UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

 

 

GSR III Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42399   N/A
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

5900 Balcones Drive, Suite 100
Austin, TX 78731		   78731
(Address of Principal Executive Offices)   (Zip Code)

 

(914-369-4400)

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one seventh of one right   GSRTU   The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share   GSRT   The Nasdaq Stock Market LLC
Rights, each whole right entitling the holder to receive one Class A ordinary share   GSRTR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐   Accelerated Filer ☐   Non-Accelerated Filer ☒   Smaller Reporting Company ☒   Emerging Growth Company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

There were 23,422,500 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of December 23, 2024.

 

 

 

 

 

 

GSR III ACQUISITION CORP.

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2024

 

Table of Contents

 

  Page
     
Part I.   Financial Information  
Item 1.   Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited) 1
  Statements of Operations for the Three Months ended September 30, 2024 and 2023, for the Nine Months ended September 30, 2024 and for the Period from May 10, 2023 (Inception) through September 30, 2023 (Unaudited) 2
  Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months ended September 30, 2024 and for the Period from May 10, 2023 (Inception) through September 30, 2023 (Unaudited) 3
  Statements of Cash Flow for the Nine Months ended September 30, 2024 and for the Period from May 10, 2023 (Inception) through September 30, 2023 (Unaudited) 5
  Notes to Financial Statements (Unaudited) 6
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15
PART II Other Information 16
Item 1.   Legal Proceedings 16
Item 1A.   Risk Factors 16
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3.   Defaults Upon Senior Securities 16
Item 4.   Mine Safety Disclosures 16
Item 5.   Other Information 16
Item 6.   Exhibits 17

 

i

 

 

GSR III ACQUISITION CORP.
BALANCE SHEETS

(Unaudited)

 

   September 30,
2024		   December 31,
2023		 
ASSETS        
Current Assets:        
Prepaid expenses  $
-
   $8,502 
Total Current Assets   
-
    8,502 
           
Non-Current Assets          
Deferred offering costs   749,792    
-
 
Total Assets  $749,792   $8,502 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current Liabilities          
Accrued expenses  $704,541   $
-
 
Promissory note – related party   39,756    
-
 
Total Current Liabilities   744,297    
-
 
Shareholders’ Equity (Deficit)          
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023   
-
    
-
 
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023   
-
    
-
 
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023   575    575 
Additional paid in capital   137,653    24,425 
Accumulated deficit   (132,733)   (16,498)
Total Shareholders’ Equity   5,495    8,502 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $749,792   $8,502 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

1

 

 

GSR III ACQUISITION CORP.
STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended September 30,   For the
Nine Months Ended
September 30,		   For the
Period from
May 10,
2023
(Inception) through
September 30,		 
   2024   2023   2024   2023 
General and administrative expenses  $85,810   $
-
   $116,235   $13,392 
Net Loss  $(85,810)  $
-
   $(116,235)  $(13,392)
Weighted average Class B ordinary shares outstanding, basic and diluted   5,750,000    5,750,000    5,750,000    5,750,000 
Basic and diluted net loss per Class B ordinary share  $(0.01)  $(0.00)  $(0.02)  $(0.00)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

2

 

 

GSR III ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Nine Months Ended September 30, 2024

(Unaudited)

 

   Class A
Ordinary Shares		   Class B
Ordinary Shares		   Additional
Paid in		   Accumulated   Total
Shareholders’
Equity		 
   Shares   Amount   Shares   Amount   Capital   Deficit   (Deficit) 
Balance - January 01, 2024   
-
   $
     -
    5,750,000   $575   $24,425   $(16,498)  $8,502 
Net loss   -    
-
    -    
-
    
-
    
-
    
-
 
Balance - March 31, 2024   
-
    
-
    5,750,000    575    24,425    (16,498)   8,502 
Net loss   -    
-
    -    
-
    
-
    (30,425)   (30,425)
Balance - June 30, 2024   
-
    
-
    5,750,000    575    24,425    (46,923)   (21,923)
Net loss   -    
-
    -    
-
    
-
    (85,810)   (85,810)
Risk capital funding to repay promissory note – related party and accrued expenses   -    
-
    -    
-
    113,228    
-
    113,228 
Balance – September 30, 2024   
        -
   $
-
    5,750,000   $575   $137,653   $(132,733)  $5,495 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

3

 

 

GSR III ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) – (Continued)

For the Period from May 10, 2023 (Inception) through September 30, 2023

(Unaudited)

 

   Class A
Ordinary Shares		   Class B
Ordinary Shares		   Additional
Paid in		   Accumulated   Total
Shareholders’		 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
Balance – May 10, 2023 (Inception)   
          -
   $
          -
    
   -
   $
-
   $
-
   $
-
   $
-
 
Founder shares issued to initial shareholder   
-
    
-
    5,750,000    575    24,425    
-
    25,000 
Net loss   -    
-
    -    
-
    
-
    (13,392)   (13,392)
Balance - June 30, 2023   
-
    
-
    5,750,000    575    24,425    (13,392)  $11,608 
Net loss   -    
-
    -    
-
    
-
    
-
    
-
 
Balance - September 30, 2023   
-
   $
-
    5,750,000   $575   $24,425   $(13,392)  $11,608 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

4

 

 

GSR III ACQUISITION CORP.
STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the
Nine Months Ended
September 30,		   For the Period from May 10,
2023 (Inception) through
September 30,		 
   2024   2023 
Cash Flows from Operating Activities:        
Net loss  $(116,235)  $(13,392)
Adjustments to reconcile net income to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Prepaid expenses   
-
    13,392 
Accrued expenses   116,235    
-
 
Net cash used in operating activities   
-
    
-
 
           
Net increase in cash   
-
    
-
 
           
Cash - beginning of the period   
-
    
-
 
Cash - ending of the period  $
-
   $
-
 
           
Supplemental disclosure of noncash investing and financing activities:          
Prepaid expenses paid by Sponsor in exchange for issuance of Founder Shares  $
-
   $25,000 
Deferred offering costs included in accrued expenses  $608,306   $
-
 
Repayment of promissory note – related party through risk capital funding  $93,228   $
-
 
Repayment of accrued expenses through risk capital funding  $20,000   $
-
 
Prepaid expenses included in deferred offering costs  $8,502   $
-
 
Payment of deferred offering costs included in promissory note – related party  $132,984   $
-
 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

5

 

 

GSR III ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

GSR III Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 10, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”).

