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    GSR III Acquisition Corp. filed SEC Form 8-K: Other Events

    10/6/25 9:27:25 AM ET
    $GSRT
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    false 0002029023 00-0000000 0002029023 2025-10-03 2025-10-03 0002029023 GSRT:UnitsEachConsistingOfOneClassOrdinaryShareAndOneSeventhOfOneRightMember 2025-10-03 2025-10-03 0002029023 GSRT:ClassOrdinaryShareParValue0.0001PerShareMember 2025-10-03 2025-10-03 0002029023 GSRT:RightsEachWholeRightEntitlingHolderToReceiveOneClassOrdinaryShareMember 2025-10-03 2025-10-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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.

     

    1

     

     

    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

     

     

    2

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