As filed with the Securities and Exchange Commission on June 25, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________

TERRA INNOVATUM GLOBAL S.R.L.
(Exact Name of Registrant as Specified in Its Charter)

___________________

For Co-Registrants, see “Co-Registrants Table” on the following page.

Via Matteo Trenta 117
Lucca, Italy 55100
Telephone: +39 0583 55797
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

___________________

Copies to:

___________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CO-REGISTRANT TABLE

___________________

Terra Innovatum s.r.l.
(Exact Name of Registrant as Specified in Its Charter)

___________________

Via Matteo Trenta 117
Lucca, Italy 55100
Telephone: +39 0583 55797
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

CO-REGISTRANT TABLE

___________________

GSR III Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)

___________________

5900 Balcones Drive, Suite 100
Austin, TX 78731
United States of America
Telephone: (914) 369-4400
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 25, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
GSR III ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)

and

PROSPECTUS FOR UP TO 80,241,571 ORDINARY SHARES OF
TERRA INNOVATUM GLOBAL S.R.L.

GSR III Acquisition Corp.
5900 Balcones Drive, Suite 100
Austin, TX 78731

Dear GSR III Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of GSR III Acquisition Corp., a Cayman Islands exempted company (“GSR III”), which will be held on            , 2025 at            , Eastern Time, at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, CA 90067 and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “General Meeting”). The accompanying proxy statement/prospectus related to the General Meeting is dated            , 2025, and is expected to be first mailed or otherwise delivered to GSR III shareholders on or about            , 2025.

On April 21, 2025, GSR III and Terra Innovatum s.r.l., an Italian limited liability company (Italian Società a responsabilità limitata) (“Terra Innovatum”) entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), contemplating several transactions and reorganizations in connection with which GSR III will become a wholly owned subsidiary of, Terra Innovatum Global N.V., a Dutch public limited liability company (naamloze vennootschap) (“PubCo”).

At the General Meeting, GSR III shareholders will be asked to consider and vote upon: (i) a proposal, as an ordinary resolution, to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby (the “Business Combination Proposal” or “Proposal No. 1”) and (ii) a proposal, as a special resolution to authorize and approve the Merger and the Plan of Merger (each as defined below) between GSR III and a Cayman Island entity formed as a direct wholly owned subsidiary of PubCo (“Terra MergerCo”) in the form tabled at the General Meeting, which will be in the form attached to the accompanying proxy statement/prospectus as Annex B (the “Plan of Merger”) (the “Merger Proposal” or “Proposal No. 2”). The GSR III Board unanimously approved the Business Combination Agreement and determined that the Business Combination and Plan of Merger are advisable, fair to, and in the best interests of, GSR III and its shareholders. There are no arrangements, agreements or understanding between the Sponsor, GSR III or its officers, directors or affiliates with respect to determining whether to proceed with a de-SPAC transaction.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

•        Terra Innovatum will cause to be formed an Italian limited liability company (Italian Società a responsabilità limitata) with the same quotaholders in the same ownership percentages as Terra Innovatum (“New TopCo”);

•        Following the formation of New TopCo, Terra Innovatum will effectuate a restructuring whereby the Terra Innovatum Quotaholders will contribute 100% of their respective quotas in the capital of Terra Innovatum to New TopCo;

•        As a result of the Contribution, Terra Innovatum will become a wholly owned subsidiary of New TopCo;

•        Following the Contribution, New TopCo will convert into a Dutch public limited liability company (naamloze vennootschap) (“Conversion”), for the purpose of participating in the Transactions and becoming the holding company for Terra Innovatum and Terra MergerCo (as defined below) (the Contribution and the Conversion collectively, the “Terra Pre-Closing Restructuring,” and such reorganization plan, the “Terra Pre-Closing Restructuring Plan”);

•        New TopCo will establish, Terra MererCo, a Cayman Island subsidiary as a direct wholly owned subsidiary of New TopCo; and

•        As part of the business combination, Terra MergerCo will merge with and into GSR III (the “Merger”), with GSR III as the surviving company in the merger and, after giving effect to the Merger and the related share exchange, GSR III will become a wholly owned Subsidiary of PubCo and each issued and outstanding GSR III Ordinary Share will be exchanged into one PubCo Ordinary Share.

Additionally, in connection with their entry into the Business Combination Agreement, GSR III and Terra Innovatum entered into a letter agreement with GSR III Sponsor LLC, an Delaware limited liability company (the “Sponsor”) and certain shareholders of GSR III, including the current independent directors of GSR III (together with the Sponsor, the “GSR III Initial Shareholders”) pursuant to which, among other things, each GSR III Initial Shareholder has agreed to (a) vote in favor of all the transaction proposals (including the Merger) to be voted upon at the General Meeting, including the approval of the Business Combination Agreement and the transactions contemplated thereby and (b) waive any adjustment to the conversion ratio set forth in the governing documents of GSR III or any other anti-dilution or similar protections with respect to the Class B Shares, in each case, on the terms and subject to the conditions set forth therein.

In addition to the Business Combination Proposal, GSR III shareholders are being asked to consider and vote on a proposal, as an ordinary resolution, to postpone or adjourn the General Meeting to a later date or dates (A) in order to solicit additional proxies for the purpose of obtaining GSR III shareholder approval of the transaction proposals to be voted upon at the General Meeting, (B) if as of the time for which the General Meeting is scheduled, there are insufficient GSR III Class A Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the General Meeting, (C) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that GSR III has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the GSR III shareholders prior to the General Meeting, (D) if GSR III shareholders redeem an amount of GSR III Class A Ordinary Shares such that the condition to closing that the GSR III Available Cash be equal to or greater than $25,000,000 will not be satisfied, or (E) as otherwise deemed necessary by the chairman of the General Meeting in his sole discretion (the “Adjournment Proposal” or “Proposal No. 3”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is urged to read carefully. In connection with its approval of the Business Combination Agreement, the GSR III Board obtained a fairness opinion from EntrepreneurShares LLC. (“ERShares”), dated April 7, 2025, which provides that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid to the shareholders of GSR III in the Merger is fair, from a financial point of view, to GSR III and the holders of GSR III Class A Ordinary Shares.

The GSR III Class A Ordinary Shares, GSR III Public Units and GSR III Rights (each term as defined in the accompanying proxy statement/prospectus) are currently listed on the Nasdaq stock market (“Nasdaq”) under the symbols “GSRT,” “GSRTU” and “GSRTR,” respectively. Upon the Closing, the GSR III securities will be delisted from Nasdaq. PubCo intends to apply to list the PubCo Ordinary Shares (as defined in the accompanying proxy statement/prospectus) on Nasdaq under the symbols “NKLR,” upon the Closing. We cannot assure you that the PubCo Ordinary Shares will be approved for listing on Nasdaq.

Investing in PubCo’s securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in PubCo’s securities.

With respect to GSR III and the holders of the GSR III Class A Ordinary Shares, the accompanying proxy statement/prospectus serves as a:

•        proxy statement for the General Meeting, at which GSR III shareholders will vote on, among other things, a proposal to adopt the Business Combination Agreement and approve the Business Combination, the Merger and the Plan of Merger; and

•        prospectus for the PubCo Ordinary Shares that GSR III shareholders will receive in the Business Combination.

Pursuant to GSR III’s amended and restated memorandum and articles of association, GSR III is providing its public shareholders with the opportunity to redeem, upon the Closing, GSR III Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of the GSR III IPO and certain of the proceeds of the sale of the GSR III Private Placement Units (as defined in the accompanying proxy statement/prospectus). Redemptions referred to herein shall take effect as repurchases under GSR III’s amended and restated memorandum and articles of association. The per-share amount that GSR III will distribute to shareholders who properly redeem their GSR III Class A Ordinary Shares will not be reduced by the aggregate deferred underwriting commission of approximately $9.2 million that GSR III will pay to the underwriters of the GSR III IPO (as defined in the accompanying proxy statement/prospectus) upon consummation of the Business Combination or any transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $233 million

as of March 31, 2025, the estimated per Class A Share redemption price would have been approximately $10.17. The redemption rights include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify himself, herself or itself in writing and provide his, her or its legal name, phone number and address to Continental Stock Transfer & Trust Company (the “Transfer Agent”) in order to validly redeem his, her or its shares. Public shareholders may elect to redeem their shares regardless of whether they vote “for” or “against” the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the GSR III Class A Ordinary Shares sold in the GSR III IPO, without GSR III’s prior consent. GSR III has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of GSR III Class A Ordinary Shares by GSR III’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that GSR III’s and the Terra Entities obligation to consummate the Business Combination is conditioned on the balance in the Trust Account (net of the Cash Redemption Amount), together with any transaction financing (if any) and less transaction expenses being equal to or greater than $25,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of GSR III Class A Ordinary Shares by GSR III’s public shareholders, the GSR III Available Cash is not met or is not waived, then Terra Innovatum may elect not to consummate the Business Combination. In addition, in no event will GSR III redeem its GSR III Class A Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the GSR III amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding GSR III Rights do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of GSR III’s public shareholders exercise their redemption rights with respect to their GSR III Class A Ordinary Shares.

The following table illustrates the estimated ownership levels in PubCo immediately following the consummation of the Business Combination under redemption scenarios, excluding the potential dilutive effects of the additional shares for Terra Innovatum Quotaholders upon conversion of PubCo’s Preferred Shares in all scenarios:

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(1)      Consists of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders upon the effective time of the Closing, which, pursuant to the Business Combination Agreement is equal to the (a) Common Conversion Ratio of 475,000, multiplied by (b) 100 quotas, for a total number of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders of 47,500,000 in both the No Redemption Scenario and Maximum Redemption Scenario, respectively.

(2)      Consists of, in the No Redemption Scenario, (i) 23,000,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Closing and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(3)      Consists of, in the 50% Redemption Scenario, (i) 11,500,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Closing and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(4)      Consists of, in the Maximum Redemption Scenario, (i) 3,419,264 GSR III Class A Ordinary Shares subject to possible redemption. This scenario assumes that 19,580,736 GSR III Class A Ordinary Shares are redeemed. The Maximum Redemption Scenario reflects the redemption of the maximum number of GSR III Class A Ordinary Shares subject to possible redemption that can be redeemed while allowing both the minimum net tangible assets and GSR III Available Cash conditions pursuant to the Business Combination Agreement to be met. (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(5)      Consists of 6,232,857 GSR III Ordinary Shares issued and outstanding immediately prior to the Closing which will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing. The 6,232,857 GSR III Ordinary Shares consists of (i) 5,495,000 GSR III Class B Ordinary Shares held by Sponsor which represents 5,495,000 issued and outstanding GSR III Class B Ordinary Shares held by Sponsor at the Closing, including 549,500 Vesting Sponsor Shares, subject to the vesting conditions pursuant to the Business Combination Agreement as the Sponsor will retain voting power with respect to the Vesting Sponsor Shares, (ii) 384,428 and 38,072 GSR III Class A Ordinary Shares held by Sponsor and related parties of Sponsor, respectively, (iii) 255,000 issued and outstanding GSR III Class B Ordinary Shares held by related parties of Sponsor, (iv) 54,918 and 5,439 Private Placement Rights held by Sponsor and related parties of Sponsor, respectively, which will convert on a one-for-one-basis into GSR III Class A Ordinary Shares immediately prior to the Closing.

(6)      Consists of (i) 223,000 PubCo Ordinary Shares issued to PAC as a success fee upon the Closing and (ii) 734,004 PubCo Ordinary Shares issued from conversion of the Bridge Loans upon the Closing of the Business Combination.

The table below reflects the same assumptions as described above but include the impact on potential dilution from (i) the additional shares for Terra Innovatum Quotaholders and PAC upon conversion of PubCo’s Preferred Shares and (ii) the potentially issuable additional shares for PAC and Bridge Loan lenders underlying the warrants to be issued at Closing in all scenarios below:

____________

(1)      Consists of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders upon the effective time of the Closing, which, pursuant to the Business Combination Agreement is equal to the (a) Common Conversion Ratio of 475,000, multiplied by (b) 100 quotas, for a total number of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders of 47,500,000 in both the No Redemption Scenario and Maximum Redemption Scenario respectively, (ii) 80,000,000 contingently issuable PubCo Ordinary Shares. Upon the effective time of the Merger, legacy Terra Innovatum Quotaholders will be issued 8,000 PubCo Preferred Shares, which will be classified as an equity linked instrument and not an outstanding share. These shares will mandatorily convert into shares of PubCo Ordinary Shares in four tranches subsequent to the Closing, subject to PubCo meeting certain contingencies, at a conversion ratio of 10,000 PubCo Ordinary Shares per PubCo Preferred Share.

