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SEC Company Response from Terra Innovatum Global N.V. (NKLR) — Sep 3, 2025

Terra Innovatum Global N.V.
Date: Sept. 3, 2025 · CIK: 0002067627 · Accession: 0001213900-25-084091

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File numbers found in text: 333-287271

Referenced dates: August 12, 2025

Date
September 3, 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

September 3, 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. 3 to Registration Statement on Form S-4

Filed August 1, 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 August 12, 2025 (the “Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the Registrants on August 1, 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. 3 to Registration Statement on Form S-4 filed August 1, 2025

General

1. 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 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.

Response: The Registrants acknowledge the Staff’s comments. After discussion with the Staff and confirmation that the preferred shares that are being registered may be convertible into ordinary shares within one year after issuance, the Registrants acknowledge that the ordinary shares underlying the 8,040 preferred shares should be registered on this registration statement in accordance with Compliance and Disclosure Interpretation Question103.04. As a result, the Registrants have included an additional 80,400,000 ordinary shares for registration on this registration statement. The Registrants also advise the Staff that 8,000 of the 8,040 preferred shares that will be issued will be issued on a pro rata basis to the same quotaholders with the remaining 40 preferred shares to be issued to Terra’s financial advisor. The Registrants confirm that the agreement regarding the preferred stock voting rights will remain in effect while the preferred stock remains outstanding.

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

    September 3, 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. 3 to Registration Statement
on Form S-4

Filed August 1, 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 August 12, 2025 (the
“Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the
Registrants on August 1, 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. 3 to Registration Statement on
Form S-4 filed August 1, 2025

General

    1.
    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 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.

Response: The Registrants
acknowledge the Staff’s comments. After discussion with the Staff and confirmation that the preferred shares that are being
registered may be convertible into ordinary shares within one year after issuance, the Registrants acknowledge that the ordinary
shares underlying the 8,040 preferred shares should be registered on this registration statement in accordance with Compliance and
Disclosure Interpretation Question103.04. As a result, the Registrants have included an additional 80,400,000 ordinary shares for
registration on this registration statement. The Registrants also advise the Staff that 8,000 of the 8,040 preferred shares that
will be issued will be issued on a pro rata basis to the same quotaholders with the remaining 40 preferred shares to be issued to
Terra’s financial advisor. The Registrants confirm that the agreement regarding the preferred stock voting rights will remain
in effect while the preferred stock remains outstanding.

    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