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
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 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