 

As of September 30, 2024, the Company had not yet commenced operations. All activity for the period from May 10, 2023 (inception) through September 30, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

 

Financing

 

The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2024. On November 8, 2024, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $230,000,000.

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 422,500 units including 7,500 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to GSR III Sponsor LLC (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000. Out of the aggregate amount of $4,225,000, the amount of $4,040,000 from the sale of the Private Placement Units are added to the net proceeds from the Initial Public Offering held in a trust account (the “Trust Account”) and the balance of $185,000 is receivable from the Sponsors, which will be presented as a reduction to stockholders’ deficit. The proceeds received from the sale of the Private Placement Units held in the Trust Account was used partially to pay some general and administrative expenses.

 

Transaction costs amounted to $10,951,368, consisting of $975,000 of cash underwriting fees, $9,200,000 of deferred underwriting fees which will be paid on the consummation of initial Business Combination, and $776,368 of other offering costs.

 

Business Combination

 

 If the Company is unable to complete an initial Business Combination within the 18 or 21-month period (the “Combination Period”), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company’s amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, The Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed in the period provided, the membership interests of the Sponsor become worthless.

 

6

 

 

Going Concern Consideration

 

As of September 30, 2024, the Company had a working capital deficit of $744,297. As of November 8, 2024 (after completion of the Initial Public Offering), the Company had $1,974,498 in its operating bank account and a working capital surplus of $1,910,213. The Company has incurred and expects to continue to incur significant costs to operate as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. However, based on management’s current cash flow forecast, management expects the Company will have sufficient liquidity to fund the Company’s operations for a period beyond twelve months from the date the accompanying financial statements are issued. Consequently, management determined substantial doubt about the Company’s ability to continue as a going concern has been alleviated.

 

Risks and Uncertainties

 

Management continues to evaluate the impact of significant global events such as the Russia/Ukraine and Israel/Palestine conflicts, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. As such, the information included in these financial statements should be read in conjunction with the Company’s latest audited financial statements and initial audited financial statements filed with the SEC on Form 8-K and Form S-1. In the opinion of the Company’s management, these financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2024, and the Company’s results of operations and cash flows for the periods presented. The results of operations included in the financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

7

 

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of September 30, 2024 or December 31, 2023.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Deferred Offering Costs

 

Deferred offering costs consist of legal, administrative, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs will be allocated to Public and Private Rights issued in the Initial Public Offering on residual value basis, compared to total proceeds. Offering costs associated with the Class A ordinary shares will be charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. As of September 30, 2024 and December 31, 2023, the Company had deferred offering costs of $749,792 and zero, respectively.

 

8

 

 

Net Loss Per Ordinary Share

 

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. As of September 30, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, the diluted loss per ordinary share is the same as the basic loss per ordinary share for the periods presented.

 

Income Taxes

 

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

 

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Class A Redeemable Share Classification

 

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company will recognize the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, upon completion of the Initial Public Offering, Class A ordinary shares subject to possible redemption will be presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

 

Recent Accounting Standards

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

 

NOTE 3. INITIAL PUBLIC OFFERING

 

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units (including underwriters’ over-allotment exercise of 3,000,000 Units) at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000 to the Company. Each Unit will consist of one Class A ordinary share and one-seventh of one public right (the “Public Right”). Each whole right entitles the holder thereof to purchase one Class A ordinary share at a price of $10.00 per share. No fractional rights will be issued upon separation of the Units and only whole rights will trade. The underwriters have exercised their over-allotment option on consummation of the Initial Public offering to purchase 3,000,000 additional units to cover over-allotments.

 

9

 

 

NOTE 4. PRIVATE PLACEMENT

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 422,500 units (including underwriters’ over-allotment exercise of 7,500 Units at a price of $10.00 per Private Placement Unit), generating total proceeds of $4,225,000. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-seventh of one private right (“Private Placement Rights”) to purchase one Class A ordinary share at $10.00 per share.

 

The private placement units have terms and provisions that are identical to the units sold as part of the Initial Public Offering. The private placement units (including any private placement shares, any private placement rights and any Class A ordinary shares underlying the private placement rights) are not transferable, assignable or saleable until 30 days after the completion of initial business combination except pursuant to limited exceptions.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On May 30, 2023, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class B ordinary shares of the Company (after giving effect to a share surrender effected on June 5, 2024). The initial shareholders have not forfeited Founder Shares as the over-allotment option was exercised in full by the underwriter. The Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

 

Administrative Services Agreement

 

The Company has entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. As of September 30, 2024 and December 31, 2023, $0 had been incurred and billed under the administrative services agreement.

 

Promissory Note – Related Party

 

During June 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the earlier of June 6, 2025 and the closing of the Initial Public Offering. During the period ended September 30, 2024, the Company borrowed $132,984 under the Note to pay for offering costs, of which $93,228 was settled through risk capital funding. As of September 30, 2024, the Company had an outstanding balance of $39,756 under the Note, of which $5,000 was subsequently settled through risk capital funding and $34,756 was repaid from the proceeds of the Initial Public Offering placed in the Trust Account.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2024, the Company had no outstanding Working Capital Loans.

