SecProbe.io

CORRESP
 1
 filename1.htm

 GSR IV Acquisition Corp.

 5900 Balcones Drive, Suite 100

 Austin, TX 78731

 August 29, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 William Demarest

 Isaac Esquivel

 Ruairi Regan

 Dorrie Yale

 Division of Corporation Finance

 Office of Real Estate & Construction

 Re:
 GSR IV Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-289061

 To the addressee set forth above:

 In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the
effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-289061) (the "Registration Statement")
of GSR IV Acquisition Corp. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on September
2, 2025 or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP, may request by
telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421.

 Thank you for your assistance in this matter.

 Sincerely,

 GSR IV ACQUISITION CORP.

 By:
 /s/ Lewis Silberman

 Lewis Silberman

 Co-Chief Executive Officer

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

 Steven Stokdyk, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 August 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:
 GSR IV Acquisition Corp.

 Registration Statement on Form S-1 (File
No. 333- 289061)

 Request for Acceleration of Effective
Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins GSR IV Acquisition Corp. in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333- 289061)
(the "Registration Statement") to become effective as of 4:00 p.m., Eastern Time, September 2, 2025, or as soon thereafter
as practicable.

 Pursuant to Rule 460 under the Act, please be advised
that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers, institutions and others
prior to the requested effective time of the Registration Statement.

 We have been informed by the participating underwriters
that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

 Very truly yours,

 Polaris Advisory Partners LLC, a division of Kingswood Capital Partners LLC

 By:
 /s/ Gus Garcia

 Name:
 Gus Garcia

 Title:
 Partner

CORRESP
 1
 filename1.htm

 10250 Constellation Blvd., Suite 1100

 Los Angeles, California 90067

 Tel: +1.424.653.5500 Fax: +1.424.653.5501

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin
 Milan

 Beijing
 Munich

 Boston
 New York

 Brussels
 Orange County

 Century City
 Paris

 August 22, 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:
 William Demarest

 Isaac Esquivel

 Ruairi Regan

 Dorrie Yale

 Division of Corporation Finance

 Office of Real Estate & Construction

 Re :
 GSR IV Acquisition Corp.

 Registration Statement on Form S-1

 Filed July 29, 2025

 File No. 333-289061

 To the addressees set forth above:

 On behalf of our client, GSR
IV Acquisition Corp. (the " Company "), we submit this letter setting forth the responses of the Company to the
comments provided by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
in its comment letter dated August 11, 2025 (the " Comment Letter ") with respect to the Registration Statement
on Form S-1 filed with the Commission by the Company on June 29, 2025. Concurrently with the filing of this letter, the Company has filed
Amendment No. 1 to the Registration Statement on Form S-1 (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 Company's response thereto. Unless
otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 Registration Statement on Form S-1 filed June
29, 2025

 Summary, page 1

 1.
 We note revisions in response to prior comment 7, but also that you continue to disclose on page 26 and 112 that your directors and officers also have agreed to vote in favor of your initial business combination with respect to public shares acquired by them, if any, and on page 110 that the purpose of the purchase of public shares by your sponsor, directors and officers could be to vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination. Please provide your analysis on how such potential purchases would comply with Rule 14e-5..

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 19, 24, 25, 45, 46, 74, 110, 111, 112, 114, 139, and 150 of the Registration Statement.

 Management, page 127

 2.
 We acknowledge your revised disclosures in response to prior comment 17. However, as previously stated, please also revise to ensure that for each director and executive officer, you disclose the business experience, principal occupations, and employment of such individuals during the past five years.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 3, 4, 5, 97, 98, 99, 129, 130, and 131 of the Registration Statement.

 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 IV Acquisition Corp.

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

 James Brown, Holland & Knight LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Gus Garcia
Co-Chief Executive Officer
GSR IV Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731

 Re: GSR IV Acquisition Corp.
 Registration Statement on Form S-1
 Filed July 29, 2025
 File No. 333-289061
Dear Gus Garcia:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 17,
2025 letter.

