GSR III Acquisition Corp. Proxy Statement Filed

TL;DR

GSR III Acquisition Corp. filed its proxy statement, shareholders need to pay attention to upcoming votes.

AI Summary

GSR III Acquisition Corp. filed a DEFA14A proxy statement on October 3, 2025, regarding a shareholder meeting. The filing is related to the company's business operations and corporate governance, as indicated by its classification as a blank check company.

Why It Matters

This filing provides shareholders with crucial information about upcoming votes and company decisions, allowing them to exercise their voting rights effectively.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not inherently indicate new risks for the company or its shareholders.

Key Players & Entities

• GSR III Acquisition Corp. (company) — Registrant
• 0001213900-25-095729 (filing_id) — Accession Number
• 20251003 (date) — Filing Date
• 5900 BALCONES DRIVE, SUITE 100 (address) — Business Address
• AUSTIN, TX (location) — Business Address City and State

FAQ

Key Financial Figures

• $34.6 — sult in gross proceeds of approximately $34.6 million and the issuance of 3,46
• $560.0 thousand — ancing notes in the aggregate amount of $560.0 thousand which are convertible into 80,514 PubCo
• $12.00 — 00 ordinary shares of GSR III at $12.00 per share (the “ Half Warrants &
• $16.00 — 6,000 ordinary shares of the Company at $16.00 per share (the “ Quarter Warrant
• $31.8 million — ts ”), for an aggregate total of $31.8 million. The PIPE Financing is being conducted
• $2.8 million — inary shares, for an aggregate total of $2.8 million. The PIPE Subscription Agreements prov
• $10.00 — ordinary shares at a purchase price of $10.00 per share and Half Warrants to purchase
• $5.0 — Bridge Loans for gross cash proceeds of $5.0 million, net of $100.0 thousand
• $100.0 thousand — proceeds of $5.0 million, net of $100.0 thousand in debt issuance costs, resulting in a
• $4.9 — osts, resulting in a net cash inflow of $4.9 million. Additionally, in connec
• $11.50 — nts to purchase at an exercise price of $11.50 per share the number of PubCo Ordinary
• $15.00 — nts to purchase at an exercise price of $15.00 per share the number of PubCo Ordinary

Filing Documents

• ea0260134-01.htm (DEFA14A) — 3393KB
• 0001213900-25-095729.txt ( ) — 3394KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.            ) Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material Pursuant to §240.14a -12 GSR III ACQUISITION CORP . (Name of Registrant as Specified In Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   Proxy Statement / Prospectus Supplement No. 1 To Proxy Statement / Prospectus dated September 16, 2025 SUPPLEMENT TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF GSR III ACQUISITION CORP. (A CAYMAN ISLANDS EXEMPTED COMPANY) and PROSPECTUS FOR UP TO 80,241,571 ORDINARY SHARES AND 8,040 PREFERRED SHARES OF TERRA INNOVATUM GLOBAL S.R.L. This supplement updates information in the proxy statement/prospectus, dated September 16, 2025, included in the registration statement on Form S -4 , Registration No. 333 -287271 (the “ Registration Statement ”), filed by Terra Innovatum Global s.r.l., an Italian limited liability company limited by shares (“ Terra Global ”), Terra Innovatum s.r.l., an Italian limited liability company, and GSR III Acquisition Corp., a Cayman Islands exempted company (“ GSR III ”). GSR III filed a proxy statement, in connection with the extraordinary general meeting of shareholders of GSR III scheduled to be held on October 7, 2025 (the “ General Meeting ”). Specifically, this supplement provides updated information regarding the following changes: (i) the execution of subscription agreements to purchase PubCo Ordinary Shares in a private placement that will result in gross proceeds of approximately $34.6 million and the issuance of 3,461,000 additional PubCo Ordinary Shares at Closing, together with warrants to purchase an additional 2,595,750 PubCo Ordinary Shares; (ii) the execution of additional bridge financing notes in the aggregate amount of $560.0 thousand which are convertible into 80,514 PubCo Ordinary Shares, together with warrants to purchase an additional 161,028 PubCo Ordinary Shares; (iii) the determination of the committee members of PubCo’s board committees; and (iv) changes to the Terra Innovatum beneficial ownership disclosure. The proxy statement/prospectus provides detailed information about the Business Combination and other matters to be considered at the General Meeting. You are encouraged to carefully read the entire document, including the annexes. Terms not otherwise defined herein are as defined in the proxy statement/prospectus. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 23 of the proxy statement/prospectus. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT / PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT / PROSPECTUS OR THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. This supplement to the proxy statement/prospectus is dated October 2, 2025.   ADDITIONAL FINANCINGS SINCE DATE OF PROXY STATEMENT / PROSPECTUS Since the mailing of the proxy statement/prospectus on September 16, 2025, the parties have entered into additional financing agreements which will result in the issuance at or subsequent to Closing of additional PubCo Ordinary Shares. These financings, which are described in more detail below, will result in the receipt of an aggregate of $34.6 million in additional proceeds to PubCo. PIPE Financing Agreements On September 23, 2025, GSR III entered into

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View this DEFA14A filing on SEC EDGAR