SecProbe.io

CORRESP
 1
 filename1.htm

 TERRA INNOVATUM GLOBAL, N.V.

 Via Matteo Trenta 117

 Lucca, Italy 55100

 December 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 Washington, D.C. 20549

 RE :
 Terra Innovatum Global, N.V. (the "Company")

 Registration Statement on Form S-1 (File No. 333- 291423) (the "Registration
 Statement")
 Request for Acceleration of Effective Date

 Ladies and Gentleman

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Act"), the Company requests that the Securities and Exchange Commission
(the "Commission") take appropriate action to cause the Registration Statement to be declared effective on December 15, 2025
at 4:30 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via
telephone call to the staff. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the
Act.

 Very truly yours,

 TERRA INNOVATUM GLOBAL, N.V.

 By:
 /s/ Guillaume Moyen

 Name:
 Guillaume Moyen

 Title:
 Chief Financial Officer

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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
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    September 11, 2025
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    Dubai
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    Düsseldorf
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    Frankfurt
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    Houston
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    London
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    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

CORRESP
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September 11, 2025

VIA EDGAR

U.S. 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., Terra Innovatum s.r.l. and GSR III Acquisition
    Corp.

    Registration Statement on Form S-4

    Filed May 14, 2025, as amended

    File No. 333-287271

To the addressees set forth above:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Terra Innovatum Global S.R.L., Terra Innovatum s.r.l. and GSR III Acquisition Corp. (together, the “Registrants”)
hereby request acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m.
Eastern Time on Friday, September 12, 2025, or as soon as practicable thereafter. Please notify Steven B. Stokdyk of Latham & Watkins
LLP at (213) 891-7421, of the time of effectiveness.

    Very truly yours,

    GSR III Acquisition Corp.

    /s/ Gus Garcia

    Gus Garcia

Co-Chief Executive Officer

    Terra Innovatum Global s.r.l.

    /s/ Alessandro Petruzzi

    Alessandro Petruzzi

Chief Executive Officer

    Terra Innovatum s.r.l.

    /s/ Alessandro Petruzzi

    Alessandro Petruzzi

Chief Executive Officer

    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

September 10, 2025
Alessandro Petruzzi
Chief Executive Officer
Terra Innovatum Global S.R.L.
Via Matteo Trenta 117
Lucca, Italy 55100
Gus Garcia
Chief Executive Officer
GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731
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
Dear Alessandro Petruzzi and Gus Garcia:
            We have reviewed your amended 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, any references to prior comments are to comments in our August 12, 2025 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed September 3, 2025
Certain Unaudited, page 83
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 1.

September 10, 2025
Page 2
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.
Exhibits
2.Please file a revised legal opinion that does not include the limitations expressed in
paragraphs 4.4 and 4.5.
            Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Rima Moawad
Steven B. Stokdyk

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 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

August 12, 2025
Alessandro Petruzzi
Chief Executive Officer
Terra Innovatum Global S.R.L.
Via Matteo Trenta 117
Lucca, Italy 55100
Gus Garcia
Chief Executive Officer
GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731
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
Dear Alessandro Petruzzi and Gus Garcia:
            We have reviewed your amended registration statement and have the following
comment.
            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, any references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 1, 2025
General
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 1.

August 12, 2025
Page 2
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.
            Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Rima Moawad
Steven B. Stokdyk

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

July 24, 2025
Alessandro Petruzzi
Chief Executive Officer
Terra Innovatum Global S.R.L.
Via Matteo Trenta 117
Lucca, Italy 55100
Gus Garcia
Chief Executive Officer
GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731
Re:Terra Innovatum Global S.R.L.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 15, 2024
File No. 333-287271
Dear Alessandro Petruzzi and Gus Garcia:
            We have reviewed your amended 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, any references to prior comments are to comments in our July 10, 2025 letter.
Registration Statement on Form S-4 filed July 15, 2025
Certain Unaudited Terra Innovatum Prospective Financial Information, page 82
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 1.

July 24, 2025
Page 2
specific quantitative conclusions regarding the number of reactors deployed in each
year.
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.
            Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Rima Moawad
Steven B. Stokdyk

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 14, 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. 1 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 10, 2025 (the
“Comment Letter”) with respect to the Registration Statement on Form S-4/A filed with the Commission by the
Registrants on June 26, 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. 1 to Registration Statement on
Form S-4 filed June 26, 2025

Summary, page 1

    1.
    We note your revisions in response to prior comments 4 and 12. Please disclose on the cover page any material financing transactions since the initial public offering or that will occur in connection with the business combination, as previously requested. Also revise to state in the summary the information required by Item 1604(b)(5)regarding the May 2025 and June 2025 Bridge Loan.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on the cover page and page 13
of the Registration Statement.

Selected Financial Data of GSR III, page 18

    2.
    Please revise the net income (loss) per share, average shares outstanding and total assets amounts on page 18 to agree with the amounts presented on pages F-2 and F-3.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 18 of the Registration
Statement.

