Hudson Bay Capital Management LP and Sander Gerber report a passive stake in GSR III Acquisition Corp. The filing discloses beneficial ownership of 130,775 Class A Ordinary Shares, representing 0.56% of the Class A shares outstanding. The shares are held in the name of HB Strategies LLC, for which Hudson Bay acts as investment manager, and Mr. Gerber is identified as managing member of the general partner but disclaims beneficial ownership.
The percentage is calculated against an outstanding base of 23,422,500 Class A shares. The statement is filed on Schedule 13G/A indicating a passive holding rather than an intent to influence control.
Positive
None.
Negative
None.
Insights
TL;DR: Routine Schedule 13G/A disclosure showing a small passive position, unlikely to move market prices.
The report shows 130,775 shares (0.56%) held via HB Strategies LLC with voting and dispositive power shared as disclosed. For most investors this is a non-material stake well below regulatory 5% thresholds and consistent with passive reporting on Schedule 13G/A. There is transparency around ownership structure: Hudson Bay serves as investment manager and the position is held in the name of an affiliated entity. No indicators of an activist intent or control change are present in the filing.
TL;DR: Disclosure is compliant and clarifies management/ownership relationships; impact on governance is negligible.
The filing identifies both the investment manager and an individual associated with the manager, while explicitly stating the securities are held by HB Strategies LLC and that Mr. Gerber disclaims beneficial ownership. This structure and the use of Schedule 13G/A suggest passive investment activity. Given the stake is 0.56%, there is no apparent change to governance influence or control rights arising from this disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GSR III Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G4R103107
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G4R103107
1
Names of Reporting Persons
Hudson Bay Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
130,775.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
130,775.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
130,775.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
.56 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G4R103107
1
Names of Reporting Persons
Sander Gerber
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
130,775.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
130,775.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
130,775.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
.56 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GSR III Acquisition Corp.
(b)
Address of issuer's principal executive offices:
5900 Balcones Drive, Suite 100, Austin TX 78731
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(e)
CUSIP No.:
G4R103107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,422,500 Class A Ordinary Shares, par value $0.0001 (the "Class A Ordinary Shares") of GSR III Acquisition Corp. (the "Company") outstanding as of May 14, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 15, 2025.
The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all securities held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
.56%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
The filing was submitted by Hudson Bay Capital Management LP and Sander Gerber as the reporting persons.
How many GSR III (GSRTU) shares are reported and what percentage do they represent?
The reporting persons disclose ownership of 130,775 Class A Ordinary Shares, representing 0.56% of the Class A shares outstanding.
Through what vehicle are the shares held?
The securities reported are held in the name of HB Strategies LLC, for which Hudson Bay acts as the investment manager.
What share count was used to calculate the ownership percentage for GSRTU?
The percentage is based on an aggregate of 23,422,500 Class A Ordinary Shares outstanding as stated in the filing.
Does the filing indicate intent to influence control of GSR III (GSRTU)?
No. The statement is filed on Schedule 13G/A, and it certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.