Registration Statement on Form S-1
Summary, page 1

1. We note revisions in response to prior comment 7, but also that you
continue to
 disclose on page 26 and 112 that your directors and officers also have
agreed to vote
 in favor of your initial business combination with respect to public
shares acquired by
 them, if any, and on page 110 that the purpose of the purchase of public
shares by
 your sponsor, directors and officers could be to vote in favor of the
business
 combination and thereby increase the likelihood of obtaining shareholder
approval of
 our initial business combination. Please provide your analysis on how
such potential
 purchases would comply with Rule 14e-5.
 August 11, 2025
Page 2
Management, page 127

2. We acknowledge your revised disclosures in response to prior comment 17.
However,
 as previously stated, please also revise to ensure that for each
director and executive
 officer, you disclose the business experience, principal occupations,
and employment
 of such individuals during the past five years.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact William Demarest at 202-551-3432 or Isaac Esquivel at
202-551-3395
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at
202-551-8776 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Steven B. Stokdyk, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 10250 Constellation Blvd., Suite 1100

 Los Angeles, California 90067

 Tel: +1.424.653.5500 Fax: +1.424.653.5501

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin
 Milan

 Beijing
 Munich

 Boston
 New York

 Brussels
 Orange County

 Century City
 Paris

 July 29,
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:
 William Demarest

 Isaac Esquivel

 Ruairi Regan

 Dorrie Yale

 Division of Corporation Finance

 Office of Real Estate & Construction

 Re :
 GSR IV Acquisition Corp.

 Draft Registration Statement on Form S-1

 Filed June 20, 2025

 CIK No.: 0002072404

 To
the addressees set forth above:

 On
behalf of our client, GSR IV Acquisition Corp. (the " Company "), we submit this letter setting forth the responses
of the Company to the comments provided by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its comment letter dated July 17, 2025 (the " Comment Letter ")
with respect to the Confidential Draft Registration Statement on Form S-1 filed with the Commission by the Company on June 20, 2025.
Concurrently with the filing of this letter, the Company has filed a Registration Statement on Form S-1 (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 Company's
response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 July 29, 2025

 Page 2

 Draft Registration
Statement on Form S-1 filed June 20, 2025

 Cover
page

 1. We
 note the reference to the dilution risk from the additional issuance of securities that may
 occur as a result of the conversion of certain loans. Please also discuss whether the other
 compensation to be paid and securities issued to the sponsor, its affiliates, and promoters
 may result in a material dilution of the purchasers' equity interests. See Item 1602(a)(3)
 of Regulation S-K.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page and pages 83, 91, and 93 of the Registration Statement.

 2. Please
 state whether the redemptions will be subject to any limitations. In this regard, we note
 your $5,000,001 net tangible asset requirement and the redemption limitation for shareholders
 holding more than 15% of the shares sold in the offering. See Item 1602(a)(2) of Regulation
 S-K.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on the cover page of the Registration Statement.

 3. Please
 revise to explain the first time the term is used on your cover page that your "permitted
 withdrawals" include the ability to use interest earned on the funds in your trust account
 for working capital requirements.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page and page 1 of the Registration Statement.

 Summary,
page 1

 4. With
 a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any
 members who are, or has substantial ties with, a non-U.S. person.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the sponsor is not, is not controlled
by, and has no members who are, or have substantial ties with, a non-U.S. person.

 5. We
 refer to your disclosure in Note 4 on page F-13 regarding the anti-dilution adjustments
 that may result in the issuance of additional securities to the sponsor, its affiliates
 and promoters in connection with the conversion of founder shares to Class A shares in order to
 maintain the number of founder shares at 20%. Please revise to describe such anti-dilution
 adjustments on the cover page, here, and in the tabular disclosure on page 6. State
 whether and the extent to which these securities issuances may result in a material dilution
 of the purchaser's equity interests, as required by Items 1602(a)(3) and 1602(b)(6) of
 Regulation S-K.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised Note 4 on page
F-13 as the prior disclosure is not applicable to this transaction. Therefore, the Company respectively advises the Staff that no additional
disclosure has been included on the cover page or the tabular disclosure.

