SecProbe.io

June 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.
Registration Statement on Form S-4
Filed May 14, 2025
File No. 333-287271
Dear Alessandro Petruzzi and Gus Garcia:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form S-4 filed May 14, 2025
Cover Page
1.Please revise your cover page to state that the GSR III Board determined that the
Business Combination and Plan of Merger were "advisable, fair to, and in the best
interests of, GSR III and its shareholders," as disclosed on page 5. Also revise to state
that GSR III Board obtained a fairness opinion from EntrepreneurShares LLC. See
Item 1604(a)(1) of Regulation S-K.

June 12, 2025
Page 2
2.Please revise your disclosure to include and quantify all amounts of compensation
received or to be received by the SPAC Sponsor, its affiliates, and promoters. In the
instance that out-of-pocket expenses or outstanding loans are incurred, quantify the
amount to be paid. Please also provide a cross-reference to the locations of related
disclosure in the prospectus. Address each aspect of Item 1604(a)(3) of Regulation S-
K.
3.Please expand the ownership table to include the ownership percentages of all holders
of PubCo shares immediately after the Business Combination.
4.Please describe any material financing transactions that have occurred since the initial
public offering of the special purpose acquisition company or will occur in connection
with the consummation of the de-SPAC transaction. For example, we note you
entered into a Bridge Loan on May 4, 2025 and a related agreement on May 6, 2025.
See Item 1604(a)(2) of Regulation S-K.  We also note references to a PIPE transaction
or alternative financing.
5.We note your disclosure that the GSR III Board has approved the business
combination agreement and business combination. Please revise your disclosure here,
and where appropriate, to state whether any director or member of a similar governing
body of the SPAC voted against, or abstained from voting on, approval of the de-
SPAC transaction. If so, identify such persons, and indicate, if known after making a
reasonable inquiry, the reasons for the vote against the transaction or the abstention.
See Item 1606(e) of Regulation S-K.
6.We note your disclosure that public shareholders may elect to redeem their shares
even if they vote "for" the Business Combination Proposal. Please revise to clarify, if
true, that public shareholders may elect to redeem whether they vote for or against the
Business combination Proposal.
Cautionary Note Regarding Forward-Looking Statements, page xiv
7.We note your disclosure that statements "are inherently uncertain, and you are
cautioned not to unduly rely on these statements." Such statement may imply an
inappropriate disclaimer of liability for information in the proxy statement/prospectus.
Please revise to remove any implication that investors are not entitled to rely on
information in your registration statement.
Questions and Answers
What will Terra Innovatum quotaholders receive in the Business Combination?, page xxii
8.Please clarify here the "certain circumstances" in which legacy Terra Innovatum
Quotaholders will be entitled to receive additional PubCo ordinary shares, or include
a cross-reference to that discussion.
Summary, page 1
9.Please provide in tabular format in your summary the terms and amount of
compensation to be received by the Sponsor, its affiliates, and promoters in
connection with the business combination. Ensure your disclosure addresses each
aspect of Item 1604(b)(4) of Regulation S-K.

June 12, 2025
Page 3
10.Provide early in the summary a diagram of the company's corporate structure,
identifying the person or entity that owns the equity in each depicted entity.
11.Please disclose any circumstances or arrangements under which the sponsor, its
affiliates, and promoters could indirectly transfer ownership of your securities through
transfers of sponsor membership interests. See Item 1603(a)(6) of Regulation S-K.
12.Discuss the material terms of any material financing transactions that have occurred or
will occur in connection with the consummation of the de-SPAC transaction, the
anticipated use of proceeds from those financing transactions, and the dilutive impact,
if any, of those financing transactions on non-redeeming shareholders. See Item
1604(b)(5).
Selected Financial Data of GSR III, page 16
13.Your presentation of net loss of $949,295 for the year ended December 31, 2024 does
not appear consistent with data present in the Statements of Operations on page F-4.
Please revise or advise.
Risk Factors, page 19
14.We note your disclosure on page 1 that the money in your trust account is invested in
U.S. government securities or in money market funds registered Under the Investment
Company Act. Please disclose the risk that you could be considered to be operating as
an unregistered investment company. Disclose that if you are found to be operating as
an unregistered investment company, you may be required to change your operations,
wind down your operations, or register as an investment company under the
Investment Company Act. Also include disclosure with respect to consequences to
investors if you are required to wind down your operations as a result of this status,
such as the losses of investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire
worthless.
Neither the GSR III board of directors, page 41
15.Reconcile your disclosure in this risk factor with your disclosure beginning on page
79.
The Business Combination
Background of the Business Combination, page 62
16.Please revise to clarify whether Allison Macfarlane will be paid any fees in
connection with her consulting work for GSR III. Please also describe her role as a
consultant and in the negotiation of the Business Combination.
17.Please revise to explain how you determined the pre-transaction valuation disclosed
on page 64.
18.Revise your disclosure here to expand the discussion of GSR III's and Terra's reasons
for engaging in the business combination, and whether either entity considered other
transactions, such as Terra conducting a traditional IPO, in lieu of a de-SPAC. In
addition, discuss the reasons for the timing and structure of the merger for the parties.
See Item 1605(b)(3) of Regulation S-K.