(2)      Consists of, in the No Redemption Scenario, (i) 23,000,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Closing and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(3)      Consists of, in the 50% Redemption Scenario, (i) 11,500,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Business Combination and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

Interests of Certain Persons in the Business Combination

Since the Sponsor, its affiliates and the other Initial Shareholders have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of GSR III Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Terra Innovatum is appropriate. Such interests include that the Sponsor, its affiliates and the other Initial Shareholders, will lose their entire investment in GSR III if GSR III does not complete a business combination. When you consider the recommendation of the Board in favor of the approval of the Business Combination Proposal, you should keep in mind that the Sponsor, its affiliates and the other Initial Shareholders, have interests in such proposal that are different from, or in addition to (which may conflict with), those of GSR III’s shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

•        Our sponsor and some of our directors and officers are officers, partners or affiliates of SPAC Advisory, who is entitled to a deferred underwriting fee of $9.2 million in connection with the GSR III initial public offering;

•        the fact that Sponsor and the other Initial Shareholders beneficially own 5,750,000 Founder Shares as of the date hereof, representing approximately 20% of the voting power of GSR III Ordinary Shares, and Sponsor and the other Initial Shareholders are required by a letter agreement to vote those shares in favor of the Business Combination;

•        the fact that the Sponsor and the other Initial Shareholders paid an aggregate of $25,000 for 5,750,000 Founder Shares and such securities will have a significantly higher value at the time of the Business Combination with an aggregate market value of approximately $65.1 million, based on the closing price of the GSR III Class A Ordinary Shares of $11.32 on the Nasdaq Stock Market LLC on June 24, 2025);

•        the fact that given the differential in the purchase price that the Sponsor and the other Initial Shareholders paid for the Founder Shares as compared to the price of the GSR III Public Units sold in the GSR IIII initial public offering, the Sponsor and the other Initial Shareholders may earn a positive rate of return on their investment even if the PubCo Ordinary Shares trade below the price initially paid for the GSR III Public Units in the IPO and the Public Shareholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that the Sponsor and GSR III Initial Shareholders purchased 422,500 GSR III Private Placement Units for $4,225,000 in a private placement that occurred simultaneously with the consummation of the IPO, which, upon exercise, the shares underlying the Private Placement Units will have a significantly higher value at the time of the Business Combination with an aggregate market value of approximately $4.8 million, based on the closing price of the GSR III Class A Ordinary Shares of $11.32 on the Nasdaq Stock Market LLC on June 24, 2025;

•        the fact that the Sponsor and the other Initial Stockholders will lose their entire investment in GSR III and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor) or, if such period is extended, within such extended period;

•        the fact that GSR III’s officers and directors are not required to, and will not, commit their full time to GSR III’s affairs, which may result in a conflict of interest in allocating their time between GSR III’s operations and the proposed Business Combination and their other businesses, on the other hand. In addition, certain of GSR III’s officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, and therefore could have conflicts of interest in determining whether to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. GSR III does not believe that duties have had any material impact on the identification of companies that may be appropriate acquisition targets;

•        the fact that Sponsor and the other Initial Shareholders have entered into a registration rights agreement, pursuant to which they have registration rights to require PubCo to register a sale of any of its securities held by them;

•        the continued indemnification of GSR III’s directors and officers and the continuation of GSR III’s directors’ and officers’ liability insurance after the Business Combination; and

•        the fact that GSR III may be entitled to distribute or pay over funds held by GSR III outside the Trust Account to the Sponsor or any of its affiliates prior to Closing.

In addition to the foregoing, the directors and executive officers of Terra Innovatum, have interests that are different from (and which may conflict with) the interests of GSR III’s shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

•        the fact that the current executive officers will become executive officers of PubCo and will enter into employment agreements at Closing with one of the Terra Entities;

•        the fact that if the Business Combination fails, Terra Innovatum will lose an opportunity to become a publicly listed company, along with the associated benefits such as improved liquidity, brand visibility, and access to broader investor pools;

•        the fact that the Business Combination aligns with Terra Innovatum’s long-term vision for expansion, and failure to complete the Business Combination could significantly delay or impair its ability to commercialize the SOLO;

•        the fact that the executive officers are also significant shareholders of Terra Innovatum and therefore, stand to benefit from the increased valuation following consummation of the Business Combination;

•        The fact that the executive officers will still continue to control the company post-Business Combination which may allow them to make decisions that benefit their personal interests, which may not always align with those of unaffiliated shareholders;

GSR III is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournments or postponements of the General Meeting. Information about the General Meeting, the Business Combination and other related business to be considered by the GSR III shareholders at the General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the General Meeting, all GSR III shareholders are urged to read carefully and in their entirety the accompanying proxy statement/prospectus, including the Annexes thereto and the accompanying financial statements of Terra Innovatum, PubCo and GSR III. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 20 of the accompanying proxy statement/prospectus.

After careful consideration, the GSR III Board has approved the Business Combination Agreement and the Business Combination, and recommends that GSR III shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination, the Merger and the Plan of Merger, and “FOR” all other proposals presented to the GSR III shareholders in the accompanying proxy statement/prospectus. When you consider the GSR III Board’s recommendation of these proposals, you should keep in mind that certain GSR III directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being, where a quorum is present, the affirmative vote of the holders of at least a majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting. The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting. The Business Combination is not structured so that approval of at least a majority of unaffiliated public shareholders of GSR III is required.

Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the General Meeting. The Closing is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote in person, you may withdraw your proxy at that time and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT GSR III REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT ANY BENEFICIAL OWNER ON WHOSE BEHALF A REDEMPTION RIGHT IS BEING EXERCISED MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the GSR III Board, I would like to thank you for your support of GSR III and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

TABLE OF CONTENTS

ANNEXES

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about GSR III from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other publicly available information concerning GSR III through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by GSR III may be obtained free of charge by written request to GSR III Acquisition Corp. at 5900 Balcones Drive, Suite 100, Austin TX 78731.

In order for GSR III’s shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of GSR III to be held on        , 2025, you must request the information no later than        , 2025, five business days prior to the date of the Extraordinary General Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

TRADEMARKS

This document contains references to trademarks and service marks belonging to GSR III, Terra Innovatum and other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. GSR III does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “GSR III” refer to GSR III Acquisition Corp., and the terms “Terra Innovatum,” “combined company” and “post-combination company” refer to PubCo and its subsidiaries following the consummation of the Business Combination.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Acquisition Proposal” means, as to any Person, other than the Transactions and other than the acquisition or disposition of equipment or other tangible personal property in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 15% or more of the consolidated assets of such Person and its Subsidiaries or (ii) 15% or more of any class of equity or voting securities of (x) such Person or (y) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 15% or more of any class of equity or voting securities of (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its Subsidiaries.

“Action” means any claim, action, suit, charge, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Alternative Business Combination Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the Transactions), relating to a Business Combination.

“Anti-Bribery Laws” means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977 and all other applicable anti-corruption and bribery Laws.

“Antitrust Laws” means the United States Sherman Antitrust Act of 1890, the United States Clayton Act of 1914, the HSR Act, the United States Federal Trade Commission Act of 1914, and all other domestic and foreign Laws, including foreign merger control and other competition Laws, issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Business Combination” means the series of transactions contemplated by the Business Combination Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or in the Cayman Islands are authorized or required by Law to close.

“CFR” means the Code of Federal Regulations.

“Change of Control” means the occurrence, in a single transaction or as the result of a series of related transactions, of one or more of the following events: (a) a merger, consolidation, reorganization or similar business combination transaction involving PubCo in which the holders of all of the outstanding equity securities in PubCo immediately prior to the consummation of such transaction do not directly or indirectly (including through Affiliates) own beneficially or of record immediately upon the consummation of such transaction outstanding

equity securities that represent a majority of the combined outstanding voting securities of the surviving entity in such transaction or of a parent of the surviving entity in such transaction; (b) a transaction (or series of related transactions) in which a majority of PubCo’s voting securities are transferred to any Person, or any two or more Persons acting as a group, and all Affiliates of such Person or Persons (each, a “Group”); or (c) the consummation of the sale of all or substantially all of the assets of PubCo and its Subsidiaries (including Terra Innovatum), taken as a whole, to any Group, other than such a sale to a Group in which the equityholders of PubCo, directly or indirectly (including through Affiliates), beneficially or of record, own a majority of the combined voting securities.

“Closing” means, upon the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.2(h).

“Closing Date” means date on which the Closing shall occur.

“Common Conversion Ratio” means 475,000 (i.e., the Per Quota Common Conversion Amount divided by $10.00).

“Companies Act” means the Companies Act of the Cayman Islands, as amended and or restated from time to time.

“Contracts” means any contracts, agreements, subcontracts, leases, commitments and undertakings, whether written or oral.

“Deferred Underwriting Commissions” means approximately $9,200,000 of deferred underwriting commissions being held in the Trust Account.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Dollars” or “$” means lawful money of the United States.

“Environmental Laws” means any and all Laws relating to the protection of the environment or natural resources, pollution or worker health or safety, including as it relates to Hazardous Materials exposure.

“Event” has the meaning specified in the definition of Terra Material Adverse Effect.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” means Continental Stock Transfer & Trust Company or any other bank or trust company selected by GSR III and reasonably acceptable to Terra Innovatum.

“FSAR” means Final Safety Analysis Report as defined in 10 CFR 50.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governing Documents” means the legal agreements and instruments by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and by-laws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association as amended and or restated from time to time.

“Governmental Authority” means any federal, national, state, provincial, territorial or municipal government, or any political subdivision of such government, and any agency, commission, department, board, bureau, official, minister, arbitral body (public or private), tribunal or court, whether national, state, provincial, local, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or municipal government, or any political subdivision of such authority, including any authority having governmental or quasi-governmental powers, domestic or foreign.

“Governmental Order” means any order, judgment, injunction, decision, decree, writ, stipulation, determination, directive or award, in each case, entered or issued by or with any Governmental Authority.

“GSR III Available Cash” means, in respect of GSR III, an amount equal to the (a) cash available in the Trust Account, minus (b) any amounts required to satisfy the GSR III Share Redemption Amount, plus (c) any available proceeds from any Transaction Financing, minus (d) any unpaid GSR III Transaction Expenses payable in cash as of the Closing, minus (e) the amount of outstanding Terra Transaction Expenses payable in cash in accordance with the Business Combination Agreement; provided, that, for purposes of calculating the GSR III Available Cash, the Terra Transaction Expenses shall not exceed $4,000,000.

“GSR III Class A Ordinary Shares” means Class A ordinary shares of GSR III, par value $0.0001 per share.

“GSR III Class B Ordinary Shares” means Class B ordinary shares of GSR III, par value $0.0001 per share.

“GSR III Governing Documents” means the amended and restated memorandum and articles of association of GSR III, effective as of the date hereof;

“GSR III Material Adverse Effect” means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, results of operations or financial condition of GSR III, taken as a whole or (ii) the ability of GSR III to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “GSR III Material Adverse Effect”: (a) any change in applicable Laws or GAAP or any interpretation of such Laws or GAAP following the Execution Date, (b) any change in economic, political, business or financial market conditions generally, (c) the taking of any action expressly required to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic, acts of nature or change in climate, or any declaration of a national emergency by any Governmental Authority, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, or social conditions, (f) the consummation and effects of any GSR III Share Redemptions, (g) any Events generally applicable to the industries or markets in which GSR III operates, (h) any action taken by, or at the request of, or with the express consent of the Terra Entities; provided, that in the case of each of clauses (a), (b), (d), (e) and (g), any such Event to the extent it disproportionately affects GSR III relative to other participants in the industries in which such Persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a GSR III Material Adverse Effect. Notwithstanding the foregoing, with respect to GSR III, the amount of the GSR III Share Redemptions or the failure to obtain the GSR III Shareholder Approval shall not be deemed to be a GSR III Material Adverse Effect.

“GSR III Private Placement Rights” means the rights of GSR III, with each whole right entitling the holder to receive one GSR III Class A Ordinary Share upon the consummation of the Business Combination, which were issued and sold to holders as fractional rights included in GSR III Private Placement Units in a private placement that closed simultaneously with GSR III’s initial public offering.

“GSR III Private Placement Units” means the units comprised of one GSR III Class A Ordinary Share and one-seventh of one whole right to receive one GSR III Class A Ordinary Share in connection with the consummation of the Business Combination issued and sold in a private placement simultaneously with GSR III’s initial public offering.

“GSR III Public Rights” means the rights of GSR III, with each whole right entitling the holder to receive one GSR III Class A Ordinary Share upon the consummation of the Business Combination, which were issued and sold to holders as fractional rights included in GSR III Units in GSR III’s initial public offering.

“GSR III Public Units” means the units comprised of one GSR III Class A Ordinary Share and one-seventh of one whole right to receive one GSR III Class A Ordinary Share upon the consummation of the Business Combination issued and sold to holders in GSR III’s initial public offering.

“GSR III Rights” means GSR III Public Rights and GSR III Private Placement Rights.

“GSR III Rights Agent” means Continental Stock Transfer & Trust Company, a New York corporation.

“GSR III Rights Agreement” means the Rights Agreement, dated as November 7, 2024, by and between GSR III and the GSR III Rights Agent, in respect of the GSR III Rights.

“GSR III Share Redemption Amount” means the aggregate amount payable from the Trust Account with respect to all GSR III Share Redemptions.

“GSR III Share Redemptions” means the election of an eligible (as determined in accordance with the GSR III Governing Documents) holder of shares of GSR III Class A Ordinary Shares to have GSR III repurchase the shares of GSR III Class A Ordinary Share held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account and not previously released to GSR III to pay taxes) (as determined in accordance with the GSR III Governing Documents) in connection with the Transaction Proposals.