Certain Unaudited Terra Innovatum Prospective
Financial Information, page 78

    3.
    Refer to the disclosure added on page 80 in response to prior comment 23. In light of Terra Innovatum's stage of development, revise to clarify the material assumptions to which you refer, the basis underlying each assumption and how the assumptions relate to the number of deployments in each year. For example, it is unclear what "assessment of demand" was performed and how it resulted in the number of reactors to be sold in each year of deployment. It is similarly unclear how you determined the number of commercial contracts expected to be signed.

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.

Opinion of GSR III's Financial Advisor, page
83

    4.

    We note your response to prior comment 83. You define "Transaction
    Consideration" as the PubCo shares to be issued in exchange for GSR III Class A shares, so that definition appears to exclude any
    consideration issued to holders of equity of Terra Innovatum. The opinion in Annex E appears to be similarly limited in scope. Notwithstanding
    that:

    ●	the
    third paragraph in this section says that the fairness opinion relates to the "Transaction Consideration" to be paid to shareholders
    of Terra Innovatum; and

    ●	on
    page xxviii, you disclose the opinion relates to "the consideration to be paid by GSRIII in the Merger."

    Please reconcile. If the fairness opinion does
    not relate to what the SPAC is paying to acquire the target, ensure your disclosure throughout makes that clear.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised the disclosure on page xxviii, 67 and
83 to be consistent with the other places where the description of the opinion is disclosed. The Registrants inform the Staff that the
Transaction Consideration (i.e. the PubCo shares to be issued) takes into account the acquisition of the target because PubCo includes
target.

    2

General

    5.
    Please reconcile your response to prior comment 50 with the references to "employment agreements" on pages 3 and 75.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that while the parties intend on entering into employment agreements at Closing,
the forms of such agreements have not yet been prepared. The Registrants will file such employment agreements as exhibits to a subsequent
amendment to the Registration Statement and provide the requisite disclosure of the terms of such employment agreements in that subsequent
amendment as well.

    6.
    We note your response to prior comment 52. Please revise to clarify how Cayman Islands law handles treatment of fractional shares.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 226 of the Registration
Statement.

    7.
    Please disclose your response to prior comment 54.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 47 of the Registration
Statement.

    8.
    We note your response to prior comment 56 and reissue. Specifically, please expand your disclosure to discuss the potential conflicts of interest of the target company officers, target company directors, and the target company.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants had previously included disclosure of the potential
conflicts of interest of the target company and its officers and directors on the cover page. We have revised the heading to clarify
that the paragraphs discuss conflicts of interest. We have also revised disclosure on pages 8 and 81 of the Registration Statement to
include this disclosure in the Summary section and in the body of the prospectus/proxy statement.

    9.
    We note your response to prior comment 61. Please revise to highlight the 10,000 votes per preferred share and the agreement you mention, including its material features, and file that agreement as an exhibit. Ensure your disclosure explains whether, and if so, how, holders of a single preferred share can divide the 10,000 votes to which they are entitled to be in the same proportion as all other holders who voted on a matter.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages xxiii and 228 of the
Registration Statement to clarify how it is anticipated that the preferred shares will be voted. The Terra holders intend to enter into
a Relationship Agreement that is still in the process of being prepared. It is anticipated that the Relationship Agreement will provide
that the holders will waive voting rights to the extent permitted by Dutch law. The holders will also grant a proxy to the Chief Executive
Officer to vote the shares proportionally on any matters where voting cannot be waived. The Registrants undertake to file a copy of the
Relationship Agreement, once finalized, as an exhibit to the Registration Statement.

    3

    10.
    Please address the last two sentences of prior comment 61.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the neither the preferred shares nor the ordinary shares underlying
the preferred shares are being registered on this registration statement. It is intended that the preferred shares be restricted securities
and are being issued pursuant to an exemption from registration. As such, the ordinary shares underlying the preferred shares must also
be exempt securities. We would anticipate that post-Closing, the resale of such ordinary shares would be registered on a registration
statement on Form S-1.

    11.
    We note your response to prior comment 59. Regardless of whether you are " not seeking to be treated" as a foreign private issuer or "intend to be treated" as a domestic issuer, it continues to appear that you may satisfy the definition of "foreign private issuer." Please provide your analysis of whether the combined company will be a foreign private issuer and, if so, add any appropriate risk factors.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that, currently, Terra Innovatum Global meets the definition of a foreign
private issuer as more than 50% of its outstanding securities are held by parties that are not US residents as of a date within 30 days
prior to the filing of the Registration Statement. As outlined on Exhibit A hereto, it is possible that, assuming the transactions described
in the Registration Statement have occurred, at June 30, 2026, it will no longer meet the definition of a foreign private issuer although
it cannot be determined with certainty at this point. In either event, the Registrants have opted to file using the registration statements
applicable to a domestic issuer and intend to comply with the domestic filer reporting requirements. In response to the Staff’s
comment, we have added disclosure on pages xxi and 1 as well as Risk Factors on page 51 regarding the possibility that the combined company
will meet the definition of a foreign private issuer and opt to comply with those reporting rules.

