SecProbe.io

CORRESP
1
filename1.htm

    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

    July 14, 2025
    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:
    SiSi Cheng

Claire Erlanger

Erin Donahue

Geoffrey Kruczek

Division of Corporation Finance

Office of Real Estate &
Construction

    Re:
    Terra Innovatum Global S.R.L.

Amendment No. 1 to Registration Statement
on Form S-4

Filed June 26, 2025

File No. 333-287271

To the addressees set forth above:

On behalf of our clients,
Terra Innovatum Global S.R.L., Terra Innovatum s.r.l. and GSR III Acquisition Corp. (collectively, the “Registrants”),
we submit this letter setting forth the responses of the Registrants to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 10, 2025 (the
“Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the
Registrants on June 26, 2025. Concurrently with the filing of this letter, the Registrants have filed a Registration Statement on Form
S-4/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 Registrants’ response thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Registration Statement on
Form S-4 filed June 26, 2025

Summary, page 1

    1.
    We note your revisions in response to prior comments 4 and 12. Please disclose on the cover page any material financing transactions since the initial public offering or that will occur in connection with the business combination, as previously requested. Also revise to state in the summary the information required by Item 1604(b)(5)regarding the May 2025 and June 2025 Bridge Loan.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on the cover page and page 13
of the Registration Statement.

Selected Financial Data of GSR III, page 18

    2.
    Please revise the net income (loss) per share, average shares outstanding and total assets amounts on page 18 to agree with the amounts presented on pages F-2 and F-3.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 18 of the Registration
Statement.

Certain Unaudited Terra Innovatum Prospective
Financial Information, page 78

    3.
    Refer to the disclosure added on page 80 in response to prior comment 23. In light of Terra Innovatum's stage of development, revise to clarify the material assumptions to which you refer, the basis underlying each assumption and how the assumptions relate to the number of deployments in each year. For example, it is unclear what "assessment of demand" was performed and how it resulted in the number of reactors to be sold in each year of deployment. It is similarly unclear how you determined the number of commercial contracts expected to be signed.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 80 of the Registration
Statement.

Opinion of GSR III's Financial Advisor, page
83

    4.

    We note your response to prior comment 83. You define "Transaction
    Consideration" as the PubCo shares to be issued in exchange for GSR III Class A shares, so that definition appears to exclude any
    consideration issued to holders of equity of Terra Innovatum. The opinion in Annex E appears to be similarly limited in scope. Notwithstanding
    that:

    ●	the
    third paragraph in this section says that the fairness opinion relates to the "Transaction Consideration" to be paid to shareholders
    of Terra Innovatum; and

    ●	on
    page xxviii, you disclose the opinion relates to "the consideration to be paid by GSRIII in the Merger."

    Please reconcile. If the fairness opinion does
    not relate to what the SPAC is paying to acquire the target, ensure your disclosure throughout makes that clear.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised the disclosure on page xxviii, 67 and
83 to be consistent with the other places where the description of the opinion is disclosed. The Registrants inform the Staff that the
Transaction Consideration (i.e. the PubCo shares to be issued) takes into account the acquisition of the target because PubCo includes
target.

    2

General

    5.
    Please reconcile your response to prior comment 50 with the references to "employment agreements" on pages 3 and 75.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that while the parties intend on entering into employment agreements at Closing,
the forms of such agreements have not yet been prepared. The Registrants will file such employment agreements as exhibits to a subsequent
amendment to the Registration Statement and provide the requisite disclosure of the terms of such employment agreements in that subsequent
amendment as well.

    6.
    We note your response to prior comment 52. Please revise to clarify how Cayman Islands law handles treatment of fractional shares.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 226 of the Registration
Statement.

    7.
    Please disclose your response to prior comment 54.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 47 of the Registration
Statement.

    8.
    We note your response to prior comment 56 and reissue. Specifically, please expand your disclosure to discuss the potential conflicts of interest of the target company officers, target company directors, and the target company.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants had previously included disclosure of the potential
conflicts of interest of the target company and its officers and directors on the cover page. We have revised the heading to clarify
that the paragraphs discuss conflicts of interest. We have also revised disclosure on pages 8 and 81 of the Registration Statement to
include this disclosure in the Summary section and in the body of the prospectus/proxy statement.

    9.
    We note your response to prior comment 61. Please revise to highlight the 10,000 votes per preferred share and the agreement you mention, including its material features, and file that agreement as an exhibit. Ensure your disclosure explains whether, and if so, how, holders of a single preferred share can divide the 10,000 votes to which they are entitled to be in the same proportion as all other holders who voted on a matter.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages xxiii and 228 of the
Registration Statement to clarify how it is anticipated that the preferred shares will be voted. The Terra holders intend to enter into
a Relationship Agreement that is still in the process of being prepared. It is anticipated that the Relationship Agreement will provide
that the holders will waive voting rights to the extent permitted by Dutch law. The holders will also grant a proxy to the Chief Executive
Officer to vote the shares proportionally on any matters where voting cannot be waived. The Registrants undertake to file a copy of the
Relationship Agreement, once finalized, as an exhibit to the Registration Statement.

    3

    10.
    Please address the last two sentences of prior comment 61.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the neither the preferred shares nor the ordinary shares underlying
the preferred shares are being registered on this registration statement. It is intended that the preferred shares be restricted securities
and are being issued pursuant to an exemption from registration. As such, the ordinary shares underlying the preferred shares must also
be exempt securities. We would anticipate that post-Closing, the resale of such ordinary shares would be registered on a registration
statement on Form S-1.

