Correspondence 0001213900-24-077087 from GSR III Acquisition Corp. (GSRT, GSRTU) (CIK 0002029023)
GSR III Acquisition Corp. (GSRT, GSRTU) (CIK 0002029023)
Date: Sept. 9, 2024 · CIK: 0002029023 · Accession: 0001213900-24-077087
AI Filing Summary & Sentiment
File numbers found in text: 333-280842
Referenced dates: August 28, 2024
Letter
September 9, 2024
South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
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Hamburg Silicon Valley
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Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
VIA EDGAR AND ELECTRONIC MAIL
Securities and Exchange Commission
Division of Corporation Finance
F Street, N.E.
Washington, D.C. 20549
Attn: Jeffrey Lewis
Shannon Menjivar
Kibum Park
Mary Beth Breslin
Division of Corporation Finance
Office of Real Estate & Construction
Re: GSR III Acquisition Corp.
Registration Statement on Form S-1
Filed July 16, 2024
File No. 333-280842
To the addressees set forth above:
On behalf of our client, GSR III Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated August 28, 2024 (the “Comment Letter”) with respect to the Registration Statement on Form S-1 filed with the Commission by the Company on July 16, 2024. Concurrently with the filing of this letter, the Company has filed a Registration Statement on Form S-1/A (the “Registration Statement”) through EDGAR.
For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
September 9, 2024
Page 2
Registration Statement on Form S-1 filed July 16, 2024
General
1. In the seventh paragraph, please revise to clarify when the warrants will become exercisable.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will no longer be issuing warrants in connection with its initial public offering. The units will now consist of one Class A ordinary share and one-seventh of a right to receive one Class A ordinary share upon the consummation of the initial business combination.
2. If you may extend the time frame to complete your initial business combination beyond 21 months after closing of this offering, with or without shareholder approval, revise to so state. See Item 1602(a)(1) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page of the Registration Statement.
3. Please revise to state the amount of compensation received or to be received by the sponsor, its affiliates, and promoters. For example, we note disclosures elsewhere regarding repayment of loans made by the sponsor, fees for advisory services, and other compensation. Please also revise to discuss whether the compensation to be paid and securities issued to the sponsor, its affiliates, and promoters may result in a material dilution of the purchasers’ equity interests. Lastly, please also revise to provide a highlighted cross-reference to all the locations of related disclosures in the prospectus. See Item 1602(a)(3) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page of the Registration Statement. The Company also respectfully advises the Staff that no additional loans have been entered into at this time nor are contemplated.
4. Please expand your discussion of the non-managing sponsor investors to disclose the different interests they may have. In this regard, we note your statement on page 63 that they will potentially have different interests from public shareholders.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page of the Registration Statement.
5. When discussing dilution relating to the founder shares, please revise to also state whether the anti-dilution adjustment to the founder shares in connection with your initial business combination may result in a material dilution of the purchasers’ equity interests. See Item 1602(a)(3) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that no anti-dilution adjustments of the founder shares in connection with our initial business combination are contemplated at this time.
September 9, 2024
Page 3
6. Please revise your cross-references to the dilution and conflicts of interest disclosures to provide a cross-reference to all the locations of related disclosures in the prospectus. Also, the cross-references should be highlighted by prominent type or in another manner. See Items 1602(a)(4) and (5) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on the cover page of the Registration Statement.
7. We refer you to your tabular presentation of dilution at quartile intervals on the cover page and elsewhere in the filing. Such tabular presentation appears to assume your maximum redemption threshold is the entire amount of shares to be sold to public shareholders as part of this offering. We further note your disclosure throughout your filing that you may not redeem your public shares in an amount that would cause your net tangible assets to be less than $5,000,001. Please tell us how you considered this redemption restriction in your determination of your maximum redemption threshold for your dilution presentation. Please refer to Item 1602(a)(4) and (c) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company expects the investors in its sponsor will contribute at least $5,000,001, which will satisfy the net tangible asset requirement.