 

10

 

 

NOTE 6: COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units (including private placement unit and private placement rights), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Units, and (iii) Private Placement Units and the Class A ordinary shares underlying such Private Placement Units that may be issued upon conversion of any Sponsor funded, have registration rights to require the Company to register a sale of any of securities held by holders of the securities pursuant to a registration rights agreement that was signed prior to the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of initial business combination and rights to require to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

 

NOTE 7: SHAREHOLDERS’ EQUITY

 

Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no preferred shares issued or outstanding.

 

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with $0.0001 par value. As of September 30, 2024 and December 31, 2023, there were no Class A ordinary shares issued or outstanding. As a result of Initial Public Offering on November 8, 2024, the Company issued 23,000,000 Class A ordinary shares subject to possible redemption. Simultaneously, the Company consummated the sale of 422,500 Private Placement Units, each of which entitles the holder thereof to one Class A ordinary share.

 

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with $0.0001 par value. As of September 30, 2024 and December 31, 2023, there were 5,750,000 Class B ordinary shares issued and outstanding.

 

Holders of the Class B ordinary shares have the right to appoint all the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class, except as required by law or share exchange rule; provided, that the holders of Class B ordinary shares are be entitled to vote as a separate class to increase the authorized number of Class B ordinary shares. Each share of ordinary share has one vote on all such matters.

 

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares, will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares issued in the Initial Public Offering, including shares issued in connection with the underwriter exercise of their option to purchase additional Units, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement rights issued to the Sponsor, its affiliates or any member of the management team upon conversion of any Working Capital Loans funded by the Company’s Sponsor.

 

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Rights

 

As of September 30, 2024 and December 31, 2023, there were no rights issued or outstanding.

 

The gross proceeds of the Initial Public Offering were allocated to the rights based on relative value. Approximately $4,225,000 was recorded in shareholders’ equity related to the rights at November 8, 2024. The rights are not remeasured to fair value on a recurring basis.

 

As of November 8, 2024, there were 3,285,714 public rights and 60,357 private rights included in the Private Placement Units outstanding. Each holder of one right will receive one Class A ordinary share upon consummation of the initial business combination, whether or not the Company will be the surviving entity, even if the holder of a public right converted all Class A ordinary shares held by them or it in connection with the initial business combination or an amendment to the Company’s memorandum and articles of association with respect to Company’s pre-business combination activities. In the event the Company will not be the survivor upon completion of the initial business combination, each holder of rights will be required to affirmatively convert their rights in order to receive the Class A ordinary shares underlying the rights (without paying any additional consideration) upon consummation of the business combination. The Company will not issue fractional Class A ordinary shares in connection with an exchange of rights. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a business combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire worthless.

 

NOTE 8: SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below.

 

Initial Public Offering

 

The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2024. On November 8, 2024, the Company consummated the Initial Public Offering of 23,000,000 Units (including the exercise of the underwriters’ over-allotment option in full), at $10.00 per Unit, generating gross proceeds of $230,000,000.

 

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private sale of 422,500 Private Placement Units (including the exercise of the underwriters’ over-allotment option in full), at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000.

 

See Notes 1, 3 and 4 for additional information.

 

Promissory Note – Related Party

 

As of September 30, 2024, the Company had an outstanding balance of $39,756 under the Note, of which $5,000 was subsequently settled through risk capital funding and $34,756 was repaid from the proceeds of the Initial Public Offering placed in the Trust Account.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

References to the “Company,” “our,” “us” or “we” refer to GSR III Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

We are a blank check company incorporated on May 10, 2023 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

As of September 30, 2024, we had not yet commenced operations. All activity through September 30, 2024 relates to our formation and our Initial Public Offering which is described below, and since the Initial Public Offering, our search for a Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income from the proceeds held in the Trust Account (as defined below). We have selected December 31 as our fiscal year end.

 

The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2024. On November 8, 2024, the Company consummated the Initial Public Offering of 23,000,000 Units including 3,000,000 additional public units as the underwriters’ over-allotment option was exercised in full at $10.00 per Unit, generating gross proceeds of $230,000,000.

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 422,500 Private Placement Units including 7,500 additional Private Placement Units as the underwriters’ over-allotment option was exercised in full to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000. Out of the aggregate amount of $4,225,000, the amount of $4,040,000 from the sale of the Private Placement Units are added to the net proceeds from the Initial Public Offering held in the Trust Account and the balance of $185,000 is receivable from the Sponsor, which will be presented as a reduction to stockholders’ deficit. The proceeds received from the sale of the Private Placement Units held in the Trust Account was used partially to pay some general and administrative expenses.

 

13

 

 

If the Company is unable to complete an initial Business Combination within the Combination Period, it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company’s amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, The Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed in the period provided, the membership interests of the Sponsor become worthless.

 

Going Concern Consideration

 

As of September 30, 2024, the Company had a working capital deficit of $744,297. As of November 8, 2024 (after completion of the Initial Public Offering), the Company had $1,974,498 in its operating bank account and a working capital surplus of $1,910,213. The Company has incurred and expects to continue to incur significant costs to operate as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. However, based on management’s current cash flow forecast, management expects the Company will have sufficient liquidity to fund the Company’s operations for a period beyond twelve months from the date the accompanying financial statements are issued. Consequently, management determined substantial doubt about the Company’s ability to continue as a going concern has been alleviated.

 

Results of Operations

 

Our entire activity since inception up to September 30, 2024 relates to our formation and the Initial Public Offering, and since the Initial Public Offering, our search for a Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination, at the earliest. We generate non-operating income from the proceeds held in the Trust Account.

 

For the three months ended September 30, 2024, we had a net loss of $85,810, which consisted of operating costs, compared to a net loss of zero for the three months ended September 30, 2023.

 

For the nine months ended September 30, 2024, we had a net loss of $116,235, which consisted of operating costs, compared to a net loss of $13,392 for the nine months ended September 30, 2023.

