investors, LP (676,832 shares; 2.89%), Harraden Circle Special Opportunities, LP (320,000 shares; 1.37%), and Harraden Circle Strategic Investments, LP (234,427 shares; 1.00%). The statement identifies Freder ick V. Fortmiller, Jr. as managing member of the adviser and related GP entities and includes a certification that the securities were not acquired to influence control of the issuer. The issuer is GSR III Acquisition Corp., with principal executive offices listed in Austin, TX.

GSR III Acquisition Corp. filed Amendment No. 5 to its registration statement on Form S-4/A to deliver an exhibits-only update to its proxy statement/prospectus. The amendment does not change the substantive proxy/prospectus provisions and consists of the cover page, an explanatory note, Item 21 (exhibits), signature pages, and the filed exhibit. Key included exhibits are the Business Combination Agreement and related Plan of Merger with Terra Innovatum s.r.l., corporate charters and specimen certificates, legal and tax opinions, sponsor and registration rights agreements, multiple forms of lender letter agreements, a 2025 Equity Incentive Plan, lists of subsidiaries, auditor consents, and a filing fee table.

GSR III Acquisition Corp. filed an amended S-4 registering a proposed business combination with Terra Innovatum Global ("Terra") that would create PubCo as the combined public company. The trust account held approximately $236 million of marketable securities as of June 30, 2025, implying an illustrative per-share redemption price of about $10.27. The Business Combination requires at least $25.0 million of cash in the trust (net of redemptions) to close. Sponsor-related holdings include 5,495,000 GSR III Class B shares (including 549,500 vesting shares) and GSR III Initial Shareholders currently own ~20% of Class A shares; there are 29,172,500 total GSR III Ordinary Shares outstanding (23,422,500 public shares). Certain bridge loans convert into 772,599 PubCo shares at closing and additional potentially issuable securities (warrants, options, contingent shares) create material dilution potential. Terra describes SOLO, a 1MWe micro-modular reactor designed to operate 15 years between refueling and targeted for commercial deployment by 2028. The document discloses lock-up release thresholds tied to PubCo VWAP ($12/$14/$16/$18) and various governance, tax and regulatory risk factors.

GSR III Acquisition Corp. proposes a business combination with Terra Innovatum Global that would create PubCo, combining a SPAC with a micro-modular nuclear reactor developer. The filing describes transactional mechanics including conversion of GSR III Class A and Class B ordinary shares into PubCo Ordinary Shares on a one-for-one basis, issuance of founder and sponsor shares, conversion of bridge loans into 772,599 PubCo Ordinary Shares, potential issuance of ~1.47 million warrants-related shares, and up to ~1.07 million shares tied to contractor options and restricted stock. The Trust Account held marketable securities with fair value of approximately $236 million as of June 30, 2025, implying an illustrative Class A redemption price of about $10.27 per share. The Business Combination requires at least $25.0 million of cash in the Trust Account after redemptions to close and includes sponsor lock-up releases tied to PubCo trading price thresholds ($12/$14/$16/$18) or quarterly earnings releases. The filing discloses deferred underwriting commissions of about $9.2 million and detailed risk factors related to technology, regulation, supply chain, insurance and tax considerations.