Summary, page 1
8. Please disclose any plans to seek additional financings and how the terms of additional financings may impact unaffiliated security holders. In this regard, we note your risk factor on page 54 that you may be required to seek additional financing. See Regulation S-K Item 1602(b)(5).
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 11, 88, 100 and 101 of the Registration Statement.
Our Sponsor, page 5
9. Please revise the table on page 5 to provide the disclosures required by Item 1602(b)(6) of Regulation S-K with respect to the repayment of loans, reimbursement of out-of-pocket expenses, the anti-dilution adjustment of the founder shares, fees for financial advisory services, and securities that may be issued upon the conversion of loans made by the sponsor, as mentioned on page 31.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 5 and 95 of the Registration Statement.
September 9, 2024
Page 4
10. Following the table on page 5 disclosing the nature and amount of compensation to be received, revise to disclose the extent to which the securities issuance of shares, warrants and shares underlying warrants (which may be exercised on a cashless basis), may result in a material dilution of the purchasers’ equity interests, including shares and warrants that may be converted from loans from the sponsor. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 6 and 95 of the Registration Statement. The Company also advises the Staff that the Company will no longer be issuing warrants in connection with its initial business combination.
Additional Disclosures, page 9
11. Please revise the appropriate section of your Summary to disclose that your ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing business combination transaction candidate and that significant competition may impact the attractiveness of the acquisition terms that the SPAC will be able to negotiate. In this regard, we note your disclosure on page 119 that you expect to encounter intense competition from other entities having a business objective similar to yours and that you may have a competitive disadvantage in successfully negotiating a business combination.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 12 and 101 of the Registration Statement.
Sourcing of Potential Business Combination Targets, page 11
12. Where you state on page 11 that you are not prohibited from pursuing an initial business combination with an affiliated entity, state that you will obtain an opinion from an independent third party as to the fairness of the transaction. We note disclosure on page 131 that in the event you seek to complete your initial business combination with such a company, you, or a committee of independent and disinterested directors, will obtain a fairness opinion from an independent investment banking firm or from an independent accounting firm. Additionally, in your summary here and on page 32, expand to describe the conflicts of interest that may arise in the event you do pursue an initial business combination with an affiliated entity.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 12, 32 and 130 of the Registration Statement.
September 9, 2024
Page 5
Exercise Period, page 15
13. Please reconcile your statement that you are not registering the Class A ordinary shares issuable upon exercise of the warrants with the Calculation of Filing Fee Table filed in Exhibit 107.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will no longer be issuing warrants in connection with its initial public offering.
Manner of conducting redemptions, page 25
14. With respect to the number of days prior to a shareholder vote in connection with an initial business combination that you expect you will mail a final proxy statement to shareholders, please revise to be consistent with the minimum dissemination period in Exchange Act Rule 14a-6(q).
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 25, 108, 109 and 117 of the Registration Statement.
Redemption of public shares and distribution..., page 30
15. Please disclose whether security holders will have voting or redemption rights with respect to the extension from 18 to 21 months. Please also disclose whether there are any limitations on extensions, including the number of times you may seek to extend. Finally, disclose the consequences to the sponsor of not completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 29, 30, 40, 110, 148 and the cover page of the Registration Statement.
Conflicts of Interest, page 32
16. Please disclose the additional conflicts of interest relating to repayment of loans, reimbursement of the sponsor and others for any out-of-pocket expenses and forfeiture of fees in the event you do not complete a de-SPAC transaction within the allotted time. See Regulation S-K Item 1602(b)(7).
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on pages 33 and 120 of the Registration Statement.