 

Contractual Obligations

 

Administrative Services Agreement

 

The Company has entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. As of September 30, 2024 and December 31, 2023, $0 had been incurred and billed under the administrative services agreement.

 

Promissory Note – Related Party

 

During June 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to the Note. The Note was non-interest bearing, unsecured and due upon the earlier of June 6, 2025 and the closing of the Initial Public Offering. During the period ended September 30, 2024, the Company borrowed $132,984 under the Note to pay for offering costs, of which $93,228 was settled through risk capital funding. As of September 30, 2024, the Company had an outstanding balance of $39,756 under the Note, of which $5,000 was subsequently settled through risk capital funding and $34,756 was repaid from the proceeds of the Initial Public Offering placed in the Trust Account.

 

14

 

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company Working Capital Loans. If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2024, the Company had no outstanding Working Capital Loans.

 

Critical Accounting Policies

 

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have not identified any critical accounting policies.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Co-Chief Executive Officers, we conducted an evaluation of the effectiveness, of our disclosure controls and procedures as of September 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officers and principal financial and accounting officer have concluded that due to inadequate segregation of duties within account processes and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping, during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2024 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

15

 

 

PART II-OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for the Initial Public Offering filed with the SEC on November 7, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for the Initial Public Offering filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On November 8, 2024, we consummated our Initial Public Offering of 23,000,000 Units, which includes the exercise in full of the underwriters’ option to purchase an additional 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000.

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 422,500 Private Placement Units including 7,500 additional Private Placement Units as the underwriters’ over-allotment option was exercised in full to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000.

 

Transaction costs amounted to $10,951,368, consisting of $975,000 of cash underwriting fees, $9,200,000 of deferred underwriting fees which will be paid on the consummation of initial Business Combination, and $776,368 of other offering costs.

 

On November 8, 2024, a total of $234,040,000 of the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

16

 

 

Item 6. Exhibits.

 

Exhibit
Number		   Description
31.1   Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
     
31.2   Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
     
32.1*   Certification of Principal Executive Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
     
32.2*   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
**Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

 

17

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 23rd day of December 2024.

 

GSR III ACQUISITION CORP.  
     
By:

/s/ Gus Garcia

  
Name:  Gus Garcia  
Title: Co-Chief Executive Officer  

 

 

18

 

 

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EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Gus Garcia, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of GSR III Acquisition Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) and 15d-15(e)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: December 23, 2024 By:

/s/ Gus Garcia

    Gus Garcia
    Co-Chief Executive Officer
    (Principal Executive Officer)

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Anantha Ramamurti, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of GSR III Acquisition Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) and 15d-15(e)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: December 23, 2024 By:

/s/ Anantha Ramamurti

    Anantha Ramamurti
    Chief Financial Officer
    (Principal Finance and Accounting Officer)

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GSR III Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gus Garcia, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 23, 2024

 

   

/s/ Gus Garcia

Name:  Gus Garcia
Title:  Co-Chief Executive Officer
    (Principal Executive Officer)

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GSR III Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anantha Ramamurti, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 23, 2024    
     
   

/s/ Anantha Ramamurti

  Name:  Anantha Ramamurti
  Title: Chief Financial Officer
    (Principal Finance and Accounting Officer)

 