“GSR III Shareholder Approval” means the approval, at the GSR III Shareholders’ Meeting where a quorum is present, (a) in the case of the Business Combination Proposal, by an ordinary resolution in accordance with GSR III’s amended and restated articles of association requiring the affirmative vote of at least a simple majority of the votes cast by the holders of the issued GSR III Class A Ordinary Shares entitled to vote thereon and who attend, whether in person or by proxy, at the GSR III Shareholders’ Meeting (or any adjournment thereof), (b) in the case of the Merger Proposal, by a special resolution in accordance with GSR III’s amended and restated articles of association requiring the affirmative vote of at least two-thirds majority of the votes cast by the holders of the issued GSR III Class A Ordinary Shares entitled to vote thereon and who attend, whether in person or by proxy, at the GSR III Shareholders’ Meeting (or any adjournment thereof) and (c) the adoption and approval of any other proposals as either the SEC or Nasdaq (or the respective staff members thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, and of any other proposals reasonably agreed by GSR III and the Terra Entities as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

“GSR III Shareholders” means the shareholders of GSR III prior to the Merger Effective Time.

“GSR III Transaction Expenses” means any reasonable and documented out-of-pocket fees and expenses paid or payable by GSR III or any of its Subsidiaries or any of their respective Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) any and all filing fees payable by GSR III or any of its Subsidiaries to the Governmental Authorities in connection with the Transactions, and (c) Deferred Underwriting Commissions.

“GSR III Units” means GSR III Public Units and GSR III Private Placement Units.

“Hazardous Materials” means any material, substance, chemical, contaminant, pollutant or waste for which liability or standards of conduct may be imposed, or that is listed, classified or regulated pursuant to Environmental Laws, including petroleum or petroleum products, asbestos or asbestos-containing materials, mold, lead, radioactive materials, polychlorinated biphenyls, or per- or polyfluoroalkyl substances.

“Indebtedness” means, with respect to any Person, (a) all indebtedness for borrowed money, including accrued interest, (b) capitalized lease obligations under GAAP, (c) letters of credit, bank guarantees, bankers’ acceptances and other similar instruments, (d) obligations evidenced by bonds, debentures, notes and similar instruments, (e) interest rate protection agreements and currency obligation swaps, hedges or similar arrangements, (f) all obligations to pay the deferred and unpaid purchase price of property, goods, services and equipment which have been delivered, including “earn outs” and “seller notes”, and (g) all breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the Transactions in respect of any of the items in the foregoing clauses (a) through (g), and (h) all Indebtedness of another Person referred to in clauses (a) through (g) above guaranteed directly or indirectly, jointly or severally, by such Person.

“Intellectual Property” means: (a) patents, patent applications and continuations, continuations-in-part, extensions, divisions, reissues, reexaminations of such intellectual property, and patent disclosures, industrial designs, and other intellectual property rights in inventions (whether or not patentable or reduced to practice); (b) trademarks, service marks, trade dress, trade names, logos, internet domain names, social media handles, and

other indicia of source or origin, together with the goodwill associated with any of the foregoing; (c) intellectual property rights in works of authorship, data and databases, as well as copyrights and mask works; (d) intellectual property rights in or to Software and other technology (including source code and object code); (e) trade secrets and other intellectual property rights in Proprietary Information; (f) registrations, issuances, and applications for any of the foregoing; and (g) all other intellectual property rights in any jurisdiction throughout the world.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means the Internal Revenue Service.

“IT Systems” means computers, Software, hardware, servers, workstations, routers, hubs, switches, data communications lines, firmware, networks and all other information technology equipment owned, leased or licensed by the Terra Entities and used in their business.

“Italian Civil Code” means the Italian civil code, as approved by the Royal Decree, dated March 16, 1942, no. 262, as subsequently amended and supplemented.

“Key Employees” means Alessandro Petruzzi, Marco Cherubini, Cesare Frepoli, Massimo Morichi, Giordano Morichi and Guillaume Moyen.

“Law” means any statute, law, common law, ordinance, rule, regulation, code or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property” means all real property leased, licensed, subleased or otherwise used or occupied by any of the Terra Entities.

“Lien” means all liens, judgments, charges, easements, servitudes, mortgages, deeds of trust, pledges, hypothecations, encumbrances, security interests, options, licenses, leases, subleases, restrictions, title retention devices (including the interest of a seller or lessor under any conditional sale agreement or capital lease, or any financing lease having substantially the same economic effect as any of the foregoing), collateral assignments, claims or other encumbrances of any kind whether consensual, statutory or otherwise, and whether filed, recorded or perfected under applicable Law (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset, but in any event excluding restrictions under applicable securities Laws).

“NEI” means Nuclear Energy Institute.

“NEI Guidance” means the NEI 18-06, Rev. 0., “Guidelines for Development of a Regulatory Engagement Plan.”

“NRC” means the U.S. Nuclear Regulatory Commission.

“OFAC” means the U.S. Office of Foreign Assets Control.

“Open Source Software” means any Software that is distributed as “free software,” “open source software,” “shareware”, including under the GNU General Public License, GNU Lesser General Public License, GNU Affero General Public License, Mozilla Public License, BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License, the Sun Industry Standards License, and the Apache License, or any other license for Software that meets the “Open Source Definition” promulgated by the Open Source Initiative.

“Owned Intellectual Property” means all Intellectual Property owned by the Terra Entities.

“PAC” means Park Avenue Capital and its affiliate, Moonshot Warehouse Ltd., financial advisor to Terra Innovatum.

“Per Quota Common Conversion Amount” means USD $4,750,000 (i.e. $475,000,000 divided by 100 quotas).

“Permitted Liens” means (a) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any amounts (i) not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings and (ii) for which adequate accruals or reserves have been established in accordance with GAAP, (b) Liens for Taxes (i) not yet due and payable or which are being contested in good faith through appropriate proceedings and (ii) for which adequate accruals or reserves have been established in accordance with GAAP, (c) defects or imperfections of title, easements, encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection of such real property, restrictions and other similar charges or encumbrances that do not materially interfere with the present use of the Leased Real Property, (d) with respect to any Leased Real Property (i) the interests and rights of the respective lessors with respect to any Leased Real Property, including any statutory landlord liens and any Lien thereon, (ii) any Lien permitted under the Real Property Lease, and (iii) any Liens encumbering the real property of which the Leased Real Property is a part, (e) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not materially interfere with the current use of the Leased Real Property, (f) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (g) ordinary course purchase money Liens and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (h) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money and on a basis consistent with past practice in connection with workers’ compensation, unemployment insurance or other types of social security and (i) all other Liens that would not, individually or in the aggregate, reasonably be expected to result in a Terra Material Adverse Effect.

“Person” means any individual, firm, corporation, partnership, limited liability company, exempted company, incorporated or unincorporated association, joint venture, joint stock company, bank, trust company, trust or other entity, whether or not a legal entity, Governmental Authority or any department, agency or political subdivision of such Governmental Authority.

“Personal Data” means any information which identifies or could reasonably be used to identify, whether alone or in combination with other information, a natural Person, or other information that constitutes “personal information” or “personal data” under applicable Privacy Laws.

“Pre-Closing GSR III Holders” means the holders of GSR III Class A Ordinary Shares at any time prior to the Merger Effective Time, as applicable and as the context requires.

“Preferred/Ordinary Conversion Ratio” means for each PubCo Preferred Share, 10,000 PubCo Ordinary Shares (i.e., the amount obtained by dividing the par value of the PubCo Preferred Shares (EUR 100.00) by the par value of the PubCo Ordinary Shares (EUR 0.01)).

“Preferred Conversion Ratio” means 80 (i.e. 8,000 PubCo Preferred Shares divided by 100 quotas).

“Privacy Agreements” means all Personal Data and privacy related policies (e.g., privacy and data security policies, acceptable use policies, terms of service, etc., including all Privacy Policies) and other Contracts to which any Terra Entity is a party whereby such Terra Entity makes commitments to a third party regarding the processing of Personal Data.

“Privacy Laws” means all Laws concerning or otherwise applicable to data security, data privacy and cyber security, including Federal Trade Commission Act; the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003; the Children’s Online Privacy Protection Act; the California Consumer Privacy Act of 2018; the Computer Fraud and Abuse Act; the Electronic Communications Privacy Act; the Family Educational Rights and Privacy Act; and all other similar international, federal, state, provincial, and local Laws, and in each case, the rules implemented under such Laws.

“Privacy Policy” means an externally facing policy of any Terra Entity in connection with the collection of information provided by or on behalf of individuals that is labelled as a “Privacy Policy,” is reached on a web site by a link that includes the label “Privacy” or that is a written policy or disclosure that describes how Personal Data will be held, used, processed or disclosed.

“Pro Rata Portion” means, with respect to each Terra Innovatum Quotaholder, the percentage set forth in the Business Combination Agreement.

“Proceeding” means any lawsuit, litigation, action, audit, examination, opposition, claim, complaint, charge, proceeding, inquiry, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Governmental Authority.

“Proprietary Information” means all trade secrets and all other confidential or proprietary information, including confidential or proprietary know-how, inventions, methodologies, processes, techniques, research and development information, specifications, algorithms, financial, technical, marketing and business data, sales, pricing and cost information, customer information and supplier lists.

“PSAR” means Preliminary Safety Analysis Report as referenced in 10 CFR 50.

“PubCo” means, from and after the consummation of Conversion, Terra Innovatum Global (or any other name without objections), a Dutch public limited liability company (naamloze vennootschap), as organized under the laws of The Netherlands and treated as a tax resident of Italy for tax purposes.

“PubCo Articles of Association” means the articles of association of PubCo, to be effective ultimately as of the Closing, an unofficial English translation of which is attached hereto as Annex E.

“PubCo Preferred Shares” means convertible preferred shares in the capital of PubCo, par value EUR 100.00 per share, having the terms set forth in PubCo’s Governing Documents.

“PubCo Ordinary Shares” means ordinary shares in the capital of PubCo, par value EUR 0.01 per share.

“Registration Rights Agreement” means that certain Registration Rights by and between GSR III, Sponsor, Terra Innovatum and certain other parties.

“Related Party” means any of the current or former directors, officers, employees, managers, members, or equityholders (both indirect and direct) (or any child or spouse of any such Person) of any Terra Entity.

“Related Party Transaction” means all agreements or contracts between any Terra Entity and/or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, or any payment between or among such parties other than (a) loans and other extensions of credit to officers and employees of the Terra Entities for travel, business or relocation expenses or other employment-related purposes made in the ordinary course of business, (b) the Terra Benefit Plans and (c) commercial transactions entered into in the ordinary course of business on arms’ length terms for the use of services provided by the Terra Entities.

“Sanctions” means any sanction administered or enforced by the United States government (including OFAC), the Government of Canada, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Agreement” means the agreement, in form and substance reasonably acceptable to GSR III, entered into, prior to or concurrent with Closing, by and among the shareholders of PubCo and PubCo relating to the shareholders’ rights and obligations pursuant to their shareholdings in PubCo.

“Software” means computer programs and software, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, emulation and simulation reports, test vectors and software development tools and databases, together with all documentation related thereto.

“SOLO” means the SOLO micro-modular nuclear reactor.

“SOLO Test Reactor” means the First-Of-A-Kind (FOAK) demonstrative prototype of the SOLO reactor, developed and operated by Terra Innovatum, which is designed, constructed, and operated solely for testing, research, training, and development purposes. The SOLO Non Power Reactor shall be classified as a “Testing Facility” and licensed as a non-power production or utilization facility under a Class 104(c) license pursuant to 10 CFR 50.21(c) of the U.S. Nuclear Regulatory Commission regulations.

“Subsidiary” means, with respect to a Person, a corporation, general or limited partnership, limited liability company, joint venture, partnership or other entity of which a majority of the economic interests or the voting interests is owned, directly or indirectly, by such Person.

“Tax Return” means any return, form, election, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any amendments or supplements of any of the foregoing.

“Taxes” means all federal, state, provincial, local, foreign or other taxes imposed by any Governmental Authority (or other imposts, assessments, fees, levies, customs, import duties or charges, in each case, in the nature of a tax), including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition to such Taxes.

“Terra Entity Interests” means all of the outstanding equity interests of the Terra Entities.

“Terra Innovatum” means Terra Innovatum s.r.l.

“Terra Material Adverse Effect” means any event, series of events, condition, state of facts, development, change, circumstance, occurrence or effect (collectively, “Events”) that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, results of operations or financial condition of the Terra Entities, taken as a whole or (ii) the ability of the Terra Entities to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Terra Material Adverse Effect”: (a) any change in applicable Laws or GAAP or any interpretation of such Laws or GAAP following the Execution Date, (b) any change in interest rates or economic, political, business or financial market conditions generally (c) the taking of any action expressly required by or permitted to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic, acts of nature or change in climate, or any declaration of a national emergency by any Governmental Authority, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, or social conditions, (f) any failure in and of itself of the Terra Entities or any of their respective Subsidiaries to meet any projections or forecasts, provided that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect or development underlying such change has resulted in or contributed to a Terra Material Adverse Effect, (g) any Events generally applicable to the industries or markets in which the Terra Entities or any of their respective Subsidiaries operate, (h) any action taken by, or at the request of, or with the express consent of GSR III; provided, that in the case of each of clauses (a), (b), (d), (e) and (g), any such Event to the extent it disproportionately affects the Terra Entities or any of their respective Subsidiaries relative to other participants in the industries in which such Persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a Terra Material Adverse Effect.

“Terra Innovatum Quotaholders” means quotaholders of Terra Innovatum as immediately prior to the Contribution.