June 12, 2025
Page 4
19.Describe the effects of the de-SPAC transaction and any related financing transaction
on the special purpose acquisition company and its affiliates, the SPAC sponsor and
its affiliates, the target company and its affiliates, and unaffiliated security holders of
the special purpose acquisition company. The description must include a reasonably
detailed discussion of both the benefits and detriments of the de-SPAC transaction and
any related financing transaction to the special purpose acquisition company and its
affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates,
and unaffiliated security holders of the special purpose acquisition company. The
benefits and detriments of the de-SPAC transaction and any related financing
transaction must be quantified to the extent practicable.
20.Your disclosure on page 63 indicates that PAC was acting on behalf of Terra
Innovatum on November 14, 2024.  However, your other disclosure states that PAC
was not engaged by Terra Innovatum until December 18, 2024.  Please reconcile.
GSR III Board’s Reasons for Approval of the Business Combination, page 67
21.Please refer to third bullet.  Expand to describe in greater detail the "forecasts" and
"valuation analyses" with respect to the Business Combination to which you refer.
Provide the disclosures required by Items 1607 and 1609 of Regulation S-K, as
applicable.
22.We note your disclosure on page 68 that an adverse result in "the adidas lawsuit
against Thom Browne" could be a negative factor concerning the Business
Combination. Please revise to explain the relevance of that lawsuit, and if the result is
material to the Business Combination, provide appropriate risk factor disclosure.
Certain Unaudited Terra Innovatum Prospective Financial Information, page 73
23.Refer to the penultimate paragraph on page 76.  Please revise to clarify the contents of
the "illustrative schedule" you mention, when that schedule was prepared and for what
purpose it was used.  Please also revise to disclose the material assumptions and bases
for the deployment numbers to which you refer.
Conflicts of Interest, page 77
24.Please expand the disclosure in this section to describe the fiduciary duties of each
director of the SPAC to other companies to which they have fiduciary duties. See Item
1603(c) of Regulation S-K.

June 12, 2025
Page 5
Opinion of GSR III's Financial Advisor, page 79
25.In the first paragraph, you disclose the opinion relates to the fairness to GSR III and
its shareholders "of the Total Consideration . . . to be issued or paid to such
shareholders in the Business Combination," with Total Consideration meaning the
shares to be issued by PubCo in exchange for the SPAC's outstanding shares. In the
third paragraph, you disclose that the opinion relates to the "Transaction
Consideration to be issued or paid to the shareholders of Terra Innovatum." Please
reconcile and ensure the scope of the fairness opinion provided is disclosed
consistently. We note, in this regard, multiple other instances in your disclosure where
the scope of the opinion appears to be disclosed inconsistently, including pages xxviii,
65, 67 and E-4.
Material U.S. Federal Income Tax Consequences, page 84
26.Please revise to provide the federal income tax consequences of the de-SPAC
transaction to (i) the SPAC, (ii) the target company, (iii) target security holders, and
(iv) the SPAC security holders. See Item 1605(b)(6) of Regulation S-K. File the
opinions required by Item 601(b)(8) of Regulation S-K.  In this regard, we note
disclosure that "[i]t is intended" the transactions will qualify as exchanges and that it
is "unclear" whether the merger will qualify as a reorganization. It is permissible for
counsel to provide a "should" or "more likely than not" opinion, rather than a "will"
opinion, if the disclosure and opinion explains the reasons for the uncertainty and the
related risks to investors.
Unaudited Pro Forma Condensed Combined Financial Information, page 119
27.You disclose on page 123 that the maximum redemption scenario reflects the
redemption of the maximum number of GSR III Class A ordinary shares subject to
possible redemption that can be redeemed while allowing both the minimum net
tangible assets and GSR III available cash conditions to be met. This statement does
not appear accurate as neither the no redemption scenario or the maximum redemption
scenario presented on pages 124 and 125 appears to meet the minimum net tangible
asset requirement of $5,000,001. Tell us and disclose how you intend to comply with
the minimum net tangible asset requirement which is one of the conditions to the
closing included in the Business Combination Agreement.
28.Please disclose the amount and the computation of the total merger consideration, as
well as the per share merger consideration.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 125
29.Please disclose the pro forma common stock authorized, issued and outstanding on the
face of the pro forma balance sheet.

