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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.
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 |