    12.
    Please reconcile your revisions added in response to prior comment 44 with your disclosure on page 72 that GSR III has completed over 20 successful business combinations since 2020. Also revise to clarify what you mean by "successful."

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 72 of the Registration
Statement.

    4

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

    5

EXHIBIT
A

Foreign
Private Issuer Analysis

Under
Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), a foreign private issuer is defined as a foreign
issuer that any foreign issuer other than a foreign government except an issuer meeting the conditions set forth below. Generally, the
determination is made as of the last business day of its most recently completed second fiscal quarter but in the case of a new registrant,
it is made within 30 days prior to the date of filing of the registration statement.

The
conditions are as follows:

(i)
More than 50 percent of the outstanding voting securities are directly or indirectly owned of record by residents of countries other
than the United States (the “shareholdings test”); or

(ii)
More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the
United States and any of the following is met (the “business contacts test”):

(A)
The majority of the executive officers or directors are United States citizens or residents;

(B)
More than 50 percent of the assets of the issuer are located in the United States; or

(C)
The business of the issuer is administered principally in the United States.

Analysis

As
the determination of a new issuer is made within 30 days prior to the filing of the registration statement, that is the relevant time
period for analyzing Terra Innovatum’s current status. As of that date, more than 50% percent of the shares were owned by non-US
residents. There are three US resident shareholders who own a combined 44.2% of the outstanding shares.

The
next date on which Terra Innovatum will be required to test its foreign private issuer status will be June 30, 2026. Assuming the Business
Combination has closed, it is likely that it will fail to qualify as a foreign private issuer at that point in time under the shareholdings
test but not yet clear whether it will fail under the business contacts test.

Shareholdings
Test

    Assuming
    No Redemption
    Assuming
    Maximum Redemption

    Holders
    #
    of Shares
    #
    of US Shares
    Holders
    #
    of Shares
    #
    of US Shares

    Terra
    Shareholders(1)
    47,500,000
    20,995,000
    Terra
    Shareholders
    47,500,000
    20,995,000

    GSR
    Public Holders(2)
    26,285,714
    26,285,714
    GSR
    Public Holders
    6,704,978
    6,704,978

    GSR
    Sponsor and Related(3)
    6,232,857
    6,232,857
    GSR
    Sponsor and Related
    6,232,857
    6,232,857

    Others(4)
    957,004
    --
    Others
    957,004
    --

    Total(5)
    80,975,575
    53,513,571
    Total
    61,394,839
    33,932,835

 (1) Based
                                            on current stock ownership, 44.2% of the outstanding shares to be held by Terra holders will
                                            be held by US residents.

 (2) It
                                            is assumed that all of these shares are held by US residents.

 (3) These
                                            shares are all held by US residents.

 (4) Consists
                                            of 223,000 shares issued to PAC as a placement agent fee which will be held by a non-US entity
                                            and 734,004 shares to be issued upon conversion of the bridge loans. For purposes hereof,
                                            we have assumed all are not US residents as it does not change the result.

 (5) Totals
                                            are based on shares expected to be outstanding. Could change based on any PIPE although it
                                            is expected that any PIPE investment would involve US resident investors.

    6

Based
on these estimates, it is anticipated that more than 50% of the outstanding shares will be held by US residents. Therefore, in order
to be deemed a foreign private issuer, one of the business contacts tests will have to be met.

Business
Contacts Test

Executive
Officers

Anticipated
that 3 of the 6 executive officers will be non-US residents. This condition is not satisfied.

Directors

There
will

July 10, 2025
Alessandro Petruzzi
Chief Executive Officer
Terra Innovatum Global S.R.L.
Via Matteo Trenta 117
Lucca, Italy 55100
Gus Garcia
Chief Executive Officer
GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731
Re:Terra Innovatum Global S.R.L.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 26, 2025
File No. 333-287271
Dear Alessandro Petruzzi and Gus Garcia:
            We have reviewed your amended 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, any references to prior comments are to comments in our June 12, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed June 26, 2025
Summary, page 1
We note your revisions in response to prior comments 4 and 12. Please disclose on the
cover page any material financing transactions since the initial public offering or that
will occur in connection with the business combination, as previously requested.
Also revise to state in the summary the information required by Item 1604(b)(5) 1.