“Terra Transaction Expenses” means any reasonable and documented out-of-pocket fees and expenses paid or payable by the Terra Entities or any of their respective Subsidiaries or any of their respective Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments pursuant to any written arrangements entered into prior to the Closing, payable by the Terra Entities or any of their Subsidiaries to any current or former employee, independent contractor, officer, director or other individual service provider of the Terra Entities or any of their Subsidiaries as a result of the Transactions (whether alone or together with any other event), but excluding, for the avoidance of doubt, any such payments that arise from employment-related actions taken by GSR III, the Terra Entities or any of their respective Subsidiaries or Affiliates following the Closing and (c) any and all filing fees payable by the Terra Entities or any of their Subsidiaries or any of their Affiliates to Governmental Authorities in connection with the Transactions.

“Trading Days” means, with respect to the PubCo Ordinary Share, days on which trades in respect of the PubCo Ordinary Share may be made on Nasdaq or any similar system of automated dissemination of quotations of securities prices.

“Transactions” means, collectively, the Merger, any Transaction Financing, the GSR III Share Redemption, the Terra Pre-Closing Restructuring, and each of the other transactions contemplated by this Agreement and the Ancillary Agreements.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by a nationally recognized independent investment banking firm mutually agreed between GSR III and Terra Innovatum.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to Class A ordinary shares, shares of PubCo Ordinary Shares or rights include such securities underlying the units.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide the respective current expectations or forecasts of future events of Terra Innovatum and GSR III. Forward-looking statements include statements about Terra Innovatum’s and GSR III’s respective expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding Terra Innovatum’s disclosure concerning Terra Innovatum’s operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Terra Innovatum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “GSR III’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business of GSR III and Certain Information About GSR III” and “Business of Terra Innovatum and Certain Information About Terra Innovatum.” Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The risks and uncertainties include, but are not limited to:

•        Terra Innovatum’s ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating customers and execute on its growth plans;

•        the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Terra Innovatum or the expected benefits of the Business Combination, if not obtained;

•        the failure to realize the anticipated benefits of the Business Combination;

•        the ability of GSR III prior to the Business Combination, and PubCo following the Business Combination, to maintain the listing of GSR III’s securities on Nasdaq;

•        costs related to the Business Combination;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the definitive the Business Combination Agreement by the shareholders of GSR III;

•        Terra Innovatum’s estimated unit economics, including assumptions around revenue, costs and deployment schedule;

•        the outcome of any legal proceedings that may be instituted against GSR III or Terra Innovatum related to the Business Combination;

•        the attraction and retention of qualified directors, officers, employees and key personnel of GSR III and Terra Innovatum prior to the Business Combination, and PubCo following the Business Combination;

•        the impact from future regulatory, judicial, and legislative changes in Terra Innovatum’s industry;

•        other factors discussed elsewhere in this proxy statement/prospectus and in the section in “Risk Factors.”

Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement/prospectus. Accordingly, you should not rely on such forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Terra Innovatum and GSR III undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Terra Innovatum describes in the reports it will file from time to time with the SEC after the date of this proxy statement/prospectus.

In addition, statements that “Terra Innovatum believes” or “GSR III believes” and similar statements reflect Terra Innovatum’s and GSR III’s respective beliefs and opinions on the relevant subject. These statements are based on information available to them as of the date of this proxy statement/prospectus, and while Terra Innovatum and GSR III respectively believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Terra Innovatum’s and GSR III’s statements should not be read to indicate that they have respectively conducted an exhaustive inquiry into, or review of, all relevant information.

Although Terra Innovatum and GSR III respectively believe the expectations reflected in the forward-looking statements were reasonable at the time made, they cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Terra Innovatum, nor GSR III nor any other person assumes responsibility for the accuracy or completeness of such forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this proxy statement/prospectus and any subsequent written or oral forward-looking statements that may be issued by Terra Innovatum, GSR III or persons acting on their behalf.

ENFORCEMENT OF CIVIL LIABILITIES

Enforcement of Civil Liabilities against PubCo

Following the Terra Pre-Closing Restructuring, PubCo will be a public limited liability company (naamloze vennootschap, or N.V.) organized under the laws of the Netherlands with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands. Although PubCo has not elected to be treated as a foreign private issuer, a majority of its directors and executive officer named in this proxy statement/prospectus, reside outside of the United States. All or a substantial portion of the assets of such individuals and of PubCo are located outside of the United States. Certain disputes between, among others, our (former) directors and us must be exclusively submitted to Dutch courts. As a result, investors in our common shares may have difficulty enforcing their rights.

The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Accordingly, a final judgment for the payment of money rendered by U.S. courts based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands, that party may submit to the Dutch court the final judgment that has been rendered in the United States. A judgment by a federal or state court in the United States against us will neither be recognized nor enforced by a Dutch court but such judgment may serve as evidence in a similar action in a Dutch court. Additionally, based on Dutch Supreme Court case law, a Dutch court will generally grant the same judgment without a review of the merits of the underlying claim if that judgment: (1) resulted from legal proceedings compatible with Dutch notions of due process; (2) does not contravene public policy of the Netherlands; (3) was a decision of a court that has accepted its judgment on internationally accepted principles of private international law; and (5) is not incompatible with (a) a prior judgment of a Dutch court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that the prior judgment qualifies for recognition in the Netherlands.

Under Dutch law, in the event that a third party is liable to PubCo, only PubCo itself can bring civil action against that party. The individual shareholders do not have the right to bring an action on behalf of PubCo. Only in the event that the cause for the liability of a third party to PubCo also constitutes a tortious act directly against a shareholder, that shareholder does have an individual right of action against such third party in its own name. The Dutch Civil Code does provide for the possibility to initiate such actions collectively. A foundation or an association whose objective is to protect the rights of a group of persons having similar interests can act as a class representative and has standing to commence proceedings if certain criteria are met. All members of the class who are residents of the Netherlands and who did not opt out will in principle be bound to the outcome of the case. Unless otherwise ordered by a competent court, residents of other countries must in principle actively opt in in order to be able to benefit from the class action. If a settlement is reached, a Dutch court may declare the settlement agreement binding upon the relevant class, subject to an opt-out choice. An individual injured party may also itself institute a civil claim for damages. Even though Dutch law does not provide for derivative suits, directors and officers can still be subject to liability under U.S. securities laws.

Subject to the foregoing and service of process in accordance with applicable treaties, investors may be able to enforce in the Netherlands judgments in civil and commercial matters obtained from U.S. federal or state courts. We believe that U.S. investors may originate actions in a court of competent jurisdiction in the Netherlands. There is doubt as to whether a Dutch court would impose civil liability on us, the members of our board of directors, our officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in the Netherlands against us or such members, officers or experts, respectively.

Enforcement of Civil Liabilities against GSR III

Because GSR III is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights in U.S. federal courts may be limited. For example, it may be difficult for investors to effect service of process within the United States upon GSR III’s directors or executive officers, or enforce judgments obtained in the U.S. courts against GSR III’s directors or officers.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE GENERAL MEETING

The questions and answers below highlight selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the General Meeting and the proposals to be presented at the General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to GSR III shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held on            , 2025 at            , Eastern Time at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, CA 90067 and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Q.     Why am I receiving this proxy statement/prospectus?

A.      GSR III Shareholders are being asked to consider and vote upon (i) a proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, the Merger and the Plan of Merger, among other proposals.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things:

•        Terra Innovatum will cause to be formed an Italian limited liability company (Italian Società a responsabilità limitata) with the same quotaholders in the same ownership percentages as Terra Innovatum;

•        Following the formation of New TopCo, Terra Innovatum will effectuate a restructuring whereby the Terra Innovatum Quotaholders will contribute 100% of their respective quotas in the capital of Terra Innovatum to New TopCo;

•        As a result of the Contribution, Terra Innovatum will become a wholly owned subsidiary of New TopCo;

•        Following the Contribution, New TopCo will convert into a Dutch public limited liability company (naamloze vennootschap), for the purpose of participating in the Transactions and becoming the holding company for Terra Innovatum and Terra MergerCo (as defined below) (the Contribution and the Conversion collectively, the “Terra Pre-Closing Restructuring,” and such reorganization plan, the “Terra Pre-Closing Restructuring Plan”);

•        New TopCo will establish a Cayman Island subsidiary as a direct wholly owned subsidiary of New TopCo; and

•        As part of the Business Combination, Terra MergerCo will merge with and into GSR III, with GSR III as the surviving company in the Merger and, after giving effect to the Merger and the related share exchange, GSR III will become a wholly owned Subsidiary of New TopCo (New TopCo as publicly traded company hereby referred to as “PubCo”) and each issued and outstanding GSR III Ordinary Share will be exchanged into one PubCo Ordinary Share.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and you are urged to read the Business Combination Agreement in its entirety.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination, the Merger and the other matters to be acted upon at the General Meeting. You should read this proxy statement/prospectus and the Annexes attached hereto carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and the Annexes attached hereto.

Q.     When and where is the General Meeting?

A.     The General Meeting will be held on            , 2025 at            , Eastern Time, at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, CA 90067 and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Q.     How do I attend the virtual General Meeting?

A.     If you are a registered shareholder, you will receive a proxy card from the Transfer Agent. The form contains instructions on how to attend the virtual General Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at            , or email            .

You can pre-register to attend the virtual General Meeting starting            , 2025 at            , Eastern Time (five business days prior to the meeting date). Enter the URL address into your browser            , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the General Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the General Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number. If you do not have access to Internet, you can listen only to the meeting by dialing            (or            if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number            . Please note that you will not be able to vote or ask questions at the General Meeting if you choose to participate telephonically.

Q.     What are the specific proposals on which I am being asked to vote at the General Meeting?

A.     GSR III shareholders are being asked to approve the following three proposals at the General Meeting:

(i)     Business Combination Proposal — to consider and vote upon a proposal by ordinary resolution that the Business Combination Agreement (a draft of which is attached to the accompanying proxy statement/prospectus as Annex A) and the consummation of the transactions contemplated thereby be authorized, approved and confirmed in all respects (Proposal No. 1).

(ii)    Merger Proposal — to consider and vote upon a proposal by special resolution that the Plan of Merger in the form tabled to the General Meeting (a draft of which is attached to the accompanying proxy statement/prospectus as Annex B) pursuant to which Terra Innovatum will cause to be formed New TopCo, (ii) Terra Innovatum will effectuate the Contribution, (iii) Terra Innovatum will become a wholly owned subsidiary of New TopCo, (iv) New TopCo will convert into PubCo, (v) New TopCo will establish Terra MergerCo as a direct wholly owned subsidiary of New TopCo (vi) and Terra MergerCo will effectuate the Merger with GSR III as the surviving company in the merger and, after giving effect to the Merger and the related share exchange, GSR III will become a wholly owned Subsidiary of New TopCo (New TopCo as publicly traded company hereby referred to as “PubCo”) and each issued and outstanding GSR III Ordinary Share will be exchanged into one PubCo Ordinary Share, so that all the rights and obligations of GSR III will be assumed by PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, and the consummation of the merger and the remaining transactions contemplated thereby, be authorized, approved and confirmed in all respects; and GSR III be authorized to enter into the Plan of Merger. (Proposal No. 2).

(iii)   Adjournment Proposal — to consider and vote upon a proposal by ordinary resolution to adjourn the General Meeting to a later date or dates (A) in order to solicit additional proxies for the purpose of obtaining GSR III shareholder approval of the transaction proposals to be voted upon at the General Meeting, (B) if as of the time for which the General Meeting is scheduled, there are insufficient GSR III Class A Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the General Meeting, (C) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that GSR III has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the GSR III shareholders prior to the General Meeting (D) if GSR III shareholders redeem an amount of GSR III Class A Ordinary Shares such that the GSR III Available Cash Condition is not satisfied (Proposal No. 3), or (E) at the discretion of the Chairman of the General Meeting.

Q.     Are the proposals conditioned on one another?

A.     The Closing is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Business Combination Proposal and the Merger Proposal are conditioned upon the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Business Combination Proposal or the Merger Proposal does not receive the requisite vote for approval, then GSR III will not consummate the Business Combination.

If GSR III does not consummate the Business Combination and fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), GSR III will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to its public shareholders.

Q.     Why is GSR III proposing the Business Combination?

A.     GSR III is a blank check company, which was incorporated as a Cayman Islands exempted company on May 10, 2023. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more target businesses. Although GSR III may pursue an acquisition opportunity in any business, industry, sector or geographical region for purposes of consummating an initial business combination, GSR III has focused on industry sectors that can benefit from its management team’s established global relationships and operating experience. GSR III’s management team brings together extensive and invaluable expertise driven by a focus on SPAC transactions, both from the perspective of a target company as well as that of a SPAC sponsor. GSR III’s team has significant hands-on experience working with private companies in preparing for and executing an initial public offering, and working closely with these companies to continue their transformation into scaled businesses with attractive performance metrics, which we believe would help create value in the public markets:

GSR III’s acquisition selection process leverages its management team’s and its advisors’ network of potential transaction sources, ranging from industry executives, private owners and entrepreneurs, private equity professionals and our extensive network of advisors and consultants across various sectors.

