M&A - GSR III Acquisition Corp.

Form Type: S-4/A

Filing Date: 2025-06-26

Corporate Action: Merger

Type: Update

Accession Number: 000121390025058019

Filing Summary: GSR III Acquisition Corp. is involved in a merger with Terra Innovatum s.r.l. under a business combination agreement signed on April 21, 2025. The agreement outlines a plan where GSR III will become a wholly owned subsidiary of a new holding company, Terra Innovatum Global N.V. The General Meeting for GSR III shareholders will solicit votes on proposals for the adoption of this Business Combination Agreement and the associated merger with a newly formed Cayman Islands subsidiary of the holding company, Terra MergerCo. The merger entails a restructuring of Terra Innovatum, creating a new Italian company (New TopCo) which will ultimately own the legacy entity. The conversion details post-merger were addressed, and are related to the share exchange rate — each share of GSR III would convert into one share of the new holding company. Approval from shareholders is also necessary for several associated proposals, including a potential adjournment of the meeting and a waiver of certain redemption rights of shareholders concerning their Class A ordinary shares. The estimated redemption price per share is detailed, and upon closing, GSR III's shares will be delisted from Nasdaq. Future ownership stakes in the new holding company will be provided depending on redemption scenarios from shareholders.

Form Type: 425

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025057457

Filing Summary: GSR III Acquisition Corp.'s latest investor presentation discusses their planned business combination with Terra Innovatum s.r.l. The presentation highlights key speakers including GSR's co-CEOs Gus Garcia and Lewis Silberman, along with several other executives. It outlines the transaction overview, including Terra's micro-modular reactor and its role in addressing global energy demands which are projected to grow by 50% by 2050. The document emphasizes the creation of a small modular reactor (SMR) market expected to rise significantly by 2029. The U.S. Department of Energy is supporting SMR deployment with substantial funding to accelerate commercialization. Terra's SOLO reactor aims to provide low-cost, reliable energy, addressing urgent energy needs while being environmentally sustainable. The communication is part of the informational efforts directed at qualified institutional buyers and stresses the confidentiality and legal obligations tied to the presentation, also cautioning on forward-looking statements regarding financial performance and market opportunities.

Form Type: 425

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025054758

Filing Summary: GSR III Acquisition Corp. announces a proposed business combination with Terra Innovatum s.r.l., aimed at taking Terra Innovatum public on Nasdaq. The combination involves hosting a Virtual Investor Day scheduled for June 25, 2025, where the leadership will present the business combination details, including its technology, market opportunity, regulatory plan, and go-to-market strategy. This initiative is part of Terra Innovatum's mission to deliver reliable and cost-efficient zero-carbon power through its SOLO™ micro-modular reactors, which utilize low-enriched uranium and streamline construction timelines. The company has formed strategic partnerships to enhance its deployment capabilities as it works towards a commercial launch by 2028. GSR III Acquisition Corp. is positioned as a special purpose acquisition company (SPAC) with a history of successful transactions and will facilitate the merger process, aiming to submit a registration statement with the SEC and distribute a proxy statement for shareholder votes regarding the business combination.

Form Type: 425

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025053475

Filing Summary: On June 11, 2025, GSR III Acquisition Corp. filed a Form 425 disclosing a strategic partnership and a proposed business combination with Terra Innovatum s.r.l., a pioneer in micro-modular nuclear reactors. This partnership aims to commercialize and globally deploy Terra Innovatum's SOLO™ Micro-Modular Reactor in collaboration with Paragon Energy Solutions. The MOU signifies a commitment to integrate Instrumentation and Control (I&C) systems into the SOLO™ reactor, with work already underway to meet planned deployment timelines set for 2028. The collaboration is expected to enhance the reactor's design and manufacturing processes, aligning both organizations' strengths to meet global energy demands with low-carbon solutions. The filing highlights Terra Innovatum's strategy to streamline its regulatory pathway and accelerate commercialization through established industry partnerships. Additionally, it references ongoing filings with the SEC regarding the business combination, including a registration statement on Form S-4, intending to provide crucial information to shareholders and potential investors about the merger.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044570

Filing Summary: GSR III Acquisition Corp. has filed a Form 425 in connection with its business combination with Terra Innovatum s.r.l. This document outlines the planned merger, whereby GSRT will become a wholly-owned subsidiary of a newly established Dutch public limited liability company after the business combination is completed. The registration statement on Form S-4 and a preliminary proxy statement are to be filed with the SEC to provide important information about the transaction, which includes an offer of securities. The document encourages investors to read these filings thoroughly when available, emphasizing the potential risks and uncertainties involved in the closing of the business combination. Specific risks include uncertainties regarding shareholder approvals and market conditions. The Form also clarifies that the content is preliminary and that the parties do not undertake any obligation to update the forward-looking statements. Furthermore, it states that this communication is not an offer or solicitation of securities. Relevant contacts for additional information are provided, including an address for obtaining free copies of the necessary documents from GSRT.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025043748

Filing Summary: GSR III Acquisition Corp. and Terra Innovatum have filed a Form S-4 registration statement as part of their proposed business combination, which aims to enhance Terra Innovatum's ability to commercialize innovative micro-modular nuclear reactor technology by 2028. This transaction, which is set to generate approximately $230 million in gross proceeds, values Terra Innovatum at a pre-money equity of $475 million. Following the completion, the combined company will retain the name Terra Innovatum and trade on Nasdaq under the ticker symbol ‘NKLR’. The transaction has received unanimous approval from both companies' Boards and is expected to close in the second half of 2025, contingent upon customary conditions being met. Terra Innovatum plans to utilize its SOLO™ reactor technology for diverse energy applications, ranging from data centers to large-scale industrial operations, aiming to provide cleaner energy solutions. Shareholders are advised to review the forthcoming proxy statement/prospectus related to this business combination for further details about the transaction.