July 10, 2025
Page 2
regarding the May 2025 and June 2025 Bridge Loan.
Selected Financial Data of GSR III, page 18
2.Please revise the net income (loss) per share, average shares outstanding and total
assets amounts on page 18 to agree with the amounts presented on pages F-2 and F-3.
Certain Unaudited Terra Innovatum Prospective Financial Information, page 78
3.Refer to the disclosure added on page 80 in response to prior comment 23.  In light of
Terra Innovatum's stage of development, revise to clarify the material assumptions to
which you refer, the basis underlying each assumption and how the assumptions relate
to the number of deployments in each year.  For example, it is unclear what
"assessment of demand" was performed and how it resulted in the number of reactors
to be sold in each year of deployment.  It is similarly unclear how you determined the
number of commercial contracts expected to be signed.
Opinion of GSR III's Financial Advisor, page 83
4.We note your response to prior comment 83.  You define "Transaction Consideration"
as the PubCo shares to be issued in exchange  for GSR III Class A shares, so that
definition appears to exclude any consideration issued to holders of equity of Terra
Innovatum.  The opinion in Annex E appears to be similarly limited in scope.
Notwithstanding that:

•the third paragraph in this section says that the fairness opinion relates to the
"Transaction Consideration"  to be paid to shareholders of Terra Innovatum ; and
•on page xxviii, you disclose the opinion relates to "the consideration to be paid by
GSRIII in the Merger."

Please reconcile.  If the fairness opinion does not relate to what the SPAC is paying to
acquire the target, ensure your disclosure throughout makes that clear.
General
5.Please reconcile your response to prior comment 50 with the references to
"employment agreements" on pages 3 and 75.
6.We note your response to prior comment 52.  Please revise to clarify how Cayman
Islands law handles treatment of fractional shares.
7.Please disclose your response to prior comment 54.
8.We note your response to prior comment 56 and reissue. Specifically, please expand
your disclosure to discuss the potential conflicts of interest of the target company
officers, target company directors, and the target company.

July 10, 2025
Page 3
9.We note your response to prior comment 61.  Please revise to highlight the 10,000
votes per preferred share and the agreement you mention, including its material
features, and file that agreement as an exhibit.  Ensure your disclosure explains
whether, and if so, how, holders of a single preferred share can divide the 10,000
votes to which they are entitled to be in the same proportion as all other holders who
voted on a matter.
10.Please address the last two sentences of prior comment 61.
11.We note your response to prior comment 59.  Regardless of whether you are " not
seeking to be treated" as a foreign private issuer or "intend to be treated" as a domestic
issuer, it continues to appear that you may satisfy the definition of "foreign private
issuer."  Please provide your analysis of whether the combined company will be a
foreign private issuer and, if so, add any appropriate risk factors.
12.Please reconcile your revisions added in response to prior comment 44 with your
disclosure on page 72 that GSR III has completed over 20 successful business
combinations since 2020.  Also revise to clarify what you mean by "successful."
            Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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    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.

Registration Statement on Form S-4

Filed May 14, 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 June 12, 2025 (the
“Comment Letter”) with respect to the Registration Statement on Form S-4 filed with the Commission by the Registrants
on May 14, 2025. Concurrently with the filing of this letter, the Registrants has 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

Cover Page

    1.
    Please revise your cover page to state that the GSR III Board determined that the Business Combination and Plan of Merger were "advisable, fair to, and in the best interests of, GSR III and its shareholders," as disclosed on page 5. Also revise to state that GSR III Board obtained a fairness opinion from EntrepreneurShares LLC. See Item 1604(a)(1) of Regulation S-K.

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

    2.
    Please revise your disclosure to include and quantify all amounts of compensation received or to be received by the SPAC Sponsor, its affiliates, and promoters. In the instance that out-of-pocket expenses or outstanding loans are incurred, quantify the amount to be paid. Please also provide a cross-reference to the locations of related disclosure in the prospectus. Address each aspect of Item 1604(a)(3) of Regulation S- K.

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

    3.
    Please expand the ownership table to include the ownership percentages of all holders of PubCo shares immediately after the Business Combination.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on the cover page to show the
ownership of all holders of PubCo shares immediately after the Business Combination.

    4.

    Please describe any material financing
    transactions that have occurred since the initial public offering of the special purpose acquisition company or will occur in
    connection with the consummation of the de-SPAC transaction. For example, we note you entered into a Bridge Loan on May 4, 2025 and
    a related agreement on May 6, 2025. See Item 1604(a)(2) of Regulation S-K. We also note references to a PIPE transaction or
    alternative financing.

Response:
The Registrants acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure
on pages 126 and 166
of the Registration Statement. The Registrants further advise the Staff that no PIPE transaction has occurred as of this date.

    2

    5.
    We note your disclosure that the GSR III Board has approved the business combination agreement and business combination. Please revise your disclosure here, and where appropriate, to state whether any director or member of a similar governing body of the SPAC voted against, or abstained from voting on, approval of the de- SPAC transaction. If so, identify such persons, and indicate, if known after making a reasonable inquiry, the reasons for the vote against the transaction or the abstention. See Item 1606(e) of Regulation S-K.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that no members of the GSR III Board abstained from voting on or voted against
the de-SPAC transaction, and the Registration Statement discloses the GSR III Board unanimously approved the Business Combination Agreement.