Consistent with its strategy, GSR III identified the following general criteria and guidelines that it believes are important in evaluating potential target businesses. GSR III sought to acquire companies with one or more of the following core attributes:

•        provide visibility into financials, including a path to sustained long-term profitability and attractive cash flow dynamics;

•        enjoy leading positions in their markets with sustainable competitive advantages and barriers to market entry;

•        have potential to grow both organically and through acquisitions;

•        have an experienced and capable management team;

•        address issues related to environmental, social, and governance concerns; and

•        would benefit uniquely from GSR III’s capabilities.

Based on its due diligence investigations of Terra Innovatum and the industry in which it operates, including the financial and other information provided by Terra Innovatum in the course of negotiations, GSR III believes that Terra Innovatum meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination — GSR III Board’s Reasons for Approval of the Business Combination” for additional information.

Q.     Why is GSR III providing shareholders with the opportunity to vote on the Business Combination?

A.     The approval of the Business Combination is required under the GSR III amended and restated memorandum and articles of association, and the Merger requires the approval of GSR III shareholders under Cayman Islands law. In addition, such approvals are also conditions to the Closing under the Business Combination Agreement. Additionally, under its amended and restated memorandum and articles of association, GSR III must provide all public holders of GSR III Class A Ordinary Shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, GSR III has elected to provide its shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares. Therefore, GSR III is seeking to obtain the approval of its shareholders of the Business Combination and also allow its public shareholders to effectuate redemptions of their GSR III Class A Ordinary Shares in connection with the Closing in accordance with the GSR III amended and restated memorandum and articles of association.

Q.     What is Terra Innovatum?

A.     Terra Innovatum was incorporated under the laws of Italy on September 23, 2021 (“Inception”) and is headquartered in Lucca, Italy. Terra Innovatum is a nuclear energy company developing smaller, cheaper, and safer advanced clean energy solutions. Terra Innovatum’s flagship product, the SOLO Micro-Modular Nuclear Reactor, is designed to operate continuously at full power for 15 years without refueling, with the potential for a core swap to extend the operational cycle up to 45 years. Its modular design aims to achieve maximum energy efficiency while significantly reducing the levelized cost of energy (LCOE). Terra Innovatum is committed to delivering carbon-free energy solutions and aims to achieve commercial deployment of the SOLO Micro-Modular Nuclear Reactor by 2028 to address the growing global demand for sustainable and reliable energy. For further information, see “Business of Terra Innovatum and Certain Information About Terra Innovatum.”

Q.     What will happen in the Business Combination?

A.     To effect the Business Combination, among other things, Terra Innovatum, GSR III and their respective Affiliates will effect or cause to be effected (in each case as applicable) (i) the Terra Pre-Closing Restructuring and (ii) the Merger. As a result of the Business Combination, PubCo will become the ultimate parent company of GSR III. Please see the section entitled “The Business Combination” for additional information.

Q.     Following the Business Combination, will GSR III’s securities continue to trade on a stock exchange?

A.     No. GSR III anticipates that, upon consummation of the Business Combination, the GSR III Public Units will automatically separate into their component parts, the GSR III Class A Ordinary Shares and GSR III Rights, and will be delisted from Nasdaq and GSR III will be deregistered under the Exchange Act. However, PubCo intends to apply to list the PubCo Ordinary Shares on Nasdaq under the symbols “NKLR” following the Closing.

Q.     Is the Business Combination the first step in a “going private” transaction?

A.     No. GSR III does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Terra Innovatum to access the U.S. public markets.

Q.     Will the management of Terra Innovatum change in the Business Combination?

A.      The current executive officers of Terra Innovatum are Alessandro Petruzzi, Chief Executive Officer, Cesare Frepoli, Chief Operating Officer, Marco Cherubini, Chief Technical Officer, Massimo Morichi, Chief Strategy Officer, Guillaume Moyen, Chief Financial Officer and Giordano Morichi, Chief Business Development Officer. These individuals are intended to continue to serve as Terra Innovatum’s executive officers upon the Closing.

Upon the Closing, PubCo will be governed through a single-tiered board of directors comprised of seven members, with each director subject to annual re-election and appointed for a term ending at the close of the first annual general meeting following his or her appointment.

Please see the section entitled “Board of Directors and Senior Management of PubCo After the Business Combination — Senior Management of Terra Innovatum” for additional information.

Q.     What will GSR III shareholders receive in the Business Combination?

A.     Upon consummation of the Merger, each Class A Share and each Class B Share will be exchanged for one Ordinary Share through Continental Stock Transfer & Trust Company acting as exchange agent for the benefit and account of the former holders of the GSR III Class A Ordinary Shares and GSR III Class B Ordinary Shares. The as-exchanged Class B Shares will be subject to the Vesting Conditions (as defined below) whereby 90% of the Exchanged Shares would continue to be held by their respective holders free and clear following the Closing and 10% of the Vesting Shares would be subject to vesting conditions until the satisfaction of the relevant vesting conditions or lapse of the prescribed period of time. See the section entitled “Shares Eligible for Future Sale — Vesting Sponsor Shares.”

Q.     What will GSR III unitholders receive in the Business Combination?

A.     Immediately prior to consummation of the Business Combination, the GSR III Public Units will automatically separate into their component parts, and holders of GSR III Public Units will receive one Class A Share and one seventh of one GSR Right.

Q.     What will Terra Innovatum quotaholders receive in the Business Combination?

A.      Upon the effective time of the Merger, legacy Terra Innovatum Quotaholders will be issued 8,000 PubCo Preferred Shares, which will be classified as an equity linked instrument and not an outstanding share. These shares will mandatorily convert into shares of PubCo Ordinary Shares in four tranches subsequent to the Closing, subject to PubCo meeting certain contingencies, at a conversion ratio of 10,000 PubCo Ordinary Shares per PubCo Preferred Share. Specifically, the PubCo Preferred Shares will convert in the following circumstances:

•        An amount equal to 25% of the aggregate PubCo Preferred Shares will convert if at any time during the five-year period following the Closing (the “First Conversion Period”), (A) the volume weighted average price (“VWAP”) of the PubCo Ordinary Shares for any five Trading Days within any 20 Trading Days period (“PubCo Trading Price”) is greater than $12.00, or (B) upon the submittal and docketing of at least 10 of the planned Pre-Application Topical Reports following the NEI Guidance has occurred, whichever occurs earlier.

•        An amount equal to 25% of the aggregate PubCo Preferred Shares will convert if at any time during the First Conversion Period, (A) the PubCo Trading Price is greater than $14.00, or (B) upon NRC docketing of the SOLO Construction Permit Application, pursuant to 10 CFR Part 50, whichever occurs earlier.

•        An amount equal to 25% of the aggregate PubCo Preferred Shares will convert, if at any time during the seven-year period following the Closing (the “Second Conversion Period”), and together with the First Conversion Period, the “Conversion Period”, (A) the PubCo Trading Price is greater than $16.00, or (B) upon acceptance and docketing of the SOLO Test Reactor Construction Permit in compliance with the requirements of the Atomic Energy Act of 1954 as set forth in 10 CFR, whichever occurs earlier.

•        An amount equal to 25% of PubCo Preferred Shares will convert, if at any time during the Second Conversion Period, (A) the PubCo Trading Price is greater than $18.00, or (B) upon issuance of an operating license of SOLO Test Reactor pursuant 10 CFR Part 50, whichever occurs earlier.

•        If, prior to the end of the applicable Conversion Period, the applicable share price triggers have not been achieved, and PubCo enters into a definitive agreement that would result in a Change of Control transaction, and (A) the price per share of PubCo Ordinary Shares payable to the shareholders of PubCo in such Change of Control transaction (the “Change of Control Offer Price”) is at least $5.00 per share, then as of immediately prior to the closing of such Change of Control transaction, (x) the applicable share price triggers that have not been achieved shall be deemed to have been satisfied, and (y) the PubCo Preferred Shares shall convert into PubCo Ordinary Shares at the Preferred/Ordinary Conversion Ratio described above as if such Change of Control Offer Price constituted the applicable share price trigger pursuant to the Business Combination Agreement; or (B) if the Change of Control Offer Price is less than $5.00 per share but greater than $2.50 per share, then as of immediately prior to the closing of such Change of Control transaction, half of the PubCo Preferred Shares that have not yet converted shall convert into PubCo Ordinary Shares at the Preferred/Ordinary Conversion Ratio.

•        Any PubCo Preferred Share that is not converted into PubCo Ordinary Shares during the applicable Conversion Period will remain outstanding, provided that any PubCo Preferred Share that is not converted within 20 years of issuance shall be transferred to PubCo and subsequently cancelled by PubCo for no consideration (om niet).

Q.     What equity stake will the current shareholders of GSR III and the current quotaholders of Terra Innovatum hold in PubCo immediately after the Closing?

A.     It is anticipated that, following the Closing, in a no redemption scenario: (i) GSR III’s public shareholders will own approximately 32.5% of the outstanding PubCo Ordinary Shares; (ii) the Sponsor and related parties will own approximately 7.7% of the outstanding PubCo Ordinary Shares; (iii) the Terra Innovatum Quotaholders will own approximately 58.6% of the outstanding PubCo Ordinary Shares; and (iv) unrelated third parties will own approximately 1.2% of the outstanding PubCo Ordinary Shares.

The following table illustrates the estimated ownership levels in PubCo immediately following the consummation of the Business Combination under redemption scenarios, excluding the potential dilutive effects of (i) the additional shares for Terra Innovatum Quotaholders and PAC upon conversion of PubCo’s Preferred Shares and (ii) the potentially issuable additional shares for PAC and Bridge Loan lenders underlying the warrants to be issued at Closing in all scenarios:

____________

(1)      Consists of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders upon the effective time of the Closing, which, pursuant to the Business Combination Agreement is equal to the (a) Common Conversion Ratio of 475,000, multiplied by (b) 100 quotas, for a total number of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders of 47,500,000 in both the No Redemption Scenario and Maximum Redemption Scenario respectively.

(2)      Consists of, in the No Redemption Scenario, (i) 23,000,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Closing and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(3)      Consists of, in the 50% Redemption Scenario, (i) 11,500,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Closing and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(4)      Consists of, in the Maximum Redemption Scenario, (i) 3,419,264 GSR III Class A Ordinary Shares subject to possible redemption. This scenario assumes that 19,580,736 GSR III Class A Ordinary Shares are redeemed. The Maximum Redemption Scenario reflects the redemption of the maximum number of GSR III Class A Ordinary Shares subject to possible redemption that can be redeemed while allowing both the minimum net tangible assets and GSR III Available Cash conditions pursuant to the Business Combination Agreement to be met. (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(5)      Consists of 6,232,857 GSR III Ordinary Shares issued and outstanding immediately prior to the Closing which will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing. The 6,232,857 GSR III Ordinary Shares consists of (i) 5,495,000 GSR III Class B Ordinary Shares held by Sponsor which represents 5,495,000 issued and outstanding GSR III Class B Ordinary Shares held by Sponsor at the Closing, including 549,500 Vesting Sponsor Shares, subject to the vesting conditions pursuant to the Business Combination Agreement as the Sponsor will retain voting power with respect to the Vesting Sponsor Shares, (ii) 384,428 and 38,072 GSR III Class A Ordinary Shares held by Sponsor and related parties of Sponsor, respectively, (iii) 255,000 issued and outstanding GSR III Class B Ordinary Shares held by related parties of Sponsor, (iv) 54,918 and 5,439 Private Placement Rights held by Sponsor and related parties of Sponsor, respectively, which will convert on a one-for-one-basis into GSR III Class A Ordinary Shares immediately prior to the Closing.

(6)      Consists of (i) 223,000 PubCo Ordinary Shares issued to PAC as a success fee upon the Closing and (ii) 734,004 PubCo Ordinary Shares issued from conversion of the Bridge Loans upon the Closing of the Business Combination.

The table below reflects the same assumptions as described above but include the impact on potential dilution from (i) the additional shares for Terra Innovatum Quotaholders and PAC upon conversion of PubCo’s Preferred Shares and (ii) the potentially issuable additional shares for PAC and Bridge Loan lenders underlying the warrants to be issued at Closing in all scenarios below:

____________

(1)      Consists of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders upon the effective time of the Closing, which, pursuant to the Business Combination Agreement is equal to the (a) Common Conversion Ratio of 475,000, multiplied by (b) 100 quotas, for a total number of PubCo Ordinary Shares issued to legacy Terra Innovatum Quotaholders of 47,500,000 in both the No Redemption Scenario and Maximum Redemption Scenario respectively, (ii) 80,000,000 contingently issuable PubCo Ordinary Shares. Upon the effective time of the Merger, legacy Terra Innovatum Quotaholders will be issued 8,000 PubCo Preferred Shares, which will be classified as an equity linked instrument and not an outstanding share. These shares will mandatorily convert into shares of PubCo Ordinary Shares in four tranches subsequent to the Closing, subject to PubCo meeting certain contingencies, at a conversion ratio of 10,000 PubCo Ordinary Shares per PubCo Preferred Share.

(2)      Consists of, in the No Redemption Scenario, (i) 23,000,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Closing and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(3)      Consists of, in the 50% Redemption Scenario, (i) 11,500,000 GSR III Class A Ordinary Shares subject to possible redemption which GSR III public shareholders elected not to redeem in connection with the Business Combination and (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(4)      Consists of, in the Maximum Redemption Scenario, (i) 3,419,264 GSR III Class A Ordinary Shares subject to possible redemption. This scenario assumes that 19,580,736 GSR III Class A Ordinary Shares are redeemed. The Maximum Redemption Scenario reflects the redemption of the maximum number of GSR III Class A Ordinary Shares subject to possible redemption that can be redeemed while allowing both the minimum net tangible assets and GSR III Available Cash conditions pursuant to the Business Combination Agreement to be met. (ii) 3,285,714 GSR III Public Rights, each of which will convert, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing.