September 9, 2024
Page 6
We may not be able to complete an initial business combination since such initial busines
Show Raw Text
CORRESP
1
filename1.htm
September
9, 2024
355
South Grand Avenue, Suite 100
Los Angeles,
California 90071-1560
Tel: +1.213.485.1234
Fax: +1.213.891.8763
www.lw.com
FIRM / AFFILIATE
OFFICES
Austin Milan
Beijing Munich
Boston New
York
Brussels Orange
County
Century City Paris
Chicago Riyadh
Dubai San
Diego
Düsseldorf San
Francisco
Frankfurt Seoul
Hamburg Silicon
Valley
Hong Kong Singapore
Houston Tel
Aviv
London Tokyo
Los Angeles Washington,
D.C.
Madrid
VIA
EDGAR AND ELECTRONIC MAIL
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn: Jeffrey
Lewis
Shannon Menjivar
Kibum Park
Mary Beth
Breslin
Division of
Corporation Finance
Office of
Real Estate & Construction
Re: GSR
III Acquisition Corp.
Registration Statement
on Form S-1
Filed July
16, 2024
File No.
333-280842
To
the addressees set forth above:
On
behalf of our client, GSR III Acquisition Corp. (the “Company”), we submit this letter setting forth the responses
of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated August 28, 2024 (the “Comment Letter”)
with respect to the Registration Statement on Form S-1 filed with the Commission by the Company on July 16, 2024. Concurrently with the
filing of this letter, the Company has filed a Registration Statement on Form S-1/A (the “Registration Statement”)
through EDGAR.
For
your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s
response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
September
9, 2024
Page 2
Registration
Statement on Form S-1 filed July 16, 2024
General
1. In
the seventh paragraph, please revise to clarify when the warrants will become exercisable.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will no longer be issuing
warrants in connection with its initial public offering. The units will now consist of one Class A ordinary share and one-seventh of
a right to receive one Class A ordinary share upon the consummation of the initial business combination.
2. If
you may extend the time frame to complete your initial business combination beyond 21 months
after closing of this offering, with or without shareholder approval, revise to so state.
See Item 1602(a)(1) of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page of the Registration Statement.
3. Please
revise to state the amount of compensation received or to be received by the sponsor, its
affiliates, and promoters. For example, we note disclosures elsewhere regarding repayment
of loans made by the sponsor, fees for advisory services, and other compensation. Please
also revise to discuss whether the compensation to be paid and securities issued to the sponsor,
its affiliates, and promoters may result in a material dilution of the purchasers’
equity interests. Lastly, please also revise to provide a highlighted cross-reference to
all the locations of related disclosures in the prospectus. See Item 1602(a)(3) of Regulation
S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page of the Registration Statement. The Company also respectfully advises the Staff that no additional loans have been entered
into at this time nor are contemplated.
4. Please
expand your discussion of the non-managing sponsor investors to disclose the different interests
they may have. In this regard, we note your statement on page 63 that they will potentially
have different interests from public shareholders.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page of the Registration Statement.
5. When
discussing dilution relating to the founder shares, please revise to also state whether the
anti-dilution adjustment to the founder shares in connection with your initial business combination
may result in a material dilution of the purchasers’ equity interests. See Item 1602(a)(3)
of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that no anti-dilution adjustments of the founder
shares in connection with our initial business combination are contemplated at this time.
September
9, 2024
Page 3
6. Please
revise your cross-references to the dilution and conflicts of interest disclosures to provide
a cross-reference to all the locations of related disclosures in the prospectus. Also, the
cross-references should be highlighted by prominent type or in another manner. See Items
1602(a)(4) and (5) of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page of the Registration Statement.
7. We
refer you to your tabular presentation of dilution at quartile intervals on the cover page
and elsewhere in the filing. Such tabular presentation appears to assume your maximum redemption
threshold is the entire amount of shares to be sold to public shareholders as part of this
offering. We further note your disclosure throughout your filing that you may not redeem
your public shares in an amount that would cause your net tangible assets to be less than
$5,000,001. Please tell us how you considered this redemption restriction in your determination
of your maximum redemption threshold for your dilution presentation. Please refer to Item
1602(a)(4) and (c) of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company expects the investors in its
sponsor will contribute at least $5,000,001, which will satisfy the net tangible asset requirement.