 July 29, 2025

 Page 3

 6. Please
 revise your tabular disclosures starting on pages 7 and 96 to also discuss the
 lock-up agreement you have with your underwriter, as referenced in your disclosures,
 such as on page 167, and expand on your reference to your sponsor members to disclose the natural
 persons and entities subject to the transfer restrictions. Refer to Item 1603(a)(9)
 of Regulation S-K.

 Response: The
Company acknowledges the Staff's comment and respectfully advises the Staff that none of the non-managing sponsor members will
own a material interest in the sponsor. The Company has accordingly revised disclosure on pages 7, 9, 99, 101, and 167 of the
Registration Statement.

 7. We
 note your various disclosures that if you seek shareholder approval of your initial
 business combination, GSR Sponsor, your directors, officers, advisors or any of their affiliates
 may purchase public shares or rights in privately negotiated transactions or in the open
 market either prior to or following the completion of your initial business combination,
 and your reference to compliance with Tender Offers and Schedules CD&I 166.01. However,
 we also note your statement on page 106 that the purpose of such a transaction could be to
 vote in favor of the business combination and your disclosure on page 43 indicating that
 the price could be different than the redemption price. To the extent applicable, please
 revise to reconcile your disclosures, or advise.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 24, 44, 83, 109, and 110 of the Registration Statement. On pages 24 and 83,
we expanded the cross-reference to section "Business - Permitted purchases and other transactions with respect to our securities which includes more details regarding the possible negotiated transactions."

 Additional
Disclosures, page 10

 8. You
 state here and elsewhere that you are not aware of any fiduciary duties or contractual
 obligations of your officers or directors that will materially affect your ability to complete
 your initial business combination, because the only special purpose acquisition company that
 one of your directors is also a director of has already identified a business combination
 target. However, we note that in addition to GSR III Acquisition Corp., Mr. Silberman is
 also a director of Chain Bridge I, which appears to have terminated its agreement with its
 prior business combination target. Please revise your disclosures as appropriate to
 discuss this conflict, or advise.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 11, 33, 103, 124, and 134 of the Registration Statement.

 July 29, 2025

 Page 4

 Founder
shares, page 17

 9. You
 state here and elsewhere in your prospectus that in addition to the founder shares, you would
 need 28.2% of the public shares to approve an initial business combination, and that if only
 the minimum number of shares representing a quorum are voted, you would only need one public
 share. Please explain to us these calculations. In this regard, for example, we note
 your statement that a quorum is present if one-third of the outstanding shares are represented.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 19, 39, 40, and 146 of the Registration Statement to clarify the additional shares required to vote
in favor of an initial business combination in order to have such initial business combination approved. The Company also provides the
following clarifications in connection with the calculations disclosed therein:

 ● The
calculation of 34.1% is assuming that all issued and outstanding shares are voted, the over-allotment option is not exercised. 5,750,000
founder shares in issuance, 610,500 private placement shares, plus 6,819,751 additional shares or 34.1% of the issued and outstanding
shares (not including the exercise of the over-allotment) shall provide the required voting threshold of a simple majority (50+1) of
the issued and outstanding shares (not including the exercise of the over-allotment) to be voted in favor of an initial business combination
in order to have such initial business combination approved.

 ● In
accordance with the amended and restated memorandum and articles of association, a quorum for a meeting will be present if the holders
of one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. 8,786,834 shares
outstanding are required for a quorum. 4,393,418 shares are required to be voted in favor of an initial business combination in order
to have such initial businss combination approved. If all 5,750,000 founder shares in issuance and 610,500 private placement shares are
voted in favor of an initial buisness combination, no public shares are required to vote in order to have our initial business combination
approved (assuming the overallotment option is not exercised).