v3.24.4
Cover - shares
 9 Months Ended
Sep. 30, 2024
Dec. 23, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Information [Line Items]    
Entity Registrant Name GSR III Acquisition Corp.  
Entity Central Index Key 0002029023  
Entity File Number 001-42399  
Entity Tax Identification Number 00-0000000  
Entity Incorporation, State or Country Code E9  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One 5900 Balcones Drive  
Entity Address, Address Line Two Suite 100  
Entity Address, City or Town Austin  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 78731  
Entity Phone Fax Numbers [Line Items]    
City Area Code 914  
Local Phone Number 369-4400  
Units, each consisting of one Class A ordinary share and one seventh of one right    
Entity Listings [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one seventh of one right  
Trading Symbol GSRTU  
Security Exchange Name NASDAQ  
Class A ordinary share, par value $0.0001 per share    
Entity Listings [Line Items]    
Title of 12(b) Security Class A ordinary share, par value $0.0001 per share  
Trading Symbol GSRT  
Security Exchange Name NASDAQ  
Rights, each whole right entitling the holder to receive one Class A ordinary share    
Entity Listings [Line Items]    
Title of 12(b) Security Rights, each whole right entitling the holder to receive one Class A ordinary share  
Trading Symbol GSRTR  
Security Exchange Name NASDAQ  
Class A Ordinary Shares    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   23,422,500
Class B Ordinary Shares    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   5,750,000
v3.24.4
Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets:    
Prepaid expenses $ 8,502
Total Current Assets 8,502
Non-Current Assets    
Deferred offering costs 749,792
Total Assets 749,792 8,502
Current Liabilities    
Accrued expenses 704,541
Total Current Liabilities 744,297
Shareholders’ Equity (Deficit)    
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31 ,2023
Additional paid in capital 137,653 24,425
Accumulated deficit (132,733) (16,498)
Total Shareholders’ Equity 5,495 8,502
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 749,792 8,502
Related Party    
Current Liabilities    
Promissory note – related party 39,756
Class A Ordinary Shares    
Shareholders’ Equity (Deficit)    
Ordinary Shares, Value
Class B Ordinary Shares    
Shareholders’ Equity (Deficit)    
Ordinary Shares, Value $ 575 $ 575
v3.24.4
Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred shares, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred shares, shares authorized 1,000,000 1,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Ordinary Shares    
Ordinary shares, par value (in Dollars per share) $ 0.0001 $ 0.0001
Ordinary shares, shares authorized 200,000,000 200,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares    
Ordinary shares, par value (in Dollars per share) $ 0.0001 $ 0.0001
Ordinary shares, shares authorized 20,000,000 20,000,000
Ordinary shares, shares issued 5,750,000 5,750,000
Ordinary shares, shares outstanding 5,750,000 5,750,000
v3.24.4
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 5 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2024
Income Statement [Abstract]        
General and administrative expenses $ 85,810 $ 13,392 $ 116,235
Net Loss $ (85,810) $ (13,392) $ (116,235)
Weighted average Class B ordinary shares outstanding, basic (in Shares) 5,750,000 5,750,000 5,750,000 5,750,000
Weighted average Class B ordinary shares outstanding, diluted (in Shares) 5,750,000 5,750,000 5,750,000 5,750,000
Basic net loss per Class B ordinary share (in Dollars per share) $ (0.01) $ 0 $ 0 $ (0.02)
Diluted net loss per Class B ordinary share (in Dollars per share) $ (0.01) $ 0 $ 0 $ (0.02)
v3.24.4
Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($)
Ordinary Shares
Class A
Ordinary Shares
Class B
Additional Paid in Capital
Accumulated Deficit
Total
Balance at May. 09, 2023
Balance (in Shares) at May. 09, 2023      
Founder shares issued to initial shareholder $ 575 24,425 25,000
Founder shares issued to initial shareholder (in Shares) 5,750,000      
Net loss (13,392) (13,392)
Balance at Jun. 30, 2023 $ 575 24,425 (13,392) 11,608
Balance (in Shares) at Jun. 30, 2023 5,750,000      
Balance at May. 09, 2023
Balance (in Shares) at May. 09, 2023      
Net loss         (13,392)
Balance at Sep. 30, 2023 $ 575 24,425 (13,392) 11,608
Balance (in Shares) at Sep. 30, 2023 5,750,000      
Balance at Jun. 30, 2023 $ 575 24,425 (13,392) 11,608
Balance (in Shares) at Jun. 30, 2023 5,750,000      
Net loss
Balance at Sep. 30, 2023 $ 575 24,425 (13,392) 11,608
Balance (in Shares) at Sep. 30, 2023 5,750,000      
Balance at Dec. 31, 2023 $ 575 24,425 (16,498) 8,502
Balance (in Shares) at Dec. 31, 2023 5,750,000      
Net loss
Balance at Mar. 31, 2024 $ 575 24,425 (16,498) 8,502
Balance (in Shares) at Mar. 31, 2024 5,750,000      
Balance at Dec. 31, 2023 $ 575 24,425 (16,498) 8,502
Balance (in Shares) at Dec. 31, 2023 5,750,000      
Net loss         (116,235)
Balance at Sep. 30, 2024 $ 575 137,653 (132,733) 5,495
Balance (in Shares) at Sep. 30, 2024 5,750,000      
Balance at Mar. 31, 2024 $ 575 24,425 (16,498) 8,502
Balance (in Shares) at Mar. 31, 2024 5,750,000      
Net loss (30,425) (30,425)
Balance at Jun. 30, 2024 $ 575 24,425 (46,923) (21,923)
Balance (in Shares) at Jun. 30, 2024 5,750,000      
Net loss (85,810) (85,810)
Risk capital funding to repay promissory note – related party and accrued expenses 113,228 113,228
Balance at Sep. 30, 2024 $ 575 $ 137,653 $ (132,733) $ 5,495
Balance (in Shares) at Sep. 30, 2024 5,750,000      
v3.24.4
Statements of Cash Flows (Unaudited) - USD ($)
 5 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2024
Cash Flows from Operating Activities:    
Net loss $ (13,392) $ (116,235)
Changes in operating assets and liabilities:    
Prepaid expenses 13,392
Accrued expenses 116,235
Net cash used in operating activities
Net increase in cash
Cash - beginning of the period
Cash - ending of the period
Supplemental disclosure of noncash investing and financing activities:    
Prepaid expenses paid by Sponsor in exchange for issuance of Founder Shares 25,000
Deferred offering costs included in accrued expenses 608,306
Repayment of promissory note – related party through risk capital funding 93,228
Repayment of accrued expenses through risk capital funding 20,000
Prepaid expenses included in deferred offering costs 8,502
Payment of deferred offering costs included in promissory note – related party $ 132,984
v3.24.4
Description of Organization and Business Operations
 9 Months Ended
Sep. 30, 2024
Description of Organization and Business Operations [Abstract]  
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

GSR III Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 10, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”).

 

As of September 30, 2024, the Company had not yet commenced operations. All activity for the period from May 10, 2023 (inception) through September 30, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

 

Financing

 

The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2024. On November 8, 2024, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $230,000,000.

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 422,500 units including 7,500 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to GSR III Sponsor LLC (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000. Out of the aggregate amount of $4,225,000, the amount of $4,040,000 from the sale of the Private Placement Units are added to the net proceeds from the Initial Public Offering held in a trust account (the “Trust Account”) and the balance of $185,000 is receivable from the Sponsors, which will be presented as a reduction to stockholders’ deficit. The proceeds received from the sale of the Private Placement Units held in the Trust Account was used partially to pay some general and administrative expenses.

 

Transaction costs amounted to $10,951,368, consisting of $975,000 of cash underwriting fees, $9,200,000 of deferred underwriting fees which will be paid on the consummation of initial Business Combination, and $776,368 of other offering costs.

 

Business Combination

 

 If the Company is unable to complete an initial Business Combination within the 18 or 21-month period (the “Combination Period”), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company’s amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, The Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed in the period provided, the membership interests of the Sponsor become worthless.

 

Going Concern Consideration

 

As of September 30, 2024, the Company had a working capital deficit of $744,297. As of November 8, 2024 (after completion of the Initial Public Offering), the Company had $1,974,498 in its operating bank account and a working capital surplus of $1,910,213. The Company has incurred and expects to continue to incur significant costs to operate as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. However, based on management’s current cash flow forecast, management expects the Company will have sufficient liquidity to fund the Company’s operations for a period beyond twelve months from the date the accompanying financial statements are issued. Consequently, management determined substantial doubt about the Company’s ability to continue as a going concern has been alleviated.