(5)      Consists of 6,232,857 GSR III Ordinary Shares issued and outstanding immediately prior to the Closing which will convert on a one-for-one basis into PubCo Ordinary Shares upon the Closing. The 6,232,857 GSR III Ordinary Shares consists of (i) 5,495,000 GSR III Class B Ordinary Shares held by Sponsor which represents 5,495,000 issued and outstanding GSR III Class B Ordinary Shares held by Sponsor at the Closing, including 549,500 Vesting Sponsor Shares, which are contingently issuable to Sponsor in the form of 549,500 PubCo Ordinary Shares subsequent to the Closing, subject to meeting certain contingencies, (ii) 384,428 and 38,072 GSR III Class A Ordinary Shares held by Sponsor and related parties of Sponsor, respectively, (iii) 255,000 issued and outstanding GSR III Class B Ordinary Shares held by related parties of Sponsor, (iv) 54,918 and 5,439 Private Placement Rights held by Sponsor and related parties of Sponsor, respectively, which will convert on a one-for-one-basis into GSR III Class A Ordinary Shares immediately prior to the Closing.

(6)      Consists of (i) 223,000 PubCo Ordinary Shares issued to PAC as a success fee upon the Closing, (ii) 1,000,000 shares of PubCo Ordinary Shares potentially issuable to PAC upon the exercise of a warrant issued on the Closing, and (iii) 400,000 contingently issuable PubCo Ordinary Shares. Upon the effective time of the Merger, PAC will be issued 40 PubCo Preferred Shares, which will be classified as an equity linked instrument and not an outstanding share. These shares will mandatorily convert into shares of PubCo Ordinary Shares in four tranches subsequent to the Closing, subject to PubCo meeting certain contingencies, at a conversion ratio of 10,000 PubCo Ordinary Shares per PubCo Preferred Share. (iv) 734,004 PubCo Ordinary Shares issued from conversion of the Bridge Loans upon the Closing of the Business Combination, and (v) 960,794 PubCo Ordinary Shares potentially issuable to the Bridge Loan lenders upon the exercise of warrants issued on the Closing of the Business Combination.

Shareholders will experience additional dilution to the extent PubCo issues additional shares of PubCo Ordinary Shares after the Closing.

For more information, please see the sections entitled “Beneficial Ownership” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Q.     Why is GSR III proposing the Adjournment Proposal?

A.     GSR III is proposing the Adjournment Proposal to allow the GSR III Board to adjourn the General Meeting to a later date or dates (A) in order to solicit additional proxies for the purpose of obtaining GSR III shareholder approval of the transaction proposals to be voted upon at the General Meeting, (B) if as of the time for which the General Meeting is scheduled, there are insufficient GSR III Class A Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the General Meeting, (C) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that GSR III has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the GSR III shareholders prior to the General Meeting, (D) if GSR III shareholders seek to redeem an amount of GSR III Class A Ordinary Shares such that the GSR III Available Cash Condition is not satisfied (Proposal No. 3), or (E) as otherwise deemed necessary by the Chairman of the General Meeting in his sole discretion.

Q.     What happens if I sell my GSR III Class A Ordinary Shares before the General Meeting?

A.     The record date for the General Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your GSR III Class A Ordinary Shares after the record date but before the General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the General Meeting. However, you will not be able to redeem those shares for a pro rata portion of the proceeds held in the Trust Account because you will no longer be able to deliver them for cancellation

upon consummation of the Business Combination. If you transfer your GSR III Class A Ordinary Shares prior to the record date you will have no right to vote those shares at the General Meeting or seek redemption of your GSR III Class A Ordinary Shares.

Q.     What vote is required to approve the proposals presented at the General Meeting?

A.     The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being, where a quorum is present the affirmative vote of the holders of at least a majority of the issued GSR III Class A Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued GSR III Class A Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting.

The Business Combination is not structured so that approval of at least a majority of unaffiliated public shareholders of GSR III is required.

Accordingly, a GSR III shareholder’s failure to vote by proxy or to vote in person at the General Meeting will not be counted towards the number of GSR III Class A Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal, Merger Proposal or Adjournment Proposal. Broker non-votes will not be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the Business Combination Proposal, Merger Proposal or Adjournment Proposal. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, Adjournment Proposal, and Merger Proposal. However, the Nasdaq requires that for the Business Combination Proposal, Merger Proposal or Adjournment Proposal to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this Nasdaq requirement, abstentions will count as a vote “AGAINST” each of the Business Combination Proposal, Adjournment Proposal and Merger Proposal.

Q.     May I seek statutory appraisal rights or dissenter rights with respect to my GSR III shares?

A.     The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. For additional information, see the section titled “Proposal 1 — The Business Combination Proposal — Appraisal and Dissenters’ Rights.

Q.     What happens if the Business Combination Proposal or the Merger Proposal is not approved?

A.     If either the Business Combination Proposal or the Merger Proposal is not approved, either Terra Innovatum or GSR III will be entitled to terminate the Business Combination Agreement and the Business Combination will not be consummated. If GSR III does not consummate a business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), GSR III will be required to dissolve and liquidate the Trust Account.

Q.     How many votes do I have at the General Meeting?

A.     GSR III shareholders are entitled to one vote on each proposal presented at the General Meeting for each GSR III Ordinary Share held of record as of the close of business on            , 2025, the record date for the General Meeting. As of the close of business on the record date, there were            outstanding GSR III Class A Ordinary Shares.

Q.     What constitutes a quorum at the General Meeting?

A.     One or more shareholders who together hold a majority of the issued and outstanding GSR III Class A Ordinary Shares entitled to vote at the General Meeting must be present, in person or represented by proxy, at the General Meeting to constitute a quorum and in order to conduct business at the General Meeting.

Broker non-votes will not be counted as present for the purpose of determining a quorum. Abstentions will be considered present for the purposes of establishing a quorum. The GSR III Initial Shareholders, who own 20% of the issued and outstanding GSR III Class A Ordinary Shares as of the record date, will count towards this quorum. As a result, as of the record date, in addition to the shares of the GSR III Initial Shareholders, an additional 30% of the GSR III Class A Ordinary Shares, plus one GSR III Ordinary Share, held by public shareholders would be required to be present at the General Meeting to achieve a quorum. In the absence of a quorum, the chairman of the General Meeting has power to adjourn the General Meeting.

Q.     How will the GSR III Initial Shareholders and GSR III’s other current directors and officers vote?

A.     Prior to the GSR III IPO, GSR III entered into a letter agreement with the GSR III Initial Shareholders and each of its other directors and officers, pursuant to which each agreed to vote any GSR III Class A Ordinary Shares owned by it in favor of an initial business combination. This agreement applies to the GSR III Initial Shareholders, including the Sponsor, as it relates to the Founder Shares and the requirement to vote all of the Founder Shares in favor of the Business Combination Proposal and for all other proposals presented to GSR III shareholders in this proxy statement/prospectus. The GSR III Initial Shareholders further entered into the Sponsor Support Agreement with GSR III and Terra Innovatum with respect to the Business Combination, whereby the GSR III Initial Shareholders agreed to vote any GSR III Class A Ordinary Shares owned by them in favor of the Business Combination. As of the record date, the GSR III Initial Shareholders and the other current directors and officers own 5,750,000 Founder Shares, representing 20% of the GSR III Class A Ordinary Shares then outstanding and entitled to vote at the General Meeting. As a result, as of the record date, in addition to the shares of the GSR III Initial Shareholders, in addition to the shares of the GSR III Initial Shareholders, an additional 30% of the GSR III Class A Ordinary Shares, plus one GSR III Ordinary Share, held by public shareholders would be required to vote in favor of the Business Combination Proposal and the Merger Proposal.

The Business Combination is not structured so that approval of at least a majority of unaffiliated public shareholders of GSR III is required.

Q.     What interests do the GSR III Initial Shareholders and GSR III’s other current officers and directors have in the Business Combination?

A.     The GSR III Initial Shareholders and GSR III’s other current officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination Proposal.

These interests include, among others: the fact that the Sponsor and GSR III’s directors have agreed not to redeem any GSR III Class A Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination; the fact that the Sponsor and GSR III’s officers and directors will lose or waive certain rights (and the Sponsor may incur into certain liabilities) if GSR III fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor); the directors’ and officers’ liability insurance that Terra Innovatum will be required to maintain under the Business Combination Agreement; the fact that, pursuant to the Business Combination Agreement, the Sponsor will have certain governance rights in respect of Terra Innovatum; and the appointment of            and            as initial members of the PubCo Board following the Closing.

Sponsor Group Ownership of GSR III Prior to Closing

Sponsor Group Ownership of PubCo Following the Closing

In addition, the Sponsor, GSR III’s executive officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on GSR III’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. GSR III’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, GSR III’s executive officers or directors, or GSR III’s or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, GSR III does not have any additional controls in place governing GSR III’s reimbursement payments to GSR III’s directors and executive officers for their out-of-pocket expenses incurred in connection with GSR III’s activities on GSR III’s behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by GSR III to the Sponsor, GSR III’s executive officers and directors, or any of their respective affiliates, prior to completion of its initial business combination. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred by GSR III’s executive officers and directors and there are no outstanding out-of-pocket expenses for which GSR III’s executive officers or directors are awaiting reimbursement.

See “The Business Combination — Interests of Certain Persons in the Business Combination” for a more detailed discussion of how the GSR III Initial Shareholders and GSR III’s other current officers and directors have interests in the merger that are different from, or in addition to, the interests of the GSR III public shareholders generally.

Such interests may influence the GSR III Board in making its recommendation that you vote in favor of the approval of the Business Combination.

Q.     Did the GSR III Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. The GSR III Board obtained a fairness opinion from ERShares, dated April 7, 2025, which provides that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by GSR III in the Merger is fair, from a financial point of view, to the holders of GSR III Class A Ordinary Shares. For a description of the opinion issued by ERShares to the GSR III Board, please see “The Business Combination — Opinion of GSR III’s Financial Advisor.”

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of holders of at least a majority of GSR III Class A Ordinary Shares that are entitled to vote and are voted at the General Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Merger Proposal, and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of holders of at least a majority of GSR III Class A Ordinary Shares that are entitled to vote and are voted at the General Meeting, then the Business Combination Proposal will fail and GSR III will not consummate the Business Combination. If GSR III does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until May 8, 2026. If GSR III fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

Q.     Do I have redemption rights?

A.     If you are a holder of GSR III Class A Ordinary Shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares; provided that GSR III will not redeem any GSR III Class A Ordinary Shares issued in the GSR III IPO to the extent that such redemption would result in GSR III having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the GSR III Class A Ordinary Shares sold in the GSR III IPO, without GSR III’s prior consent. Holders of outstanding GSR III Rights do not have redemption rights in connection with the Business Combination. The GSR III Initial Shareholders and GSR III’s other current officers and directors have agreed to waive their redemption rights with respect to any GSR III Class A Ordinary Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $233 million as of March 31, 2025, the estimated per Class A Share redemption price would have been approximately $10.17. Additionally, GSR III Class A Ordinary Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable) in connection with the liquidation of the Trust Account, unless GSR III completes an alternative business combination prior to May 8, 2026.

Q.     Can the GSR III Initial Shareholders redeem their Founder Shares in connection with consummation of the Business Combination?

A.     No. The GSR III Initial Shareholders and GSR III’s other current officers and directors have agreed, for no additional consideration, to waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the consummation of the Business Combination.

Q.     Is there a limit on the number of shares I may redeem?

A.     Yes. A public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), may not redeem GSR III Class A Ordinary Shares in excess of an aggregate of 15% of the shares sold in the GSR III IPO, without GSR III’s consent. Accordingly, all GSR III Class A Ordinary Shares in excess of 15% of GSR III Class A Ordinary Shares sold in the GSR III IPO owned by a holder will not be redeemed for cash without GSR III’s consent. On the other hand, a public shareholder who holds less than 15% of the public shares may redeem all of the public shares held by such shareholder for cash.

Class B Shares cannot be redeemed.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in the GSR III IPO) for or against the Business Combination restricted.