 Manner
of conducting redemptions, page 24

 10. You
 state on page 26 and elsewhere in your prospectus that you will not consummate a business
 combination unless you have net tangible assets of "at least $5,000,001," but that
 this amount is "less permitted withdrawals and up to $100,000 of interest
 to pay dissolution expenses." We also note your other disclosures indicating that you
 will only consummate a business combination if your net tangible assets will be at least
 $5,000,001, and that your risk factor on page 53 states that you do not have a maximum redemption
 threshold. Please revise to reconcile or otherwise clarify your disclosures.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
the cover page and pages 27, 35, 55, 86, 117, 119, and 145 of the Registration Statement.

 July 29, 2025

 Page 5

 Conflicts
of interest, page 31

 11. Please
 expand your discussion in this section to discuss the conflict arising from the sponsor and
 management's ownership of the founder shares, including that the founder shares and rights
 will be worthless if the SPAC does not complete an initial business combination within the
 allotted time.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 14, 33, 72, 134, and 135 of the Registration Statement.

 Risk Factors,
page 38

 12. We note
 numerous exceptions to the transfer restrictions in the table on page 8. Please add risk
 factor disclosure about risks that may arise from the sponsor having the ability to remove
 itself as your sponsor before identifying a business combination, including through the unconditional
 ability to transfer the founder shares or all or any portion of its membership interests
 in the sponsor. Address the consequences of such removal to the company's ability to consummate
 an initial business combination, including that any replacement sponsor could have difficulty
 finding a target.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
page 63 of the Registration Statement.

 13. Where
 you disclose the risk that you may be considered to be operating as an unregistered
 investment company, please confirm that if your facts and circumstances change over
 time, you will update your disclosure to reflect how those changes impact the risk that
 you may be considered to be operating as an unregistered investment company.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
page 49 of the Registration Statement. The Company will update the existing disclosure if the Company's facts
and circumstances change over time.

 The ability
of our public shareholders to redeem their shares for cash..., page 39

 14. Please
 include a risk factor that describes the potential material effect on your shareholders
 of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August
 2022. If applicable, include in your disclosure that the excise tax could reduce the
 trust account funds available to pay redemptions or that are available to the combined
 company following a de-SPAC transaction. Also describe, if applicable, the risk that
 if existing SPAC investors elect to redeem their shares such that their redemptions
 would subject the SPAC to the stock buyback excise tax, the remaining shareholders that
 did not elect to redeem may economically bear the impact of the excise tax.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 77 and 78 of the Registration Statement.

 July 29, 2025

 Page 6

 15. We note
 that your forum selection provision identifies the courts of the State of New York or
 the United States District Court for the Southern District of New York as the exclusive
 forum for certain litigation, arising out of or relating in any way to the rights agreement.
 Please disclose whether this provision applies to actions arising under the Securities
 Act. If so, please state that there is uncertainty as to whether a court would enforce
 such provision. If the provision applies to Securities Act claims, please also state
 that investors cannot waive compliance with the federal securities laws and the rules and
 regulations thereunder. In that regard, we note that Section 22 of the Securities Act
 creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
 any duty or liability created by the Securities Act or the rules and regulations thereunder.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
page 66 of the Registration Statement.

 Use of
Proceeds, page 78

 16. We
 note use of net proceeds not held in the trust account of $350,000 for office space and staffing
 support, which represents approximately 6 months of payments at the rate of
 $55,556 per month pursuant to the proposed Administrative Services Agreement. Given
 that you have 18 months to complete the initial business combination, please advise
 why you have not included costs assuming you continue for that period of time and how you
 expect to cover those costs if not from proceeds held outside the trust. To the extent
 you intend to use interest earned on the funds held in the trust account to fund your expenses,
 please revise this section to reflect such intention. In this regard, we refer to your disclosure
 on page 138.

 Response:
 The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on
pages 81 and 91 of the Registration Statement.