Form Type: S-4

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025043376

Filing Summary: On May 14, 2025, GSR III Acquisition Corp. filed a Form S-4 registration statement with the SEC concerning a proposed business combination with Terra Innovatum. The document outlines an agreement entered into on April 21, 2025, detailing that GSR III will become a wholly owned subsidiary of Terra Innovatum Global N.V. key proposals to be voted at an extraordinary general meeting of GSR III shareholders include: adopting the Business Combination Agreement, approving a merger with Terra MergerCo, and a proposal to authorize potential delays for further shareholder approval. The Business Combination necessitates that GSR III maintains at least $25 million in cash post-redemption, or Terra Innovatum may opt not to proceed. Following the merger, GSR III's shares will be exchanged for shares in PubCo, which seeks listing on Nasdaq. The agreement comes with various conditions and induces conflicts of interest for certain stakeholders, especially the sponsors. Understanding the potential risks and shareholder dynamics is highlighted as crucial for investors. The filing emphasizes the importance of shareholder votes and the structure of the transaction, including certain financial conditions and redemption rights for public shareholders.

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025037730

Filing Summary: GSR III Acquisition Corp. is in the process of a business combination with Terra Innovatum s.r.l., where GSR III Acquisition Corp. will become a wholly-owned subsidiary of a new public company (PubCo) that will be formed as part of this transaction. A registration statement on Form S-4 will be submitted to the SEC, including a preliminary prospectus for the offer of securities and a preliminary proxy statement for solicitation of proxies from GSR shareholders regarding the proposed merger. Shareholders are encouraged to read these documents in their entirety when available, as they will provide critical details about the merger. The participants in this solicitation include directors and executive officers of GSR and information regarding their interests will be disclosed in the registration materials. The communication contains forward-looking statements concerning expectations and uncertainties around the merger, including the need for regulatory approval and shareholder votes. GSR and Terra Innovatum have urged investors to remain vigilant about the developments surrounding this business combination and the associated risks.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000121390025035641

Filing Summary: GSR III Acquisition Corp. is initiating a business combination with Terra Innovatum s.r.l., as evidenced by filings in connection with their forthcoming registration statement on Form S-4. The combination will see GSR III Acquisition become a wholly-owned subsidiary of a newly formed Dutch public limited liability company (PubCo). The SEC will require a definitive proxy statement to solicit votes from GSRT shareholders regarding the business combination. Investors are advised to review this documentation thoroughly as it will contain essential information about the merger. Potential risks to the merger's success include shareholder approval and SEC filing effectiveness, along with the various uncertainties that may affect the anticipated benefits of the business combination.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000121390025035639

Filing Summary: On April 21, 2025, GSR III Acquisition Corp. entered into a Business Combination Agreement with Terra Innovatum s.r.l. This merger will result in GSR III Acquisition Corp. becoming a wholly owned subsidiary of a newly formed Dutch public company (PubCo). The transaction includes a restructuring plan where Terra Innovatum's quotaholders will transfer their shares to a new Italian limited liability company (New TopCo), which will later convert into PubCo. Upon closing, GSRT shareholders will exchange their shares for shares in PubCo, and there will be approximately $230 million held in GSRT's Trust Account coupled with a pre-money equity valuation of Terra Innovatum at $475 million. The business combination is subject to shareholder approvals, antitrust regulations, and compliance with listing standards on Nasdaq.

Form Type: 425

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025033954

Filing Summary: On April 22, 2025, GSR III Acquisition Corp. (GSRT) and Terra Innovatum s.r.l. announced the execution of a Business Combination Agreement, which entails a series of reorganizations, equity issuances, and purchases. This agreement will lead to GSRT becoming a wholly-owned subsidiary of a newly formed Dutch public limited liability company (Pubco). The involved parties intend to file a registration statement on Form S-4 with the SEC, which will detail the offer of securities related to the business combination and include a preliminary proxy statement for GSRT's shareholders. A definitive proxy statement/prospectus will be mailed to shareholders after the registration statement's effectiveness. The document highlights the potential risks and uncertainties surrounding the business combination, including the need for shareholder and SEC approvals, and emphasizes that the materials filed with the SEC will contain important information for investors.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025033950

Filing Summary: On April 22, 2025, GSR III Acquisition Corp. (GSRT) announced a business combination agreement with Terra Innovatum, an Italian limited liability company. This agreement outlines a series of reorganizations, equity issuances, and purchases leading to GSRT becoming a wholly-owned subsidiary of a newly formed Dutch public limited liability company (Pubco). Accompanying the announcement were exhibits, including a press release and a presentation format intended for its shareholders. The registration of securities related to the business combination will be done through a Form S-4 registration statement which will include a preliminary prospectus and proxy statement. Investors were urged to read carefully all relevant documents when they become available, as they will contain crucial information regarding the business combination. Additionally, the document contains forward-looking statements about the anticipated effects and outcomes of the merger, including potential risks that could affect the completion of the transaction.