GSR III has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of GSR III Class A Ordinary Shares by GSR III public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $231 million as of December 31, 2024. The Business Combination Agreement provides that each of the parties’ obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount), together with any transaction financing, but minus transaction expenses being equal to or greater than $25,000,000. If, as a result of redemptions of GSR III Class A Ordinary Shares by GSR III’s public shareholders, such condition is not met or is not waived, then either party may elect to not consummate the Business Combination. In addition, in no event will GSR III redeem its GSR III Class A Ordinary Shares in an

amount that would cause its net tangible assets to be less than $5,000,001, as provided in the GSR III amended and restated memorandum and articles of association and as required as a Closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your GSR III Class A Ordinary Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must (i) if you hold GSR III Public Units, separate the underlying GSR III Class A Ordinary Shares and GSR III Rights, and (ii) prior to            , on            , 2025 (two business days before the initial date of the General Meeting), tender your shares physically or electronically and identify yourself in writing as a beneficial holder and provide your legal name, phone number and address to the Transfer Agent in order to validly redeem your shares and submit a request in writing that GSR III redeem your GSR III Class A Ordinary Shares for cash to the Transfer Agent at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attention:            
Email:

You do not have to be a record date holder in order to exercise your redemption rights. GSR III shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is GSR III’s understanding that GSR III shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, GSR III does not have any control over this process and it may take longer than two weeks. GSR III shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

GSR III shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the Business Combination Proposal at the General Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to GSR III unless the GSR III Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares. You may make such request by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you hold GSR III Public Units registered in your own name, you must deliver the certificate for such GSR III Public Units to the Transfer Agent with written instructions to separate such GSR III Public Units into GSR III Class A Ordinary Shares and GSR III Rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the GSR III Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your GSR III Public Units, you must instruct such nominee to separate your GSR III Public Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of GSR III Public Units to be split and the nominee holding such GSR III Public Units. Your nominee must also initiate electronically, using Depository Trust Company’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of GSR III Class A Ordinary Shares and GSR III Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the GSR III Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your GSR III Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The receipt of cash by a holder of GSR III Class A Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes in the case of a U.S. holder (as defined herein) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. holder (as defined herein). Please see the section in this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations — U.S. holders — Redemption of GSR III Class A Ordinary Shares” for additional information. All holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Q.     What are the material U.S. federal income tax consequences of the Business Combination to the U.S. holders and non-U.S. holders (each as defined herein) of GSR III Class A Ordinary Shares?

A.     The receipt of cash by a holder of GSR III Class A Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes in the case of a U.S. holder (as defined herein) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. holder (as defined herein). Please see the section in this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations — U.S. holders — Redemption of GSR III Class A Ordinary Shares” for additional information. All holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, see the section entitled “Material Tax Considerations — United States Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Merger to U.S. Holders.” If you are a U.S. holder exchanging GSR III Class A Ordinary Shares in the Business Combination, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

A.     The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. GSR III shareholders will have appraisal rights and dissenter’s rights under Section 238 and 239 of Cayman Islands Companies Act. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the GSR III public shareholders are still entitled to exercise the rights of redemption as set out herein, and the GSR III Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represent the fair value of those shares.

Section 238. (1) of the Cayman Islands Companies Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Cayman Islands Companies Act provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

GSR III shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account, will be used to: (i) pay GSR III public shareholders who properly exercise their redemption rights; (ii) pay approximately $9.2 million in deferred underwriting commissions to the underwriters of the GSR III IPO; and (iii) pay or cause to be paid certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by GSR III and Terra Innovatum in connection with the Business Combination pursuant to the terms of the Business Combination Agreement. Any remaining funds will be used by PubCo for general corporate purposes.

The following table illustrates the Deferred Underwriting Commission at each redemption level below:

____________

(1)      Uses an assumed redemption price of $10.38, determined as the sum of (i) $233.8 million balance of investments held in Trust Account on GSR III’s historical balance sheet as of March 31, 2025, plus (ii) $4.8 million actual and expected dividends on investments held in Trust Account subsequent to March 31, 2025 through the estimated Closing Date, divided by 23,000,000 GSR III Class A Ordinary Shares subject to possible redemption outstanding immediately prior to the Business Combination.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of Closing conditions in the Business Combination Agreement, including the approval by GSR III shareholders of the Business Combination Proposal and the Merger Proposal and the GSR III Available Cash Condition. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.”

Q.     What happens if the Business Combination Agreement is terminated or the Business Combination is not consummated?

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the section entitled “The Business Combination Agreement and Ancillary Documents” for information regarding the parties’ specific termination rights.

If GSR III does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor). If GSR III fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), then GSR III will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the GSR III Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding GSR III Class A Ordinary Shares, which redemption will completely extinguish GSR III public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GSR III’s remaining shareholders and the GSR III Board, liquidate and dissolve, subject in each case to GSR III’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the GSR III IPO. Please see the section entitled “Risk Factors — Risks Related to the Business Combination and GSR III” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the GSR III Rights, which will expire worthless if GSR III fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor).

Q.     When is the Business Combination expected to be completed?

A.     The Closing is expected to take place following the satisfaction or waiver of the conditions described below in the subsection entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.” The closing is expected to occur in the fourth quarter of 2025. The Business Combination Agreement may be terminated by GSR III or Terra Innovatum if the Closing has not occurred by December 31, 2025 (unless such date is extended by mutual agreement of GSR III and Terra Innovatum).

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.”

Q.     What do I need to do now?

A.     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I vote?

A.     If you were a holder of record of GSR III Class A Ordinary Shares on            , 2025, the record date for the General Meeting, you may vote with respect to the proposals in person or virtually at the General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the

General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by            , on            , 2025.

Voting in Person at the Meeting.    If you attend the General Meeting and plan to vote in person, you will be provided with a ballot at the General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the General Meeting and vote in person, you will need to bring to the General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “General Meeting of GSR III Shareholders.”

Voting Electronically.    You may attend, vote and examine the list of shareholders entitled to vote at the General Meeting by visiting            and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Q.     What will happen if I abstain from voting or fail to vote at the General Meeting?

A.     At the General Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, Adjournment Proposal and Merger Proposal. However, the Nasdaq requires that for the Business Combination Proposal, Merger Proposal or Adjournment Proposal to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this Nasdaq requirement, abstentions will count as a vote “AGAINST” each of the Business Combination Proposal, Adjournment Proposal and Merger Proposal.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by GSR III without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the General Meeting.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. GSR III believes that all of the proposals presented to the shareholders at this General Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the General Meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

RISK FACTORS

You should carefully review and consider the following risk factors, together with all of the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating the Business Combination and the proposals to be voted on at the General Meeting. Certain of the following risk factors apply to the business and operations of Terra Innovatum and will also apply to its business and operations following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of PubCo following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Terra Innovatum and GSR III which later may prove to be incorrect or incomplete. You are encouraged to perform you own investigation with respect to the businesses of Terra Innovatum and GSR III. Terra Innovatum and GSR III may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair their business or financial condition.

Risks Related to Terra Innovatum’s Business Following the Business Combination

Upon the Closing, New Terra Innovatum will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from Terra Innovatum OpCo to pay dividends, pay expenses and meet its other obligations. Accordingly, New Terra Innovatum’s shareholders will be subject to all of the risks of Terra Innovatum’s business upon the Closing.

Throughout this section, unless otherwise noted, “Terra Innovatum,” “we,” “us” or “our” refers to Terra Innovatum s.r.l. and its consolidated subsidiaries prior to the Closing and New Terra Innovatum after the Closing.

Risks Relating to Terra Innovatum’s Business

We have incurred losses and have not generated any revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate revenue, for the foreseeable future.

Since inception, we have incurred significant operating losses, and have an accumulated deficit of $516,224 as of March 31, 2025 and negative operating cash flow in the first three months of 2025 and 2024. We expect that operating losses and negative cash flows will increase in the coming years because of additional costs and expenses related to our research and development (which we refer to herein as R&D), business development activities and our status as a publicly traded company. To date, we have not generated any revenue. We do not expect to generate any revenue unless and until we are able to commercialize our reactors and/or other lines of business. As we have incurred losses and experienced negative operating cash flows since our inception, and accordingly we have undertaken equity financing from investors to satisfy our funding needs; however, we may not raise adequate funding to offset our expenses and losses. Moreover, we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. The magnitude of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate and grow revenue. We cannot predict the outcome of the actions to generate liquidity to fund our operations, whether such actions would generate the expected liquidity to fund our operations as currently planned or whether the costs of such actions will be available on reasonable terms or at all. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our reactor development, to successfully market our reactors and to achieve commerciality for our reactors. Our prior losses and expected future losses have had and may continue to have adverse effects on our stockholders’ equity (deficit) and working capital and may lead to the failure of our business.

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have a limited operating history in a rapidly evolving industry. The markets for nuclear reactor design, nuclear reactor production, nuclear fuel design, nuclear fuel supply, and services related to any or all of the foregoing business may not continue to develop in a manner that we expect or that otherwise would be favorable

to our business. As a result of our limited operating history and ongoing changes in our new and evolving industry, including evolving demand for our products and services and the potential development of technologies that may prove more efficient or effective for our intended use cases, our ability to forecast our future results of operations and plan for future growth is limited and subject to uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by companies in rapidly evolving industries, such as the risks and uncertainties described in this proxy statement/prospectus. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays, changed circumstances, or changed market conditions arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates or the expectations of investors or analysts, causing our business to suffer and our ordinary shares price to decline.

We have not yet commercialized or sold the SOLO or any other micro modular reactor (“MMR”), and there is no guarantee that we will be able to do so.

After we develop and obtain regulatory approval, the planned initial deployment of the SOLO is subject to Terra Innovatum reaching binding agreements for its scope of supply with potential customers. If no customer enters into such binding agreements with us, our initial deployment of the SOLO and ongoing services associated with such deployment could be significantly delayed. This could have a material adverse effect on our business and financial condition. To date, the various memoranda of understanding that we have entered into with potential purchasers are largely contingent upon successful site characterization studies, governing body approvals and regulatory approvals, and may not result in binding agreements for the purchase of our products or services.

If we fail to manage our growth effectively, we may be unable to execute our business plan, and our business, results of operations, and financial condition could be harmed.

In order to achieve future revenue growth, we must finalize our reactor design, receive regulatory approvals, and continue to develop and market new products and services to traditional and non-traditional end-users. We intend to expand our operations as we develop and deploy our products and services in the future, and will need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Our future expansion will include:

•        hiring and training new personnel;

•        completing the designs, licensing, construction, and commissioning of SOLO;

•        finalizing our reactor design and developing new technologies and services (e.g., training, maintenance, procurement);

•        optimizing applications of our reactors to serve both traditional utility and electric power customers and a broad base of non-traditional industrial customers interested in utilizing the efficient high-temperature heat produced by our design;

•        controlling expenses and investments in anticipation of expanded operations and rising costs;

•        upgrading the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

•        implementing and enhancing administrative infrastructure, systems and processes.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, and manufacturing functions. These efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to develop and implement our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe. The continued expansion of our business will require manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities.

Our growth will increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our MMRs and related equipment, delays in production, challenges in scaling-up fuel and component fabrication capacity and difficulty sourcing adequate raw material, such as graphite, for our reactors. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

There is limited operating experience for reactors of this type, configuration and scale, which may result in greater than expected construction and material costs, maintenance requirements, operating expense or delivery timing.

Our MMR design will be actively managed through design reviews, prototyping, involvement of external partners and application of industry lessons. However, we could still fail to identify manufacturing, material and construction issues early enough to avoid negative effects on production, fabrication, construction or ultimate performance of our MMRs and related technologies, or we may encounter unexpected regulatory issues. Where these issues arise at such later stages of deployment, deployment could be subject to greater costs or be significantly delayed, which could materially and adversely affect our business.

The market for MMRs generating electric power and high-temperature heat is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for MMRs, and particularly for MMRs utilizing advanced nuclear technologies such as those employed in the SOLO, has not yet been established. MMRs utilizing advanced nuclear technologies have limited operational history and have not been proven at scale. Estimates for the total addressable market and our expectations, inclusive of recent updates, with regards to certain unit economics are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers who have expressed interest in our MMRs, assumed prices and production and regulatory costs for our MMRs, our ability to develop logistical and operational processes, assumptions regarding our technology and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, reducing the predictive accuracy of these underlying factors. As a result, our expected performance as indicated by the illustrative unit economics provided in this proxy statement/prospectus, our estimates of the annual total addressable market and serviceable addressable market for our services, as well as the expected growth rate for the total addressable market and serviceable addressable market for our services, may prove to be incorrect.

We may not attract customers to our MMR technology as quickly as we expect, or at all, and acquiring customers may be more expensive than we currently anticipate.

MMRs and advanced nuclear technologies are relatively new and unproven and may be more costly than alternatives. Accordingly, adoption of our technology, or MMRs and advanced nuclear technologies generally, among our potential customers may progress more slowly than we anticipate or it may be more expensive to bring potential customers into our pipeline. Any delay or failure to attract potential customers to our reactors or MMR technology may have a material and adverse impact on our business and financial condition.

Our cost estimates are highly sensitive to broader economic factors, and our ability to control or manage our costs may be limited.

Capital and operating costs for the deployment of a first-of-a-kind reactor such as the SOLO are difficult to project, inherently variable and are subject to significant change based on a variety of factors, including site specific factors, customer off-take requirements, regulatory oversight, operating agreements, supply chain availability, inflation and other factors. Opportunities for cost reductions with subsequent deployments are similarly uncertain. To the extent cost reductions are not achieved within the expected timeframe or magnitude, the SOLO may not be cost competitive with alternative technologies, which could materially and adversely affect our expected revenues, gross margins and on the other information included in the Unit Economics Information.

Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

We operate in highly competitive markets and are subject to competition based upon product design, performance, pricing, quality, and services, from competing nuclear suppliers as well as from alternative means of producing electricity and/or heat. There are a number of advanced reactor designs, and some advanced reactor projects, under development in the United States. Many of these designs are involved in pre-application review with the NRC. Our advanced design, projected product design performance, engineering expertise, and quality control have been important factors in our growth; nonetheless other companies providing competing technologies could capture customers or market share from us, which could have a material adverse effect on our business or financial condition.