 Management,
page 123

 17. You
 state that your boa

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Gus Garcia
Co-Chief Executive Officer
GSR IV Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731

 Re: GSR IV Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted June 20, 2025
 CIK No.: 0002072404
Dear Gus Garcia:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover page

1. We note the reference to the dilution risk from the additional issuance
of securities
 that may occur as a result of the conversion of certain loans. Please
also discuss
 whether the other compensation to be paid and securities issued to the
sponsor, its
 affiliates, and promoters may result in a material dilution of the
purchasers equity
 interests. See Item 1602(a)(3) of Regulation S-K.
2. Please state whether the redemptions will be subject to any limitations.
In this regard,
 we note your $5,000,001 net tangible asset requirement and the
redemption limitation
 for shareholders holding more than 15% of the shares sold in the
offering. See Item
 1602(a)(2) of Regulation S-K.
 July 17, 2025
Page 2
3. Please revise to explain the first time the term is used on your cover
page that your
 "permitted withdrawals" include the ability to use interest earned on
the funds in your
 trust account for working capital requirements.
Summary, page 1

4. With a view toward disclosure, please tell us whether your sponsor is,
is controlled
 by, has any members who are, or has substantial ties with, a non-U.S.
person.
5. We refer to your disclosure in Note 4 on page F-13 regarding the
anti-dilution
 adjustments that may result in the issuance of additional securities to
the sponsor, its
 affiliates and promoters in connection with the conversion of founder
shares to Class
 A shares in order to maintain the number of founder shares at 20%.
Please revise to
 describe such anti-dilution adjustments on the cover page, here, and in
the tabular
 disclosure on page 6. State whether and the extent to which these
securities issuances
 may result in a material dilution of the purchaser s equity interests,
as required by
 Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.
6. Please revise your tabular disclosures starting on pages 7 and 96 to
also discuss the
 lock-up agreement you have with your underwriter, as referenced in your
disclosures,
 such as on page 167, and expand on your reference to your sponsor
members to
 disclose the natural persons and entities subject to the transfer
restrictions. Refer to
 Item 1603(a)(9) of Regulation S-K.
7. We note your various disclosures that if you seek shareholder approval
of your initial
 business combination, GSR Sponsor, your directors, officers, advisors or
any of their
 affiliates may purchase public shares or rights in privately negotiated
transactions or
 in the open market either prior to or following the completion of your
initial business
 combination, and your reference to compliance with Tender Offers and
Schedules
 CD&I 166.01. However, we also note your statement on page 106 that the
purpose of
 such a transaction could be to vote in favor of the business combination
and your
 disclosure on page 43 indicating that the price could be different than
the redemption
 price. To the extent applicable, please revise to reconcile your
disclosures, or advise.
Additional Disclosures, page 10

8. You state here and elsewhere that you are not aware of any fiduciary
duties or
 contractual obligations of your officers or directors that will
materially affect your
 ability to complete your initial business combination, because the only
special purpose
 acquisition company that one of your directors is also a director of has
already
 identified a business combination target. However, we note that in
addition to GSR III
 Acquisition Corp., Mr. Silberman is also a director of Chain Bridge I,
which appears
 to have terminated its agreement with its prior business combination
target. Please
 revise your disclosures as appropriate to discuss this conflict, or
advise.
Founder shares, page 17

9. You state here and elsewhere in your prospectus that in addition to the
founder shares,
 you would need 28.2% of the public shares to approve an initial business
 combination, and that if only the minimum number of shares representing
a quorum
 are voted, you would only need one public share. Please explain to us
these
 calculations. In this regard, for example, we note your statement that a
quorum is
 July 17, 2025
Page 3

 present if one-third of the outstanding shares are represented.
Manner of conducting redemptions, page 24