Summary,
page 1
8. Please
disclose any plans to seek additional financings and how the terms of additional financings
may impact unaffiliated security holders. In this regard, we note your risk factor on page
54 that you may be required to seek additional financing. See Regulation S-K Item 1602(b)(5).
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 11, 88, 100 and 101 of the Registration Statement.
Our
Sponsor, page 5
9. Please
revise the table on page 5 to provide the disclosures required by Item 1602(b)(6) of Regulation
S-K with respect to the repayment of loans, reimbursement of out-of-pocket expenses, the
anti-dilution adjustment of the founder shares, fees for financial advisory services, and
securities that may be issued upon the conversion of loans made by the sponsor, as mentioned
on page 31.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 5 and 95 of the Registration Statement.
September
9, 2024
Page 4
10. Following
the table on page 5 disclosing the nature and amount of compensation to be received, revise
to disclose the extent to which the securities issuance of shares, warrants and shares underlying
warrants (which may be exercised on a cashless basis), may result in a material dilution
of the purchasers’ equity interests, including shares and warrants that may be converted
from loans from the sponsor. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 6 and 95 of the Registration Statement. The Company also advises the Staff that the Company will no longer be issuing warrants in
connection with its initial business combination.
Additional
Disclosures, page 9
11. Please
revise the appropriate section of your Summary to disclose that your ability to identify
and evaluate a target company may be impacted by significant competition among other SPACs
in pursuing business combination transaction candidate and that significant competition may
impact the attractiveness of the acquisition terms that the SPAC will be able to negotiate.
In this regard, we note your disclosure on page 119 that you expect to encounter intense
competition from other entities having a business objective similar to yours and that you
may have a competitive disadvantage in successfully negotiating a business combination.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 12 and 101 of the Registration Statement.
Sourcing
of Potential Business Combination Targets, page 11
12. Where
you state on page 11 that you are not prohibited from pursuing an initial business combination
with an affiliated entity, state that you will obtain an opinion from an independent third
party as to the fairness of the transaction. We note disclosure on page 131 that in the event
you seek to complete your initial business combination with such a company, you, or a committee
of independent and disinterested directors, will obtain a fairness opinion from an independent
investment banking firm or from an independent accounting firm. Additionally, in your summary
here and on page 32, expand to describe the conflicts of interest that may arise in the event
you do pursue an initial business combination with an affiliated entity.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 12, 32 and 130 of the Registration Statement.
September
9, 2024
Page 5
Exercise
Period, page 15
13. Please
reconcile your statement that you are not registering the Class A ordinary shares issuable
upon exercise of the warrants with the Calculation of Filing Fee Table filed in Exhibit 107.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will no longer be issuing
warrants in connection with its initial public offering.
Manner
of conducting redemptions, page 25
14. With
respect to the number of days prior to a shareholder vote in connection with an initial business
combination that you expect you will mail a final proxy statement to shareholders, please
revise to be consistent with the minimum dissemination period in Exchange Act Rule 14a-6(q).
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 25, 108, 109 and 117 of the Registration Statement.
Redemption
of public shares and distribution..., page 30
15. Please
disclose whether security holders will have voting or redemption rights with respect to the
extension from 18 to 21 months. Please also disclose whether there are any limitations on
extensions, including the number of times you may seek to extend. Finally, disclose the consequences
to the sponsor of not completing an extension of this time period. See Item 1602(b)(4) of
Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 29, 30, 40, 110, 148 and the cover page of the Registration Statement.
Conflicts
of Interest, page 32
16. Please
disclose the additional conflicts of interest relating to repayment of loans, reimbursement
of the sponsor and others for any out-of-pocket expenses and forfeiture of fees in the event
you do not complete a de-SPAC transaction within the allotted time. See Regulation S-K Item
1602(b)(7).
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised disclosure on
pages 33 and 120 of the Registration Statement.
September
9, 2024
Page 6
We
may not be able to complete an initial business combination since such initial busines