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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): September 23, 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) |
|
(IRS Employer
Identification No.) |
5900 Balcones Drive, Suite 100
Austin, TX 78731
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code (914-369-4400)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications 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)) |
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|
☐ |
Pre-commencement 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 |
Ordinary Shares, par value $0.0001 per share |
|
GSRT |
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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 1.01 Entry into a Material Definitive Agreement.
PIPE Financing Agreements
On September 23, 2025, GSR III Acquisition
Corp (the “Company”) entered into Subscription Agreements (the “PIPE Subscription Agreement”) with certain
institutional and accredited investors (the “Subscribers”), pursuant to which the Company agreed to issue and sell, in a
private placement (the “PIPE Financing”), an aggregate of approximately $31.8 million of its ordinary shares (the
“PIPE Shares”), warrants to purchase ordinary shares of the Company at $12.00 per share (the “Half
Warrants”) and warrants to purchase ordinary shares of the Company at $16.00 per share (the “Quarter Warrants, and
together with the Half Warrants, the PIPE Warrants”). The PIPE Financing is being conducted in connection with the
Company’s previously announced business combination (the “Business Combination”) with Terra Innovatum s.r.l., an
Italian limited liability company (“Terra OpCo”), Terra Innovatum Global N.V., a Dutch public limited liability company
(“PubCo” and together with the Company and Terra OpCo, the “Registrants”) and related parties.
The PIPE Subscription Agreement provides for the
sale of an aggregate of 3,184,000 ordinary shares at a purchase price of $10.00 per share and Half Warrants to purchase up to 1,592,000
ordinary shares and Quarter Warrants to purchase up to 796,000 ordinary shares, subject to adjustment as set forth in the PIPE Warrants.
The PIPE Warrants, which will be issued in connection with closing of the PIPE Financing, are exercisable immediately upon issuance and
have a term of five years from the date of issuance. The PIPE Shares and PIPE Warrants, as well as the ordinary shares issuable upon exercise
of the PIPE Warrants, are subject to registration rights as described therein.
The PIPE Financing is expected to close substantially
concurrently with the closing of the Business Combination, subject to the satisfaction of customary closing conditions.
Forms of the PIPE Subscription Agreement, Half
Warrant and Quarter Warrant (the “PIPE Agreements”), are attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and
are incorporated herein by reference.
Half Warrants
When issued in connection with the closing of
the PIPE Financing, the Half Warrants entitle the holders to purchase ordinary shares of the Company at an exercise price of $12.00 per
share, subject to adjustment as set forth in the Half Warrants. The Half Warrants are exercisable immediately upon issuance and expire
five years from the date of issuance. The Half Warrants contains customary anti-dilution provisions, including adjustments for share splits,
combinations, dividends, and certain other corporate events.
Quarter Warrants
When issued in connection with the closing of
the PIPE Financing, the Quarter Warrants entitle the holders to purchase ordinary shares of the Company at an exercise price of $16.00
per share, subject to adjustment as set forth in the Quarter Warrants. The Quarter Warrants are exercisable immediately upon issuance
and expire five years from the date of issuance. The Quarter Warrants contains customary anti-dilution provisions, including adjustments
for share splits, combinations, dividends, and certain other corporate events.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated
herein by reference. The PIPE Shares and PIPE Warrants (and the ordinary shares issuable upon exercise of the PIPE Warrants) are being
offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
and/or Regulation D and Regulation S promulgated thereunder. The Subscribers are accredited investors (as defined in Rule 501 of Regulation
D) and/or non-U.S. persons (as defined in Regulation S), and the PIPE Shares and PIPE Warrants have not been registered under the Securities
Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements.
Item 7.01 Regulation FD Disclosure.
On September 23, 2025, the Company and Terra Opco issued a joint press
release announcing that they had entered into the PIPE Subscription Agreements. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
This Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
4.1 |
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Form of GSR III Acquisition Corp. Half Warrant |
4.2 |
|
Form of GSR III Acquisition Corp. Quarter Warrant |
10.1 |
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Form of Securities Subscription Agreement |
99.1 |
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Press Release, dated September 25, 2025 |
104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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.
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GSR III ACQUISITION CORP |
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By: |
/s/ Gus Garcia |
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Name: |
Gus Garcia |
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Title: |
Co-Chief Executive Officer |
Dated: September 29, 2025