    6.
    We note your disclosure that public shareholders may elect to redeem their shares even if they vote "for" the Business Combination Proposal. Please revise to clarify, if true, that public shareholders may elect to redeem whether they vote for or against the Business combination Proposal.

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

Cautionary Note Regarding Forward-Looking Statements,
page xiv

    7.
    We note your disclosure that statements "are inherently uncertain, and you are cautioned not to unduly rely on these statements." Such statement may imply an inappropriate disclaimer of liability for information in the proxy statement/prospectus. Please revise to remove any implication that investors are not entitled to rely on information in your registration statement.

Response: The Registrants
acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have removed the disclosure on page xv
of the Registration Statement.

Questions and Answers

What will Terra Innovatum quotaholders receive in the Business Combination?,
page xxii

    8.
    Please clarify here the "certain circumstances" in which legacy Terra Innovatum Quotaholders will be entitled to receive additional PubCo ordinary shares, or include a cross-reference to that discussion.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page xxii-xxiii of the Registration
Statement.

Summary, page 1

    9.
    Please provide in tabular format in your summary the terms and amount of compensation to be received by the Sponsor, its affiliates, and promoters in connection with the business combination. Ensure your disclosure addresses each aspect of Item 1604(b)(4) of Regulation S-K.

Response:
The Registrants acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure
on pages 8 and 176
of the Registration Statement.

    10.
    Provide early in the summary a diagram of the company's corporate structure, identifying the person or entity that owns the equity in each depicted entity.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 2 of the Registration
Statement.

    3

    11.
    Please disclose any circumstances or arrangements under which the sponsor, its affiliates, and promoters could indirectly transfer ownership of your securities through transfers of sponsor membership interests. See Item 1603(a)(6) of Regulation S-K.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 10 and 180 of the Registration
Statement.

    12.
    Discuss the material terms of any material financing transactions that have occurred or will occur in connection with the consummation of the de-SPAC transaction, the anticipated use of proceeds from those financing transactions, and the dilutive impact, if any, of those financing transactions on non-redeeming shareholders. See Item 1604(b)(5).

Response: The
Registrants acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on
page 167 and F-49 of the Registration Statement. The Registrants further advise the Staff that no PIPE transaction has occurred as
of this date.

Selected Financial Data of GSR III, page 16

    13.
    Your presentation of net loss of $949,295 for the year ended December 31, 2024 does not appear consistent with data present in the Statements of Operations on page F-4. Please revise or advise.

Response:
The Registrants acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure
on page 18 of the Registration Statement.

Risk Factors, page 19

    14.

    We note your disclosure on page 1 that
    the money in your trust account is invested in U.S. government securities or in money market funds registered Under the Investment
    Company Act. Please disclose the risk that you could be considered to be operating as an unregistered investment company. Disclose
    that if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind
    down your operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to
    consequences to investors if you are required to wind down your operations as a result of this status, such as the losses of
    investment opportunity in a target company, any price appreciation in the combined company, and any warrants, which would expire
    worthless.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 46-47 of the Registration
Statement.

Neither the GSR III board of directors, page
41

    15.
    Reconcile your disclosure in this risk factor with your disclosure beginning on page 79.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have removed disclosure on pages 16 and 42 of the Registration
Statement to reconcile with the disclosure on page 79.

    4

The Business Combination

Background of the Business Combination, page
62

    16.

    Please revise to clarify whether Allison
    Macfarlane will be paid any fees in connection with her consulting work for GSR III. Please also describe her role as a consultant
    and in the negotiation of the Business Combination.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 66 of the Registration
Statement.

    17.

    Please revise to explain how you determined
the pre-transaction valuation disclosed on page 64.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 66 of the Registration
Statement.

    18.

    Revise your disclosure here to expand
the discussion of GSR III's and Terra's reasons for engaging in the business combination, and whether either entity considered other
transactions, such as Terra conducting a traditional IPO, in lieu of a de-SPAC. In addition, discuss the reasons for the timing and structure
of the merger for the parties. See Item 1605(b)(3) of Regulation S-K.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 71-73 of the Registration
Statement.

    19.
    Describe the effects of the de-SPAC transaction and any related financing transaction on the special purpose acquisition company and its affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates, and unaffiliated security holders of the special purpose acquisition company. The description must include a reasonably detailed discussion of both the benefits and detriments of the de-SPAC transaction and any related financing transaction to the special purpose acquisition company and its affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates, and unaffiliated security holders of the special purpose acquisition company. The benefits and detriments of the de-SPAC transaction and any related financing transaction must be quantified to the extent practicable.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 72-73 of the Registration
Statement.

    20.
    Your disclosure on page 63 indicates that PAC was acting on behalf of Terra Innovatum on November 14, 2024. However, your other disclosure states that PAC was not engaged by Terra Innovatum until December 18, 2024. Please reconcile.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 65 of the Registration
Statement.