    11.
    We note your response to prior comment 59. Regardless of whether you are " not seeking to be treated" as a foreign private issuer or "intend to be treated" as a domestic issuer, it continues to appear that you may satisfy the definition of "foreign private issuer." Please provide your analysis of whether the combined company will be a foreign private issuer and, if so, add any appropriate risk factors.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that, currently, Terra Innovatum Global meets the definition of a foreign
private issuer as more than 50% of its outstanding securities are held by parties that are not US residents as of a date within 30 days
prior to the filing of the Registration Statement. As outlined on Exhibit A hereto, it is possible that, assuming the transactions described
in the Registration Statement have occurred, at June 30, 2026, it will no longer meet the definition of a foreign private issuer although
it cannot be determined with certainty at this point. In either event, the Registrants have opted to file using the registration statements
applicable to a domestic issuer and intend to comply with the domestic filer reporting requirements. In response to the Staff’s
comment, we have added disclosure on pages xxi and 1 as well as Risk Factors on page 51 regarding the possibility that the combined company
will meet the definition of a foreign private issuer and opt to comply with those reporting rules.

    12.
    Please reconcile your revisions added in response to prior comment 44 with your disclosure on page 72 that GSR III has completed over 20 successful business combinations since 2020. Also revise to clarify what you mean by "successful."

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 72 of the Registration
Statement.

    4

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible.

Please direct any questions
or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com.

    Very truly yours,

    /s/ Steven B. Stokdyk

    Steven B. Stokdyk

    cc:
    Gus Garcia, Co-Chief Executive Officer, GSR III Acquisition Corp.

    Lewis Silberman, Co-Chief Executive Officer, GSR III Acquisition Corp

    Alessandro Petruzzi, Chief Executive Officer, Terra Innovatum Global S.R.L.

    Mitchell Nussbaum, Loeb & Loeb LLP

    Tahra Wright, Loeb & Loeb LLP

    5

EXHIBIT
A

Foreign
Private Issuer Analysis

Under
Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), a foreign private issuer is defined as a foreign
issuer that any foreign issuer other than a foreign government except an issuer meeting the conditions set forth below. Generally, the
determination is made as of the last business day of its most recently completed second fiscal quarter but in the case of a new registrant,
it is made within 30 days prior to the date of filing of the registration statement.

The
conditions are as follows:

(i)
More than 50 percent of the outstanding voting securities are directly or indirectly owned of record by residents of countries other
than the United States (the “shareholdings test”); or

(ii)
More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the
United States and any of the following is met (the “business contacts test”):

(A)
The majority of the executive officers or directors are United States citizens or residents;

(B)
More than 50 percent of the assets of the issuer are located in the United States; or

(C)
The business of the issuer is administered principally in the United States.

Analysis

As
the determination of a new issuer is made within 30 days prior to the filing of the registration statement, that is the relevant time
period for analyzing Terra Innovatum’s current status. As of that date, more than 50% percent of the shares were owned by non-US
residents. There are three US resident shareholders who own a combined 44.2% of the outstanding shares.

The
next date on which Terra Innovatum will be required to test its foreign private issuer status will be June 30, 2026. Assuming the Business
Combination has closed, it is likely that it will fail to qualify as a foreign private issuer at that point in time under the shareholdings
test but not yet clear whether it will fail under the business contacts test.

Shareholdings
Test

    Assuming
    No Redemption
    Assuming
    Maximum Redemption

    Holders
    #
    of Shares
    #
    of US Shares
    Holders
    #
    of Shares
    #
    of US Shares

    Terra
    Shareholders(1)
    47,500,000
    20,995,000
    Terra
    Shareholders
    47,500,000
    20,995,000

    GSR
    Public Holders(2)
    26,285,714
    26,285,714
    GSR
    Public Holders
    6,704,978
    6,704,978

    GSR
    Sponsor and Related(3)
    6,232,857
    6,232,857
    GSR
    Sponsor and Related
    6,232,857
    6,232,857

    Others(4)
    957,004
    --
    Others
    957,004
    --

    Total(5)
    80,975,575
    53,513,571
    Total
    61,394,839
    33,932,835

 (1) Based
                                            on current stock ownership, 44.2% of the outstanding shares to be held by Terra holders will
                                            be held by US residents.

 (2) It
                                            is assumed that all of these shares are held by US residents.

 (3) These
                                            shares are all held by US residents.

 (4) Consists
                                            of 223,000 shares issued to PAC as a placement agent fee which will be held by a non-US entity
                                            and 734,004 shares to be issued upon conversion of the bridge loans. For purposes hereof,
                                            we have assumed all are not US residents as it does not change the result.

 (5) Totals
                                            are based on shares expected to be outstanding. Could change based on any PIPE although it
                                            is expected that any PIPE investment would involve US resident investors.

    6

Based
on these estimates, it is anticipated that more than 50% of the outstanding shares will be held by US residents. Therefore, in order
to be deemed a foreign private issuer, one of the business contacts tests will have to be met.

Business
Contacts Test

Executive
Officers

Anticipated
that 3 of the 6 executive officers will be non-US residents. This condition is not satisfied.

Directors

There
will