Redemptions leave GSR III (NASDAQ: GSRT) with $112.6M cash

Rhea-AI Filing Summary

GSR III Acquisition Corp. reports the redemption outcome for its planned merger with Terra Innovatum s.r.l. As of the October 3, 2025 redemption deadline, shareholders holding an aggregate of 6,750,031 Class A ordinary shares chose not to redeem. These remaining public shares correspond to approximately $70.1 million of trust account funds, based on an estimated fair market value of $10.38 per share as of September 30, 2025.

GSR III currently estimates that the resulting public company will have approximately $112.6 million in cash available at closing of the proposed business combination. This figure includes the post-redemption trust proceeds and approximately $42.5 in gross proceeds from private placement and bridge loan financing transactions.

Insights

SPAC & Capital Markets Analyst

Post-redemption trust holds about $70.1M, with total deal cash estimated at $112.6M for the combined company.

GSR III Acquisition Corp. discloses that, by the October 3, 2025 redemption deadline, holders of 6,750,031 Class A ordinary shares did not redeem. At an estimated $10.38 per share as of September 30, 2025, this leaves about $70.1 million of trust proceeds supporting the SPAC’s proposed merger with Terra Innovatum s.r.l.

The company further estimates that cash available to the resulting public company after the business combination will be approximately $112.6 million. This total includes both the post-redemption trust balance and roughly $42.5 in gross proceeds from private placement and bridge loan financings. Actual capital available will depend on the business combination closing on the outlined terms.

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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): October 3, 2025

GSR III Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42399		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5900 Balcones Drive, Suite 100 Austin, TX 78731		78731
(Address of Principal Executive Offices)		(Zip Code)

(914-369-4400)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication 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-commencements 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 and one seventh of one right		GSRTU		The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share		GSRT		The Nasdaq Stock Market LLC
Rights, each whole right entitling the holder to receive one Class A ordinary share		GSRTR		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 8.01 Other Events.

As of October 3, 2025 at 5:00 P.M. Eastern Time (the “Redemption Deadline”), GSR III shareholders holding an aggregate of 6,750,031 Class A ordinary shares did not elect to redeem their Class A ordinary shares, which represents approximately $70.1 million in trust account proceeds (“Post-Redemption Trust Proceeds”), based on the estimated fair market value of $10.38 per share in GSR III’s trust account as of September 30, 2025.

GSR III estimates that the cash available to the resulting public company following the consummation of the proposed business combination between GSR III and Terra Innovatum s.r.l., an Italian limited liability company, will be approximately $112.6 million, including the Post-Redemption Trust Proceeds and the approximately $42.5 in gross proceeds from the private placement and bridge loan financing transactions.

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SIGNATURE

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.

Dated: October 6, 2025

	GSR III ACQUISITION CORP.
	By:	/s/ Gus Garcia
	Name:	Gus Garcia
	Title:	Co-Chief Executive Officer

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FAQ

What did GSR III Acquisition Corp. (GSRT) announce in this 8-K?

The company reported shareholder redemption results and estimated cash available to the combined public company in connection with its proposed business combination with Terra Innovatum s.r.l..

How many GSR III (GSRT) shares were not redeemed by the deadline?

As of the October 3, 2025 redemption deadline, shareholders holding an aggregate of 6,750,031 Class A ordinary shares of GSR III did not elect to redeem.

How much money remains in GSR III’s trust account after redemptions?

The unredeemed 6,750,031 Class A ordinary shares correspond to approximately $70.1 million of trust account proceeds, based on an estimated $10.38 per share as of September 30, 2025.

What is the estimated cash available after the Terra Innovatum merger?

GSR III estimates that the resulting public company will have approximately $112.6 million in cash available following consummation of the proposed business combination with Terra Innovatum s.r.l.

What sources contribute to the $112.6 million estimated cash for GSRT?

The approximately $112.6 million estimate includes the $70.1 million post-redemption trust proceeds and approximately $42.5 in gross proceeds from private placement and bridge loan financings.

Which company is GSR III (GSRT) planning to merge with?

GSR III plans a proposed business combination with Terra Innovatum s.r.l., an Italian limited liability company.