    5

GSR III Board’s Reasons for Approval
of the Business Combination, page 67

    21.
    Please refer to third bullet. Expand to describe in greater detail the "forecasts" and "valuation analyses" with respect to the Business Combination to which you refer. Provide the disclosures required by Items 1607 and 1609 of Regulation S-K, as applicable.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 69 of the Registration
Statement to delete the references to forecasts and to provide a cross reference to the valuation analysis.

    22.
    We note your disclosure on page 68 that an adverse result in "the adidas lawsuit against Thom Browne" could be a negative factor concerning the Business Combination. Please revise to explain the relevance of that lawsuit, and if the result is material to the Business Combination, provide appropriate risk factor disclosure.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have deleted disclosure on pages 70 of the Registration
Statement since it is not applicable.

Certain Unaudited Terra Innovatum Prospective
Financial Information, page 73

    23.
    Refer to the penultimate paragraph on page 76. Please revise to clarify the contents of the "illustrative schedule" you mention, when that schedule was prepared and for what purpose it was used. Please also revise to disclose the material assumptions and bases for the deployment numbers to which you refer.

Response: The Registrants acknowledge
the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on pages 80 of the Registration
Statement.

Conflicts of Interest, page 77

    24.
    Please expand the disclosure in this section to describe the fiduciary duties of each director of the SPAC to other companies to which they have fiduciary duties. See Item 1603(c) of Regulation S-K.

Response: The Registrants
acknowledge the Staff’s comment and respectfully advise the Staff that the Registrants have revised disclosure on page 82-83
of the Registration Statement to add the other entities on which they serve, and note that the first paragraph on page 82
describes these duties.

Opinion of GSR III's Financial Advisor, page
79

    25.
    In the first paragraph, you disclose the opinion re

June 12, 2025
Alessandro Petruzzi
Chief Executive Officer
Terra Innovatum Global S.R.L.
Via Matteo Trenta 117
Lucca, Italy 55100
Gus Garcia
Chief Executive Officer
GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731
Re:Terra Innovatum Global S.R.L.
Registration Statement on Form S-4
Filed May 14, 2025
File No. 333-287271
Dear Alessandro Petruzzi and 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.
Registration Statement on Form S-4 filed May 14, 2025
Cover Page
1.Please revise your cover page to state that the GSR III Board determined that the
Business Combination and Plan of Merger were "advisable, fair to, and in the best
interests of, GSR III and its shareholders," as disclosed on page 5. Also revise to state
that GSR III Board obtained a fairness opinion from EntrepreneurShares LLC. See
Item 1604(a)(1) of Regulation S-K.

June 12, 2025
Page 2
2.Please revise your disclosure to include and quantify all amounts of compensation
received or to be received by the SPAC Sponsor, its affiliates, and promoters. In the
instance that out-of-pocket expenses or outstanding loans are incurred, quantify the
amount to be paid. Please also provide a cross-reference to the locations of related
disclosure in the prospectus. Address each aspect of Item 1604(a)(3) of Regulation S-
K.
3.Please expand the ownership table to include the ownership percentages of all holders
of PubCo shares immediately after the Business Combination.
4.Please describe any material financing transactions that have occurred since the initial
public offering of the special purpose acquisition company or will occur in connection
with the consummation of the de-SPAC transaction. For example, we note you
entered into a Bridge Loan on May 4, 2025 and a related agreement on May 6, 2025.
See Item 1604(a)(2) of Regulation S-K.  We also note references to a PIPE transaction
or alternative financing.
5.We note your disclosure that the GSR III Board has approved the business
combination agreement and business combination. Please revise your disclosure here,
and where appropriate, to state whether any director or member of a similar governing
body of the SPAC voted against, or abstained from voting on, approval of the de-
SPAC transaction. If so, identify such persons, and indicate, if known after making a
reasonable inquiry, the reasons for the vote against the transaction or the abstention.
See Item 1606(e) of Regulation S-K.
6.We note your disclosure that public shareholders may elect to redeem their shares
even if they vote "for" the Business Combination Proposal. Please revise to clarify, if
true, that public shareholders may elect to redeem whether they vote for or against the
Business combination Proposal.
Cautionary Note Regarding Forward-Looking Statements, page xiv
7.We note your disclosure that statements "are inherently uncertain, and you are
cautioned not to unduly rely on these statements." Such statement may imply an
inappropriate disclaimer of liability for information in the proxy statement/prospectus.
Please revise to remove any implication that investors are not entitled to rely on
information in your registration statement.
Questions and Answers
What will Terra Innovatum quotaholders receive in the Business Combination?, page xxii
8.Please clarify here the "certain circumstances" in which legacy Terra Innovatum
Quotaholders will be entitled to receive additional PubCo ordinary shares, or include
a cross-reference to that discussion.
Summary, page 1
9.Please provide in tabular format in your summary the terms and amount of
compensation to be received by the Sponsor, its affiliates, and promoters in
connection with the business combination. Ensure your disclosure addresses each
aspect of Item 1604(b)(4) of Regulation S-K.