June 12, 2025
Page 6
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Pro Forma Presentation, page 127
30.Please revise footnote (19) to disclose that the Total PubCo Ordinary Shares presented
on page 128 excludes the shares underlying the warrant issued to PAC.
31.Please explain to us why 549,000 Vesting Sponsor shares that are subject to certain
vesting or forfeiture and cancellation conditions are included in the PubCo ordinary
shares held by Sponsor in the Total PubCo Ordinary Shares table on page 128, but are
excluded from the sponsor ownership tables include in the Letter to Shareholders of
GSR III as well as the adjusted sponsor shares amount on page 10.
2. Accounting Treatment for the Transaction, page 128
32.We note your disclosure here that PubCo's acquisition of GSR III will be treated as an
asset acquisition in accordance with ASC 805-50, as GSR III does not meet the ASC
805 definition of business. The net assets of GSR III will be stated at their carrying
values, which are deemed to be stated at their respective fair values, and no goodwill
will be recognized. . It appears to us that the business combination should be
accounted for as a reverse recapitalization based on your conclusion that Terra
Innovatum has been determined to be the accounting acquirer. As such, the financial
statements of the combined entity should represent a continuation of the financial
statements of Terra Innovatum with the business combination being treated as the
equivalent of Terra Innovatum issuing stock for the net assets of GSR III,
accompanied by a recapitalization. Please revise your disclosures to present the
appropriate accounting treatment.
3. Adjustments to Unaudited Pro Forma Condensed Combined Balance as of December 31,
2024, page 129
33.We note your disclosure that you will pay PAC a $2.5 million success fee payable in
cash at the Closing. Please tell us and disclose how is the success fee reflected in the
pro forma financial statements.
34.We note your disclosure in adjustment 3(g) and in adjustment 4(b), that as the GSR III
net assets acquired primarily consist of monetary assets, Cash and Investments held in
Trust Account, it was determined to not be appropriate to allocate the excess of the
fair value of the PubCo Ordinary Shares transferred to the GSR III net assets acquired
as this would result in the recognition of an immediate loss when subsequent U.S.
GAAP were to be applied. As such, the excess of the fair value of the PubCo Ordinary
Shares transferred over the GSR III net assets acquired has been recorded to Other
operating costs in the unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2024. Please explain to us, and revise to
disclose, your basis of accounting under US GAAP for recording this difference as an
expense item.

June 12, 2025
Page 7
35.We note your disclosure in adjustment 3(o), that Terra Innovatum expects to enter into
a bridge loan agreement. Any related adjustments will be included once the agreement
has been executed and analyzed.  We also note your disclosure on page 149 that on
May 4, 2025, you entered into a debt note subscription agreement (the “Bridge Loan”)
for five debt notes for the principal amount of $100,000 each, having an aggregate
value equal to $500,000.  We also note that you entered into a letter agreement to
convert the Bridge Loan into ordinary shares of Terra Global if the Merger is
completed.  Please revise your pro formas to include this debt and expected
conversion into common shares.
4. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for
the Year Ended December 31, 2024, page 136
36.As you will become a taxpaying entity following the completion of your planned
merger, please provide the income tax effect in your pro forma f