10. You state on page 26 and elsewhere in your prospectus that you will not
consummate
 a business combination unless you have net tangible assets of "at least
$5,000,001,"
 but that this amount is "less permitted withdrawals and up to $100,000
of interest to
 pay dissolution expenses." We also note your other disclosures
indicating that you
 will only consummate a business combination if your net tangible assets
will be at
 least $5,000,001, and that your risk factor on page 53 states that you
do not have a
 maximum redemption threshold. Please revise to reconcile or otherwise
clarify your
 disclosures.
Conflicts of interest, page 31

11. Please expand your discussion in this section to discuss the conflict
arising from the
 sponsor and management's ownership of the founder shares, including that
the founder
 shares and rights will be worthless if the SPAC does not complete an
initial business
 combination within the allotted time.
Risk Factors, page 38

12. We note numerous exceptions to the transfer restrictions in the table on
page 8. Please
 add risk factor disclosure about risks that may arise from the sponsor
having the
 ability to remove itself as your sponsor before identifying a business
combination,
 including through the unconditional ability to transfer the founder
shares or all or any
 portion of its membership interests in the sponsor. Address the
consequences of such
 removal to the company's ability to consummate an initial business
combination,
 including that any replacement sponsor could have difficulty finding a
target.
13. Where you disclose the risk that you may be considered to be operating
as
 an unregistered investment company, please confirm that if your facts
and
 circumstances change over time, you will update your disclosure to
reflect how those
 changes impact the risk that you may be considered to be operating as an
unregistered
 investment company.
The ability of our public shareholders to redeem their shares for cash..., page
39

14. Please include a risk factor that describes the potential material
effect on
 your shareholders of the stock buyback excise tax enacted as part of the
Inflation
 Reduction Act in August 2022. If applicable, include in your disclosure
that the excise
 tax could reduce the trust account funds available to pay redemptions or
that are
 available to the combined company following a de-SPAC transaction. Also
describe,
 if applicable, the risk that if existing SPAC investors elect to redeem
their shares such
 that their redemptions would subject the SPAC to the stock buyback
excise tax, the
 remaining shareholders that did not elect to redeem may economically
bear the impact
 of the excise tax.
Our rights agreement will designate the courts of the State of New York...,
page 65

15. We note that your forum selection provision identifies the courts of the
State of
 New York or the United States District Court for the Southern District
of New York
 July 17, 2025
Page 4

 as the exclusive forum for certain litigation, arising out of or
relating in any way to the
 rights agreement. Please disclose whether this provision applies to
actions arising
 under the Securities Act. If so, please state that there is uncertainty
as to whether a
 court would enforce such provision. If the provision applies to
Securities Act claims,
 please also state that investors cannot waive compliance with the
federal securities
 laws and the rules and regulations thereunder. In that regard, we note
that Section 22
 of the Securities Act creates concurrent jurisdiction for federal and
state courts over
 all suits brought to enforce any duty or liability created by the
Securities Act or the
 rules and regulations thereunder.
Use of Proceeds, page 78

16. We note use of net proceeds not held in the trust account of $350,000
for office space
 and staffing support, which represents approximately 6 months of
payments at the rate
 of $55,556 per month pursuant to the proposed Administrative Services
Agreement.
 Given that you have 18 months to complete the initial business
combination, please
 advise why you have not included costs assuming you continue for that
period of time
 and how you expect to cover those costs if not from proceeds held
outside the
 trust. To the extent you intend to use interest earned on the funds held
in the trust
 account to fund your expenses, please revise this section to reflect
such intention. In
 this regard, we refer to your disclosure on page 138.
Management, page 123

17. You state that your board is classified into three classes and that it
will consist of six
 directors. Please update the table on page 123 to disclose the directors
and to specify
 which directors belong to each class. In addition, please revise your
disclosure to
 clarify the business experience, principal occupations, and employment
of each
 director and executive officer during the past five years. Refer to Item
401(e) of
 Regulation S-K.
 Please contact William Demarest at 202-551-3432 or Isaac Esquivel at
202-551-3395
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at
202-551-8776 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Steven B. Stokdyk, Esq.
</TEXT>
</DOCUMENT>