June 12, 2025
Page 3
10.Provide early in the summary a diagram of the company's corporate structure,
identifying the person or entity that owns the equity in each depicted entity.
11.Please disclose any circumstances or arrangements under which the sponsor, its
affiliates, and promoters could indirectly transfer ownership of your securities through
transfers of sponsor membership interests. See Item 1603(a)(6) of Regulation S-K.
12.Discuss the material terms of any material financing transactions that have occurred or
will occur in connection with the consummation of the de-SPAC transaction, the
anticipated use of proceeds from those financing transactions, and the dilutive impact,
if any, of those financing transactions on non-redeeming shareholders. See Item
1604(b)(5).
Selected Financial Data of GSR III, page 16
13.Your presentation of net loss of $949,295 for the year ended December 31, 2024 does
not appear consistent with data present in the Statements of Operations on page F-4.
Please revise or advise.
Risk Factors, page 19
14.We note your disclosure on page 1 that the money in your trust account is invested in
U.S. government securities or in money market funds registered Under the Investment
Company Act. Please disclose the risk that you could be considered to be operating as
an unregistered investment company. Disclose that if you are found to be operating as
an unregistered investment company, you may be required to change your operations,
wind down your operations, or register as an investment company under the
Investment Company Act. Also include disclosure with respect to consequences to
investors if you are required to wind down your operations as a result of this status,
such as the losses of investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire
worthless.
Neither the GSR III board of directors, page 41
15.Reconcile your disclosure in this risk factor with your disclosure beginning on page
79.
The Business Combination
Background of the Business Combination, page 62
16.Please revise to clarify whether Allison Macfarlane will be paid any fees in
connection with her consulting work for GSR III. Please also describe her role as a
consultant and in the negotiation of the Business Combination.
17.Please revise to explain how you determined the pre-transaction valuation disclosed
on page 64.
18.Revise your disclosure here to expand the discussion of GSR III's and Terra's reasons
for engaging in the business combination, and whether either entity considered other
transactions, such as Terra conducting a traditional IPO, in lieu of a de-SPAC. In
addition, discuss the reasons for the timing and structure of the merger for the parties.
See Item 1605(b)(3) of Regulation S-K.

June 12, 2025
Page 4
19.Describe the effects of the de-SPAC transaction and any related financing transaction
on the special purpose acquisition company and its affiliates, the SPAC sponsor and
its affiliates, the target company and its affiliates, and unaffiliated security holders of
the special purpose acquisition company. The description must include a reasonably
detailed discussion of both the benefits and detriments of the de-SPAC transaction and
any related financing transaction to the special purpose acquisition company and its
affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates,
and unaffiliated security holders of the special purpose acquisition company. The
benefits and detriments of the de-SPAC transaction and any related financing
transaction must be quantified to the extent practicable.
20.Your disclosure on page 63 indicates that PAC was acting on behalf of Terra
Innovatum on November 14, 2024.  However, your other disclosure states that PAC
was not engaged by Terra Innovatum until December 18, 2024.  Please reconcile.
GSR III Board’s Reasons for Approval of the Business Combination, page 67
21.Please refer to third bullet.  Expand to describe in greater detail the "forecasts" and
"valuation analyses" with respect to the Business Combination to which you refer.
Provide the disclosures required by Items 1607 and 1609 of Regulation S-K, as
applicable.
22.We note your disclosure on page 68 that an adverse result in "the adidas lawsuit
against Thom Browne" could be a negative factor concerning the Business
Combination. Please revise to explain the relevance of that lawsuit, and if the result is
material to the Business Combination, provide appropriate risk factor disclosure.
Certain Unaudited Terra Innovatum Prospective Financial Information, page 73
23.Refer to the penultimate paragraph on page 76.  Please revise to clarify the contents of
the "illustrative schedule" you mention, when that schedule was prepared and for what
purpose it was used.  Please also revise to disclose the material assumptions and bases
for the deployment numbers to which you refer.
Conflicts of Interest, page 77
24.Please expand the disclosure in this section to describe the fiduciary duties of each
director of the SPAC to other companies to which they have fiduciary duties. See Item
1603(c) of Regulation S-K.