 

Risks and Uncertainties

 

Management continues to evaluate the impact of significant global events such as the Russia/Ukraine and Israel/Palestine conflicts, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
v3.24.4
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. As such, the information included in these financial statements should be read in conjunction with the Company’s latest audited financial statements and initial audited financial statements filed with the SEC on Form 8-K and Form S-1. In the opinion of the Company’s management, these financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2024, and the Company’s results of operations and cash flows for the periods presented. The results of operations included in the financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of September 30, 2024 or December 31, 2023.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Deferred Offering Costs

 

Deferred offering costs consist of legal, administrative, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs will be allocated to Public and Private Rights issued in the Initial Public Offering on residual value basis, compared to total proceeds. Offering costs associated with the Class A ordinary shares will be charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. As of September 30, 2024 and December 31, 2023, the Company had deferred offering costs of $749,792 and zero, respectively.

 

Net Loss Per Ordinary Share

 

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. As of September 30, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, the diluted loss per ordinary share is the same as the basic loss per ordinary share for the periods presented.

 

Income Taxes

 

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

 

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Class A Redeemable Share Classification

 

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company will recognize the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, upon completion of the Initial Public Offering, Class A ordinary shares subject to possible redemption will be presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

 

Recent Accounting Standards

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
v3.24.4
Initial Public Offering
 9 Months Ended
Sep. 30, 2024
Class of Stock Disclosures [Abstract]  
INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

 

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units (including underwriters’ over-allotment exercise of 3,000,000 Units) at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000 to the Company. Each Unit will consist of one Class A ordinary share and one-seventh of one public right (the “Public Right”). Each whole right entitles the holder thereof to purchase one Class A ordinary share at a price of $10.00 per share. No fractional rights will be issued upon separation of the Units and only whole rights will trade. The underwriters have exercised their over-allotment option on consummation of the Initial Public offering to purchase 3,000,000 additional units to cover over-allotments.
v3.24.4
Private Placement
 9 Months Ended
Sep. 30, 2024
Class of Stock Disclosures [Abstract]  
PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

 

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 422,500 units (including underwriters’ over-allotment exercise of 7,500 Units at a price of $10.00 per Private Placement Unit), generating total proceeds of $4,225,000. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-seventh of one private right (“Private Placement Rights”) to purchase one Class A ordinary share at $10.00 per share.

 

The private placement units have terms and provisions that are identical to the units sold as part of the Initial Public Offering. The private placement units (including any private placement shares, any private placement rights and any Class A ordinary shares underlying the private placement rights) are not transferable, assignable or saleable until 30 days after the completion of initial business combination except pursuant to limited exceptions.
v3.24.4
Related Party Transactions
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On May 30, 2023, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class B ordinary shares of the Company (after giving effect to a share surrender effected on June 5, 2024). The initial shareholders have not forfeited Founder Shares as the over-allotment option was exercised in full by the underwriter. The Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

 

Administrative Services Agreement

 

The Company has entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. As of September 30, 2024 and December 31, 2023, $0 had been incurred and billed under the administrative services agreement.

 

Promissory Note – Related Party

 

During June 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the earlier of June 6, 2025 and the closing of the Initial Public Offering. During the period ended September 30, 2024, the Company borrowed $132,984 under the Note to pay for offering costs, of which $93,228 was settled through risk capital funding. As of September 30, 2024, the Company had an outstanding balance of $39,756 under the Note, of which $5,000 was subsequently settled through risk capital funding and $34,756 was repaid from the proceeds of the Initial Public Offering placed in the Trust Account.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2024, the Company had no outstanding Working Capital Loans.
v3.24.4
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 6: COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units (including private placement unit and private placement rights), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Units, and (iii) Private Placement Units and the Class A ordinary shares underlying such Private Placement Units that may be issued upon conversion of any Sponsor funded, have registration rights to require the Company to register a sale of any of securities held by holders of the securities pursuant to a registration rights agreement that was signed prior to the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of initial business combination and rights to require to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.
v3.24.4
Shareholders' Equity
 9 Months Ended
Sep. 30, 2024
Shareholders  
SHAREHOLDERS’ EQUITY

NOTE 7: SHAREHOLDERS’ EQUITY

 

Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no preferred shares issued or outstanding.

 

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with $0.0001 par value. As of September 30, 2024 and December 31, 2023, there were no Class A ordinary shares issued or outstanding. As a result of Initial Public Offering on November 8, 2024, the Company issued 23,000,000 Class A ordinary shares subject to possible redemption. Simultaneously, the Company consummated the sale of 422,500 Private Placement Units, each of which entitles the holder thereof to one Class A ordinary share.

 

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with $0.0001 par value. As of September 30, 2024 and December 31, 2023, there were 5,750,000 Class B ordinary shares issued and outstanding.

 

Holders of the Class B ordinary shares have the right to appoint all the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class, except as required by law or share exchange rule; provided, that the holders of Class B ordinary shares are be entitled to vote as a separate class to increase the authorized number of Class B ordinary shares. Each share of ordinary share has one vote on all such matters.

 

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares, will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares issued in the Initial Public Offering, including shares issued in connection with the underwriter exercise of their option to purchase additional Units, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement rights issued to the Sponsor, its affiliates or any member of the management team upon conversion of any Working Capital Loans funded by the Company’s Sponsor.

 

Rights

 

As of September 30, 2024 and December 31, 2023, there were no rights issued or outstanding.

 

The gross proceeds of the Initial Public Offering were allocated to the rights based on relative value. Approximately $4,225,000 was recorded in shareholders’ equity related to the rights at November 8, 2024. The rights are not remeasured to fair value on a recurring basis.

