GSR III Acquisition Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

GSRT filed an 8-K on 9/23/25 detailing a material agreement and equity sales.

AI Summary

GSR III Acquisition Corp. entered into a Material Definitive Agreement on September 23, 2025. The company also reported unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for GSR III Acquisition Corp., including a new material agreement and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can introduce complexities and potential risks related to disclosure and compliance.

Key Players & Entities

• GSR III Acquisition Corp. (company) — Registrant
• September 23, 2025 (date) — Date of earliest event reported
• 001-42399 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share GSRT The Nasdaq Stock Mar
• $31.8 million — ancing"), an aggregate of approximately $31.8 million of its ordinary shares (the "PIPE Share
• $12.00 — chase ordinary shares of the Company at $12.00 per share (the "Half Warrants") and war
• $16.00 — chase ordinary shares of the Company at $16.00 per share (the "Quarter Warrants, and t
• $10.00 — ordinary shares at a purchase price of $10.00 per share and Half Warrants to purchase

Filing Documents

• ea0259254-8k_gsracq3.htm (8-K) — 38KB
• ea025925401ex4-1_gsracq3.htm (EX-4.1) — 40KB
• ea025925401ex4-2_gsracq3.htm (EX-4.2) — 40KB
• ea025925401ex10-1_gsracq3.htm (EX-10.1) — 170KB
• ea025925401ex99-1_gsracq3.htm (EX-99.1) — 24KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-25-093094.txt ( ) — 616KB
• gsrt-20250923.xsd (EX-101.SCH) — 4KB
• gsrt-20250923_def.xml (EX-101.DEF) — 27KB
• gsrt-20250923_lab.xml (EX-101.LAB) — 37KB
• gsrt-20250923_pre.xml (EX-101.PRE) — 25KB
• ea0259254-8k_gsracq3_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

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

02 Unregistered Sales of Equity Securities

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.

01 Regulation FD Disclosure

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of GSR III Acquisition Corp. Half Warrant 4.2 Form of GSR III Acquisition Corp. Quarter Warrant 10.1 Form of Securities Subscription Agreement 99.1 Press Release, dated September 25, 2025 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 2 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. GSR III ACQUISITION CORP By: /s/ Gus Garcia Name: Gus Garcia Title: Co-Chief Executive Officer Dated: September 29, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR