Announcement • Oct 10
Terra Innovatum s.r.l. completed the acquisition of GSR III Acquisition Corp. (NasdaqGM:GSRT) from GSR III Sponsor LLC and others in a reverse merger transaction.
Terra Innovatum s.r.l. executed letter of intent to acquire GSR III Acquisition Corp. (NasdaqGM:GSRT) from GSR III Sponsor LLC and others in a reverse merger transaction on December 24, 2024. Terra Innovatum s.r.l. entered into a definitive Business Combination agreement to acquire GSR III Acquisition Corp from GSR III Sponsor LLC and others in a reverse merger transaction for approximately $480 million on April 21, 2025. Under the agreement, a total of 47.5 million shares will be issued as an equity consideration at closing. Upon completion of the deal, Terra Innovatum will become a publicly listed company on the Nasdaq under the name Terra Innovatum Global N.V with ticker symbol “NKLR.” Following the completion of the business combination, Terra Innovatum’s current management team will continue to lead the company, and Terra Innovatum shareholders will roll 100% of their equity into the newly formed public entity.
Closing is anticipated to occur in the second half of 2025, subject to customary closing conditions. The transaction is subject to (i) the requisite approvals of the shareholders of GSRT, (ii) regulatory approvals and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable), (iii) the PubCo ordinary shares being approved for listing on Nasdaq, (iv) the registration statement to be filed with the Securities and Exchange Commission shall have been declared effective and no stop order shall have been issued, (v) the Terra Pre-Closing Restructuring shall have been consummated prior to the Closing in all material respects in accordance with the Terra Pre-Closing Restructuring Plan, (vi) GSRT shall have net tangible assets of at least $5,000,001, (vii) GSRT shall have Available Cash of no less than $25,000,000 as immediately prior to the closing. The transaction has been unanimously approved by the Boards of Directors of GSRT and Terra Innovatum. As per the filing announced on June 26, 2025, the closing is expected to occur in the fourth quarter of 2025. As of September 5, 2025, Terra Innovatum and GSRT announced the nominees for Terra Innovatum's Board of Directors to be appointed upon closing of the proposed business combination with GSRT. The new Board of Directors for Terra Innovatum will consist of Katherine Williams, Rex Jackson, Martha Crawford, Michael Howard, and Peter Hastings. As on October 7, 2025 the transaction has been approved by GSR shareholder.
Steven Stokdyk and Brian Duff of Latham & Watkins LLP, Alexandra Low and Simon Raftopoulos of Appleby (Cayman) Ltd are serving as legal counsel to GSR III Acquisition Corp. Park Avenue Capital is acting as financial advisor to Terra Innovatum, with Mitchell S. Nussbaum of Loeb & Loeb LLP, Chiomenti, and Michel van Agt and Menno Baks of Loyens & Loeff N.V. providing legal counsel. EntrepreneurShares acted as financial advisor and fairness opinion provider to the Board of Directors of GSRT. Continental Stock Transfer & Trust Company acted as transfer agent to GSR III. As compensation for EntrepreneurShares’ service in connection with the rendering the opinion to the GSR III board of directors, GSR III agreed to pay ERShares a fee of $75,000( $15,000 of the fee was paid upon commencement of the engagement and $60,000 of the fee was paid upon delivery of the oral opinion)
Terra Innovatum s.r.l. completed the acquisition of GSR III Acquisition Corp. (NasdaqGM:GSRT) from GSR III Sponsor LLC and others in a reverse merger transaction on October 9, 2025.
