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SEC Company Response from Terra Innovatum Global N.V. (NKLR) — Jul 31, 2025

Terra Innovatum Global N.V.
Date: July 31, 2025 · CIK: 0002067627 · Accession: 0001213900-25-070225

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File numbers found in text: 333-287271

Referenced dates: July 24, 2025

Date
July 31, 2025
Author
/s/ Steven B. Stokdyk
Form
CORRESP
Company
Terra Innovatum Global N.V.

Letter

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 31, 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. 2 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 24, 2025 (the “Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the Registrants on July 15, 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.

Registration Statement on Form S-4 filed July 15, 2025

Certain Unaudited Terra Innovatum Prospective Financial Information, page 82

1. We note your response to prior comment 3. Please revise to clarify how the information you added in response to that comment resulted in the number of reactors to be deployed in each year. It is unclear from your disclosure how the qualitative factors you discuss, like "customer interviews and secondary research," resulted in the specific quantitative conclusions regarding the number of reactors deployed in each year.

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.

General

2. We note your response to prior comment 10. Please advise us what exemption from registration you are relying on to issue the 8,000 preferred shares and the facts on which you rely to claim that exemption, including to whom those shares will be issued. In this regard, we note the disclosure that the preferred shares will be issued to "legacy Terra Innovatum Quotaholders." However, we also note from your disclosure that "legacy Terra Innovatum Quotaholders" will also receive PubCo ordinary shares in the transaction you are registering here.

Response: The Registrants acknowledge the Staff’s comment and respectfully advise the Staff that in connection with PubCo’s conversion from Italy to the Netherlands, the quotas, which is the Italian term for the capital of the capital, will be converted into ordinary shares and preferred shares. The Registrants have added the 8,040 preferred shares to the Exhibit 107 fee table.

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

Show Raw Text
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 31, 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. 2 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 24, 2025 (the
“Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the
Registrants on July 15, 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.

Registration Statement on Form S-4 filed July
15, 2025

Certain Unaudited Terra Innovatum Prospective
Financial Information, page 82

    1.
    We note your response to prior comment 3. Please revise to clarify how the information you added in response to that comment resulted in the number of reactors to be deployed in each year. It is unclear from your disclosure how the qualitative factors you discuss, like "customer interviews and secondary research," resulted in the specific quantitative conclusions regarding the number of reactors deployed in each year.

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.

General

    2.
    We note your response to prior comment 10. Please advise us what exemption from registration you are relying on to issue the 8,000 preferred shares and the facts on which you rely to claim that exemption, including to whom those shares will be issued. In this regard, we note the disclosure that the preferred shares will be issued to "legacy Terra Innovatum Quotaholders." However, we also note from your disclosure that "legacy Terra Innovatum Quotaholders" will also receive PubCo ordinary shares in the transaction you are registering here.

Response: The Registrants
acknowledge the Staff’s comment and respectfully advise the Staff that in connection with PubCo’s conversion from Italy
to the Netherlands, the quotas, which is the Italian term for the capital of the capital, will be converted into ordinary shares and
preferred shares. The Registrants have added the 8,040 preferred shares to the Exhibit 107 fee table.

    2

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

    3