 

As of November 8, 2024, there were 3,285,714 public rights and 60,357 private rights included in the Private Placement Units outstanding. Each holder of one right will receive one Class A ordinary share upon consummation of the initial business combination, whether or not the Company will be the surviving entity, even if the holder of a public right converted all Class A ordinary shares held by them or it in connection with the initial business combination or an amendment to the Company’s memorandum and articles of association with respect to Company’s pre-business combination activities. In the event the Company will not be the survivor upon completion of the initial business combination, each holder of rights will be required to affirmatively convert their rights in order to receive the Class A ordinary shares underlying the rights (without paying any additional consideration) upon consummation of the business combination. The Company will not issue fractional Class A ordinary shares in connection with an exchange of rights. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a business combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire worthless.
v3.24.4
Subsequent Events
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 8: SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below.

 

Initial Public Offering

 

The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2024. On November 8, 2024, the Company consummated the Initial Public Offering of 23,000,000 Units (including the exercise of the underwriters’ over-allotment option in full), at $10.00 per Unit, generating gross proceeds of $230,000,000.

 

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private sale of 422,500 Private Placement Units (including the exercise of the underwriters’ over-allotment option in full), at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000.

 

See Notes 1, 3 and 4 for additional information.

 

Promissory Note – Related Party

 

As of September 30, 2024, the Company had an outstanding balance of $39,756 under the Note, of which $5,000 was subsequently settled through risk capital funding and $34,756 was repaid from the proceeds of the Initial Public Offering placed in the Trust Account.
v3.24.4
Pay vs Performance Disclosure - USD ($)
 2 Months Ended 3 Months Ended 5 Months Ended 9 Months Ended
Jun. 30, 2023
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2024
Pay vs Performance Disclosure              
Net Income (Loss) $ (13,392) $ (85,810) $ (30,425) $ (13,392) $ (116,235)
v3.24.4
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.4
Accounting Policies, by Policy (Policies)
 9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. As such, the information included in these financial statements should be read in conjunction with the Company’s latest audited financial statements and initial audited financial statements filed with the SEC on Form 8-K and Form S-1. In the opinion of the Company’s management, these financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2024, and the Company’s results of operations and cash flows for the periods presented. The results of operations included in the financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.
Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of September 30, 2024 or December 31, 2023.
Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Deferred Offering Costs

Deferred Offering Costs

Deferred offering costs consist of legal, administrative, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs will be allocated to Public and Private Rights issued in the Initial Public Offering on residual value basis, compared to total proceeds. Offering costs associated with the Class A ordinary shares will be charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. As of September 30, 2024 and December 31, 2023, the Company had deferred offering costs of $749,792 and zero, respectively.

 
Net Loss Per Ordinary Share

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. As of September 30, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, the diluted loss per ordinary share is the same as the basic loss per ordinary share for the periods presented.
Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Class A Redeemable Share Classification

