SEC Comment Letter for GSR III Acquisition Corp. (CIK 0002029023) — Aug 12, 2025
GSR III Acquisition Corp. (CIK 0002029023)
Date: Aug. 12, 2025 · CIK: 0002029023 · Accession: 0000000000-25-008460
AI Filing Summary & Sentiment
File numbers found in text: 333-287271
Letter
August 12, 2025 Alessandro Petruzzi Chief Executive Officer Terra Innovatum Global S.R.L. Via Matteo Trenta 117 Lucca, Italy 55100 Gus Garcia Chief Executive Officer GSR III Acquisition Corp. 5900 Balcones Drive, Suite 100 Austin, TX 78731 Re:Terra Innovatum Global S.R.L. Amendment No. 3 to Registration Statement on Form S-4 Filed August 1, 2025 File No. 333-287271 Dear Alessandro Petruzzi and Gus Garcia: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our [Month day, year] letter. Amendment No. 3 to Registration Statement on Form S-4 filed August 1, 2025 General We note your response to prior comment 2. Given your disclosure on pages xxii and xxiii, it appears that the preferred shares may convert to ordinary shares at any time following closing. As such, please advise how you determined to not register the conversion in this registration statement. Please also revise to clarify whether the 1.
August 12, 2025 Page 2 preferred shares will be issued to the same quotaholders and in the same proportion as the ordinary shares issued in the transaction. If not, explain to whom the preferred shares will be issued and in what proportion. Also disclose whether the agreement regarding preferred stock voting rights will remain in effect while the preferred stock remains outstanding. Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Rima Moawad Steven B. Stokdyk
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August 12, 2025
Alessandro Petruzzi
Chief Executive Officer
Terra Innovatum Global S.R.L.
Via Matteo Trenta 117
Lucca, Italy 55100
Gus Garcia
Chief Executive Officer
GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731
Re:Terra Innovatum Global S.R.L.
Amendment No. 3 to Registration Statement on Form S-4
Filed August 1, 2025
File No. 333-287271
Dear Alessandro Petruzzi and Gus Garcia:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 1, 2025
General
We note your response to prior comment 2. Given your disclosure on pages xxii and
xxiii, it appears that the preferred shares may convert to ordinary shares at any time
following closing. As such, please advise how you determined to not register the
conversion in this registration statement. Please also revise to clarify whether the 1.
August 12, 2025
Page 2
preferred shares will be issued to the same quotaholders and in the same proportion as
the ordinary shares issued in the transaction. If not, explain to whom the preferred
shares will be issued and in what proportion. Also disclose whether the agreement
regarding preferred stock voting rights will remain in effect while the preferred stock
remains outstanding.
Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Rima Moawad
Steven B. Stokdyk