June 12, 2025
Page 5
Opinion of GSR III's Financial Advisor, page 79
25.In the first paragraph, you disclose the opinion relates to the fairness to GSR III and
its shareholders "of the Total Consideration . . . to be issued or paid to such
shareholders in the Business Combination," with Total Consideration meaning the
shares to be issued by PubCo in exchange for the SPAC's outstanding shares. In the
third paragraph, you disclose that the opinion relates to the "Transaction
Consideration to be issued or paid to the shareholders of Terra Innovatum." Please
reconcile and ensure the scope of the fairness opinion provided is disclosed
consistently. We note, in this regard, multiple other instances in your disclosure where
the scope of the opinion appears to be disclosed inconsistently, including pages xxviii,
65, 67 and E-4.
Material U.S. Federal Income Tax Consequences, page 84
26.Please revise to provide the federal income tax consequences of the de-SPAC
transaction to (i) the SPAC, (ii) the target company, (iii) target security holders, and
(iv) the SPAC security holders. See Item 1605(b)(6) of Regulation S-K. File the
opinions required by Item 601(b)(8) of Regulation S-K.  In this regard, we note
disclosure that "[i]t is intended" the transactions will qualify as exchanges and that it
is "unclear" whether the merger will qualify as a reorganization. It is permissible for
counsel to provide a "should" or "more likely than not" opinion, rather than a "will"
opinion, if the disclosure and opinion explains the reasons for the uncertainty and the
related risks to investors.
Unaudited Pro Forma Condensed Combined Financial Information, page 119
27.You disclose on page 123 that the maximum redemption scenario reflects the
redemption of the maximum number of GSR III Class A ordinary shares subject to
possible redemption that can be redeemed while allowing both the minimum net
tangible assets and GSR III available cash conditions to be met. This statement does
not appear accurate as neither the no redemption scenario or the maximum redemption
scenario presented on pages 124 and 125 appears to meet the minimum net tangible
asset requirement of $5,000,001. Tell us and disclose how you intend to comply with
the minimum net tangible asset requirement which is one of the conditions to the
closing included in the Business Combination Agreement.
28.Please disclose the amount and the computation of the total merger consideration, as
well as the per share merger consideration.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 125
29.Please disclose the pro forma common stock authorized, issued and outstanding on the
face of the pro forma balance sheet.

June 12, 2025
Page 6
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Pro Forma Presentation, page 127
30.Please revise footnote (19) to disclose that the Total PubCo Ordinary Shares presented
on page 128 excludes the shares underlying the warrant issued to PAC.
31.Please explain to us why 549,000 Vesting Sponsor shares that are subject to certain
vesting or forfeiture and cancellation conditions are included in the PubCo ordinary
shares held by Sponsor in the Total PubCo Ordinary Shares table on page 128, but are
excluded from the sponsor ownership tables include in the Letter to Shareholders of
GSR III as well as the adjusted sponsor shares amount on page 10.
2. Accounting Treatment for the Transaction, page 128
32.We note your disclosure here that PubCo's acquisition of GSR III will be treated as an
asset acquisition in accordance with ASC 805-50, as GSR III does not meet the ASC
805 definition of business. The net assets of GSR III will be stated at their carrying
values, which are deemed to be stated at their respective fair values, and no goodwill
will be recognized. . It appears to us that the business combination should be
accounted for as a reverse recapitalization based on your conclusion that Terra
Innovatum has been determined to be the accounting acquirer. As such, the financial
statements of the combined entity should represent a continuation of the financial
statements of Terra Innovatum with the business combination being treated as the
equivalent of Terra Innovatum issuing stock for the net assets of GSR III,
accompanied by a recapitalization. Please revise your disclosures to present the
appropriate accounting treatment.
3. Adjustments to Unaudited Pro Forma Condensed Combined Balance as of December 31,
2024, page 129
33.We note your disclosure that you will pay PAC a $2.5 million success fee payable in
cash at the Closing. Please tell us and disclose how is the success fee reflected in the
pro forma financial statements.
34.We note your disclosure in adjustment 3(g) and in adjustment 4(b), that as the GSR III
net assets acquired primarily consist of monetary assets, Cash and Investments held in
Trust Account, it was determined to not be appropriate to allocate the excess of the
fair value of the PubCo Ordinary Shares transferred to the GSR III net assets acquired
as this would result in the recognition of an immediate loss when subsequent U.S.
GAAP were to be applied. As such, the excess of the fair value of the PubCo Ordinary
Shares transferred over the GSR III net assets acquired has been recorded to Other
operating costs in the unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2024. Please explain to us, and revise to
disclose, your basis of accounting under US GAAP for recording this difference as an
expense item.

June 12, 2025
Page 7
35.We note your disclosure in adjustment 3(o), that Terra Innovatum expects to enter into
a bridge loan agreement. Any related adjustments will be included once the agreement
has been executed and analyzed.  We also note your disclosure on page 149 that on
May 4, 2025, you entered into a debt note subscription agreement (the “Bridge Loan”)
for five debt notes for the principal amount of $100,000 each, having an aggregate
value equal to $500,000.  We also note that you entered into a letter agreement to
convert the Bridge Loan into ordinary shares of Terra Global if the Merger is
completed.  Please revise your pro formas to include this debt and expected
conversion into common shares.
4. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for
the Year Ended December 31, 2024, page 136
36.As you will become a taxpaying entity following the completion of your planned
merger, please provide the income tax effect in your pro forma f