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SEC Company Response from Terra Innovatum Global N.V. (NKLR) — Sep 11, 2025

Terra Innovatum Global N.V.
Date: Sept. 11, 2025 · CIK: 0002067627 · Accession: 0001213900-25-086744

AI Filing Summary & Sentiment

File numbers found in text: 333-287271

Referenced dates: September 10, 2025

Date
September 11, 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 11, 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. 4 to Registration Statement on Form S-4

Filed September 3, 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 September 10, 2025 (the “Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the Registrants on September 3, 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. 4 to Registration Statement on Form S-4 filed September 3, 2025

Certain Unaudited, page 83

1. Please revise your disclosure to state whether or not the target company has affirmed to the special purpose acquisition company that its Unit Economics and Sales Projections reflect the view of the target company’s management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders. See Item 1609(c) of Regulation S-K. Also revise the third and fourth paragraphs under this heading and first paragraph on page 84 to be consistent with the disclosure that you add in response to this comment.

Response: The Registrants acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have revised the disclosure on pages 83 and 84 of the Registration Statement.

Exhibits

2.

Please file a revised legal opinion that does not include the limitations expressed in paragraphs 4.4 and 4.5.

Response: The Registrants acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have filed a revised Exhibit 5.1 legal opinion which updates paragraphs 4.4 and 4.5.

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
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    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 11, 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. 4 to Registration Statement
on Form S-4

Filed September 3, 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 September 10, 2025
(the “Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by
the Registrants on September 3, 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. 4 to Registration Statement on
Form S-4 filed September 3, 2025

Certain Unaudited, page 83

    1.
    Please revise your disclosure to state whether or not the target company has affirmed to the special purpose acquisition company that its Unit Economics and Sales Projections reflect the view of the target company’s management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders. See Item 1609(c) of Regulation S-K. Also revise the third and fourth paragraphs under this heading and first paragraph on page 84 to be consistent with the disclosure that you add in response to this comment.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised the disclosure on pages 83 and 84 of the
Registration Statement.

Exhibits

    2.

    Please file a revised legal opinion that
    does not include the limitations expressed in paragraphs 4.4 and 4.5.

Response: The Registrants acknowledge the Staff’s comment
and respectfully advise the Staff that the Registrants have filed a revised Exhibit 5.1 legal opinion which updates paragraphs 4.4 and
4.5.

    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