Class A Redeemable Share Classification

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company will recognize the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, upon completion of the Initial Public Offering, Class A ordinary shares subject to possible redemption will be presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.
Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
v3.24.4
Description of Organization and Business Operations (Details) - USD ($)
 9 Months Ended
Nov. 08, 2024
Sep. 30, 2024
Description of Organization and Business Operations [Line Items]    
Transaction costs   $ 10,951,368
Cash underwriting fees   975,000
Deferred underwriting fee payable   9,200,000
Other offering costs   776,368
Interest to pay dissolution expenses   100,000
Working capital deficit   $ 744,297
Series of Individually Immaterial Business Acquisitions [Member]    
Description of Organization and Business Operations [Line Items]    
Business combination period   18 or 21-month
GSR III Sponsor LLC [Member]    
Description of Organization and Business Operations [Line Items]    
Sponsors amount   $ 185,000
Subsequent Event [Member]    
Description of Organization and Business Operations [Line Items]    
Gross proceeds $ 230,000,000  
Operating bank account amount 1,974,498  
Working capital surplus $ 1,910,213  
Class A Ordinary Shares [Member]    
Description of Organization and Business Operations [Line Items]    
Private placement units per share (in Dollars per share)   $ 10
Class A Ordinary Shares [Member] | Subsequent Event [Member]    
Description of Organization and Business Operations [Line Items]    
Private placement units per share (in Dollars per share) $ 10  
Initial Public Offering [Member]    
Description of Organization and Business Operations [Line Items]    
Number of units issued (in Shares)   23,000,000
Gross proceeds   $ 230,000,000
Private placement unit per share (in Dollars per share)   $ 10
Initial Public Offering [Member] | Subsequent Event [Member]    
Description of Organization and Business Operations [Line Items]    
Number of units issued (in Shares) 23,000,000  
Private placement units per share (in Dollars per share) $ 10  
Gross proceeds $ 230,000,000  
Over-Allotment Option [Member]    
Description of Organization and Business Operations [Line Items]    
Number of units issued (in Shares)   7,500
Additional private placement units (in Shares)   3,000,000
Over-Allotment Option [Member] | Subsequent Event [Member]    
Description of Organization and Business Operations [Line Items]    
Additional private placement units (in Shares) 3,000,000  
Private Placement [Member]    
Description of Organization and Business Operations [Line Items]    
Number of units issued (in Shares)   422,500
Additional private placement units (in Shares)   7,500
Private placement units per share (in Dollars per share)   $ 10
Private placement unit per share (in Dollars per share)   $ 10
Total proceeds   $ 4,225,000
Private Placement [Member] | GSR III Sponsor LLC [Member]    
Description of Organization and Business Operations [Line Items]    
Private placement unit per share (in Dollars per share)   $ 10
Total proceeds   $ 4,225,000
Aggregate amount   4,225,000
Sale of the private placement units   $ 4,040,000
v3.24.4
Summary of Significant Accounting Policies (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]    
Deferred offering costs $ 749,792
v3.24.4
Initial Public Offering (Details)
 9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Class A Ordinary Shares [Member]  
Subsidiary, Sale of Stock [Line Items]  
Share price per share (in Dollars per share) | $ / shares $ 10
Initial Public Offering [Member]  
Subsidiary, Sale of Stock [Line Items]  
Number of shares issued 23,000,000
Purchase price per unit (in Dollars per share) | $ / shares $ 10
Gross proceeds (in Dollars) | $ $ 230,000,000
Over-Allotments [Member]  
Subsidiary, Sale of Stock [Line Items]  
Number of shares issued 7,500
Underwriters’ over-allotment exercise of units 3,000,000
Purchase additional units 3,000,000
v3.24.4
Private Placement (Details)
 9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Class A Ordinary Share [Member]  
Subsidiary, Sale of Stock [Line Items]  
Price per share | $ / shares $ 10
Private Placement Rights [Member]  
Subsidiary, Sale of Stock [Line Items]  
Units issued | shares 422,500
Price per share | $ / shares $ 10
Generating initial proceeds | $ $ 4,225,000
Over-Allotment [Member]  
Subsidiary, Sale of Stock [Line Items]  
Units issued | shares 7,500
v3.24.4
Related Party Transactions (Details) - USD ($)
 2 Months Ended 5 Months Ended 9 Months Ended
May 30, 2023
Jun. 30, 2023
Sep. 30, 2023
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]            
Offering costs   $ 25,000        
Company borrowed     $ 132,984    
Risk capital funding     93,228    
Subsequently settled       5,000    
Related Party [Member]            
Related Party Transaction [Line Items]            
Outstanding balance       39,756    
Administrative Services Agreement [Member]            
Related Party Transaction [Line Items]            
Billed related party       0   $ 0
Sponsor [Member]            
Related Party Transaction [Line Items]            
Office space and administrative expenses       55,556    
Company borrowed       132,984    
Risk capital funding       34,756    
Working capital loans       $ 1,500,000    
Sponsor [Member] | Promissory Note [Member]            
Related Party Transaction [Line Items]            
Sponsor agreed to loan         $ 300,000  
Sponsor [Member] | Class B Ordinary Shares [Member]            
Related Party Transaction [Line Items]            
Offering costs $ 25,000          
Ordinary shares (in Shares) 5,750,000          
Initial Public Offering [Member]            
Related Party Transaction [Line Items]            
Founder shares percentage       20.00%    
Risk capital funding       $ 230,000,000    
Private placement units (in Dollars per share)       $ 10    
Private Placement Units [Member]            
Related Party Transaction [Line Items]            
Private placement units (in Dollars per share)       $ 10    
v3.24.4
Shareholders' Equity (Details) - USD ($)
 9 Months Ended
Nov. 08, 2024
Sep. 30, 2024
Dec. 31, 2023
Class of Stock [Line Items]      
Preferred shares authorized   1,000,000 1,000,000
Preferred shares, par value (in Dollars per share)   $ 0.0001 $ 0.0001
Preferred shares issued  
Preferred shares outstanding  
Converted basis percentage   20.00%  
Number of rights issued  
Number of rights outstanding (in Dollars)  
Class A Ordinary Shares [Member]      
Class of Stock [Line Items]      
Ordinary shares authorized   200,000,000 200,000,000
Ordinary shares par value (in Dollars per share)   $ 0.0001 $ 0.0001
Ordinary shares issued  
Ordinary shares outstanding  
Common Class B [Member]      
Class of Stock [Line Items]      
Ordinary shares authorized   20,000,000 20,000,000
Ordinary shares par value (in Dollars per share)   $ 0.0001 $ 0.0001
Ordinary shares issued   5,750,000 5,750,000
Ordinary shares outstanding   5,750,000 5,750,000
Private Placement [Member]      
Class of Stock [Line Items]      
Ordinary shares subject to possible redemption   422,500  
Private Placement [Member] | Subsequent Event [Member]      
Class of Stock [Line Items]      
Private rights 60,357    
Private Placement [Member] | Class A Ordinary Shares [Member] | Subsequent Event [Member]      
Class of Stock [Line Items]      
Ordinary shares subject to possible redemption 23,000,000    
Private placement units 422,500    
Initial Public Offering [Member] | Subsequent Event [Member]      
Class of Stock [Line Items]      
Shareholders’ equity related to rights (in Dollars) $ 4,225,000    
Public Rights [Member] | Subsequent Event [Member]      
Class of Stock [Line Items]      
Private rights 3,285,714    
v3.24.4
Subsequent Events (Details) - USD ($)
 9 Months Ended
Nov. 08, 2024
Sep. 30, 2024
Dec. 31, 2023
Subsequent Events [Line Items]      
Amount settled   $ 5,000  
Related Party [Member]      
Subsequent Events [Line Items]      
Promissory note   39,756
Subsequent Event [Member]      
Subsequent Events [Line Items]      
Gross proceed $ 230,000,000    
IPO [Member]      
Subsequent Events [Line Items]      
Gross proceed   $ 230,000,000  
Price per share (in Dollars per share)   $ 10  
Repaid amount   $ 34,756  
IPO [Member] | Subsequent Event [Member]      
Subsequent Events [Line Items]      
Number of units (in Shares) 23,000,000    
Price per share (in Dollars per share) $ 10    
Gross proceed $ 230,000,000    
Private Placement [Member]      
Subsequent Events [Line Items]      
Price per share (in Dollars per share)   $ 10  
Sale of units (in Shares)   422,500  
Price per share (in Dollars per share)   $ 10  
Generating total proceeds   $ 4,225,000  
GSR III Acquisition (NASDAQ:GSRTU)
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GSR III Acquisition (NASDAQ:GSRTU)
過去 株価チャート
から 2 2024 まで 2 2025 GSR III Acquisitionのチャートをもっと見るにはこちらをクリック