For sales and/or deployments outside of jurisdictions with highly-developed nuclear regulatory frameworks, some of our foreign competitors currently benefit from, and others may benefit in the future from, permissive regulatory and licensing regimes and/or from protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies.

We believe our ability to compete successfully in designing, engineering and manufacturing our products and services at attractive costs to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected.

Technological changes could render our technology and products uncompetitive or obsolete, which could prevent us from achieving market share and sales.

Our failure to refine or advance our MMR technologies could cause our reactor technology to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We may need to invest significant financial resources in research and product development to keep pace with technological advances in the industry and to compete in the future; we may be unable to secure such financing. A variety of competing alternative technologies may be in development by other companies that could result in lower manufacturing or operating costs and/or higher performance than those expected for our technology. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for commercialization.

Changes in the availability and cost of electricity, natural gas and other forms of energy are subject to volatile market conditions that could adversely affect our business.

The prices for and availability of electricity, oil and other energy resources are subject to volatile market conditions. We do not control these market conditions, which are, moreover, often affected by political and economic factors beyond our control. Decreases in energy prices, or changes in nuclear energy costs relative to other forms of energy, may adversely affect our business. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive or to adjust their business plans and operations, decreased energy prices may have an adverse effect on our results of operations and financial condition.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect our business.

Many U.S. electricity markets price electric energy, capacity, and/or ancillary services on a competitive basis, with market prices subject to substantial fluctuations. Other markets remain heavily regulated by state or local utility regulatory authorities, with power purchase decisions by electric utilities subject to various competitiveness or prudence tests. As a result of competitive pressures, some electricity markets experience low marginal energy prices at certain times due to a combination of subsidized generating resources, competitors with low-cost or no-cost fuel sources, or market-design features that create incentives for certain attributes or deliver revenue in unpredictable ways over time, and Terra Innovatum may not be able to compete in these markets unless the benefits of the low-carbon, reliable and/or resilient energy generation provided by the SOLO is sufficiently valued. Even in markets that price reliable capacity on a long-term basis, there is no guarantee that our customers’ SOLO units will

be sufficiently low-cost so as to clear auction-style capacity markets, and clearing in any one year is no guarantee of clearing in successive years. Moreover, our SOLO reactor will likely serve a specific market segment of smaller distributed generation, remote application or industrial customers, who may have lower cost power/heat alternatives available to them, especially in the near-term.

Given the relatively lower electricity prices and higher availability of power in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Regardless of jurisdiction, however, failure of our MMRs to provide competitively price electricity or heat could materially and adversely affect our business.

We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.

Successful execution of our business model is dependent upon public support for nuclear power in the United States and other countries. The risks associated with uses of radioactive materials by our customers in future deployments of our MMR designs, and the public perception of those risks, can affect our business. Opposition by third parties can delay or prevent the licensing and construction of new nuclear power facilities and in some cases can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and related litigation have contributed to extended licensing and construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more, or even shutting down operations at already-constructed reactors.

Accidents involving nuclear power facilities, including but not limited to events similar to any of the Three Mile Island, Chernobyl or Fukushima Daiichi nuclear accidents, or terrorist acts or other high profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, our customers and the markets in which we operate and potentially decrease demand for nuclear energy or facilities, increase regulatory requirements and costs or result in liabilities or claims that could materially and adversely affect our business.

Historical nuclear accidents and fears of a new nuclear accident can hinder widespread acceptance of nuclear power. Nuclear power faces strong opposition from certain individuals and organizations both in the United States and abroad. With respect to public perceptions, the accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants and a dampening of the favorable regulatory climate needed to introduce new nuclear technologies. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. If a high-visibility or high-consequence nuclear accident, including the loss or mishandling of nuclear materials, or other event, such as a terrorist attack involving a nuclear facility, occurs, public opposition to nuclear power may increase dramatically, regulatory requirements and costs could become more onerous or prohibitory, and customer demand for the SOLO could suffer, which could materially and adversely affect our business and operations.

The direct and indirect impact on us and our customers from severe weather and other effects of climate change and the economic impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.

Our operations and properties, and those of our customers, may in the future be adversely impacted by flooding, wildfires, high winds, drought and other effects of severe weather conditions that may be caused or exacerbated by climate change. These events can force our customers to suspend operations at impacted properties and may result in significant damage to such properties. Even if these events do not directly impact us or our customers they may indirectly impact us and our customers through increased insurance, energy or other costs. In addition, although the ongoing transition to non-carbon based energy is creating significant opportunities for us and our customers, the transition also presents certain risks, including macroeconomic risks related to higher energy costs and energy shortages, among other things. These direct and indirect impacts from climate change could adversely affect our financial condition, operating results, supply chain and cash flows.

Our operations involve the use, transportation and disposal of toxic, hazardous and/or radioactive materials and could result in liability without regard to fault or negligence.

Our operations involve the use, transportation, and disposal of toxic, hazardous and radioactive materials. A release of these materials could pose a health risk to humans, plants and animals or the environment. If an accident were to occur, its severity would depend on the volume and location of the release and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions.

While we do not currently own any property in the United States, if, in the future we do, under federal, state and local laws and regulations, a current or former owner or operator of real property may be liable for costs to remediate contamination resulting from the presence or release of hazardous substances, wastes or petroleum products. These costs could be substantial and liability under such laws is strict and may attach whether or not the owner or operator knew of or caused such contamination. Moreover, the presence of contamination may expose us to third-party claims for property damage or bodily injury, subject our properties to liens in favor of the government for damages and cleanup costs, impose restrictions on the manner in which we use our properties, and materially adversely affect our ability to sell, lease, insure, or develop our properties. We also may be liable for costs of remediating third-party disposal sites to which we arranged for the disposal or treatment of hazardous substances without regard to whether such disposal occurred in compliance with environmental laws. These matters could have an adverse effect on our financial condition.

Additionally, we may be responsible for decontamination or decommissioning of facilities where we conduct, or previously conducted, operations. Activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities, including the decontamination or decommission of third-party facilities.

In the United States, the nuclear liability law codified at 42 U.S.C. 2210 (along with subsequent amendments, the “Price-Anderson Act”) and applicable NRC regulations and corresponding insurance requirements channel liability to the nuclear operator of a nuclear power plant for third-party offsite damages caused by a nuclear incident or a precautionary evacuation due to a possible or actual nuclear incident. U.S. law is substantially similar in effect to global nuclear liability regimes wherein operators are subject to robust financial protection regimes, such as required insurance policies or government indemnification, to cover the operator’s financial risk in the event of a nuclear incident that gives rise to third-party offsite liability. If, however, an incident or precautionary evacuation is not covered under such a nuclear liability regime, we could be financially liable for damages arising from such incident or evacuation, which could have an adverse effect on our results of operations and financial condition.

The Price-Anderson Act does not, however, cover on-site loss or damage to property due to a nuclear incident. Rather, the NRC, like many nuclear regulators around the world, requires nuclear operators to maintain on-site property damage insurance. If an incident resulting in onsite property damage is not otherwise covered by the mandatory insurance policy maintained at the facility, then we could be potentially liable for damages arising from such incident, which could have an adverse effect on our results of operations and financial condition.

In our contracts, we seek to protect ourselves from liability, but there is no assurance that such contractual limitations on liability will be effective in all cases or in all jurisdictions. The costs of defending against a claim arising out of a nuclear incident or precautionary evacuation not otherwise covered by insurance, and any damages awarded as a result of such claim, could adversely affect our results of operations and financial condition.

Unresolved spent nuclear fuel storage and disposal issues and associated costs could have a significant negative impact on Terra Innovatum’s business operations if potential SOLO customers view the risks associated with these issues and costs as unacceptably high.

The Nuclear Waste Policy Act of 1982 requires the DOE to provide for the permanent disposal of spent nuclear fuel (“SNF”) and associated high-level nuclear waste (“HLW”). In 1987, Congress amended the Nuclear Waste Policy Act to identify Yucca Mountain, in Nevada, as the only site that the DOE could consider for a permanent repository. The DOE has since cancelled this project, but under the federal law, is required to construct storage facilities for, and to dispose of, all SNF and other HLW generated by domestic nuclear reactors. Interim storage requires the construction and maintenance of NRC licensed SNF/ HLW storage facilities. While the costs of

developing and maintaining these interim storage facilities can have a significant effect on the costs associated with waste storage and disposal for nuclear reactors, including Terra Innovatum’s reactors, these costs could themselves be impacted by the timing of the opening of a disposal facility, as well as any possible future changes to the interim storage or transportation requirements for SNF and other forms of HLW, and the extent to which operators are able to continue to successfully sue DOE for costs incurred as a result of its continued failure to provide for permanent disposal.

There are currently two consolidated interim storage (“CIS”) facilities under development in the United States for the interim storage of SNF/HLW. One facility has received an NRC license for construction and operation, and the other facility is in the final stages of its NRC licensing review. It is possible that SNF/HLW generated at an Terra Innovatum reactor could be stored at one of these CIS facilities; however, it is also possible that these CIS facilities are never built or become operational, or are unable to store such waste from an Terra Innovatum reactor, in which case, the waste would need to be stored onsite or at another interim SNF storage facility until another disposal option became available, such as a U.S. government determined permanent national repository or other government storage facility.

The establishment of a national repository for the storage and/or permanent disposal of SNF, such as the one previously considered at Yucca Mountain, Nevada, the timing of such a facility’s opening and the ability of such a facility to accept waste from an Terra Innovatum reactor, and any related regulatory action, could impact the costs associated with our SOLO customers’ storage and/or disposal of SNF/HLW. Likewise, the establishment of a CIS for the storage of SNF/HLW, the timing of such a facility’s opening and being able to accept waste from an Terra Innovatum reactor, and any related regulatory action, could impact our customers’ costs associated with storage of SNF/HLW. These waste storage issues, and changes to the current waste disposal practices or changes to reactor operators’ ability to recover storage costs from DOE through litigation, could be material to Terra Innovatum’s operations if potential customers view waste disposal as problematic, detrimental or a negative factor when considering an investment in an Terra Innovatum reactor.

Unsatisfactory safety performance or security incidents at our facilities — or any nuclear facility around the world — could have a material adverse effect on our business, financial condition and results of operations.

We design and will manufacture highly sophisticated MMRs that depend on complex technology. We also work cooperatively with our suppliers, subcontractors, venture partners and other parties. Failures, disruptions or compromises to our or our third parties’ systems or facilities may be caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, targeted cyberattacks, other intentional conduct, or similar events or incidents. While we have built operational processes to ensure that the design, manufacture, performance and servicing of our MMRs meet rigorous safety standards and performance goals, there can be no assurance that we will not experience operational or process failures or other problems, including through manufacturing or design defects, failure of third-party safeguards, mishandling or process failures, natural disasters, cyber attacks, or other intentional acts, that could result in potential safety risks. There can be no assurance that our preparations, or those of third parties, will be able to prevent any such incidents.

Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues with our MMRs, facilities, or customer safety could result in delaying or cancelling delivery of MMRs to our customers, increased regulation or other systemic consequences. Our inability to meet our safety standards or address adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property or medical complications could have a material adverse effect on our business, financial condition and results of operation.

In the nuclear industry, an accident or incident involving the mishandling of nuclear materials at any nuclear facility in the world can have an impact on other nuclear facilities around the world in terms of public acceptance, political pressures, and regulatory requirements and scrutiny. For example, the March 2011 accident at the Fukushima Daiichi plant in Japan resulted in millions of dollars in additional regulatory reviews and requirements for U.S. nuclear power plants. If a safety incident occurs at any nuclear facility in the world, it could delay licensing and/or drive up costs to license or own our MMRs and negatively impact our business or financial condition.

We are subject to information technology and cyber security threats which could have adverse effects, including regulatory effects, on our business and results of operations.

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course of business, we collect, store and transmit confidential information (including but not limited to intellectual property, proprietary business information and personal information). It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party contractors who have access to our confidential information.

Despite the implementation of security measures, given their size and complexity and the increasing amounts of confidential information that they maintain, our internal information technology systems and those of our contractors and consultants are potentially vulnerable to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by our employees, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information), which may compromise our system infrastructure or lead to data leakage. As part of our regular review of potential risks, we analyze emerging cyber security threats to us and our contractors, consultants, business partners and other third parties as well as our plans and strategies to address them. Our board of directors, which has oversight responsibility for cyber security risks, is regularly briefed by management on such analyses. Additionally, our board of directors is responsible for overseeing the adequacy of management’s conduct of threat environment and vulnerability assessments, management of cyber incidents, pursuit of projects to strengthen internal cyber security and the cyber security of our suppliers and other service providers, work with the company’s privacy and legal teams, coordination with the company’s operations teams to evaluate the cyber security implications of our products and offerings, and coordination of efforts to monitor, detect, and prevent future cyber threats. In addition, the audit committee of the board of directors annually reviews our risk profile with respect to cybersecurity matters. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and reputational damage and the further development and commercialization of our products could be delayed.

While we have not experienced any such system failure, accident or security breach to date, we cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems or other cyber incidents that could have a material adverse effect upon our reputation, business, operations or financial condition. For example, we maintain databases comprised of our SOLO nuclear design technical engineering information and operations information, which have been and will continue to be used to design the SOLO reactors and will be utilized in “digital twin” construction and operations environments to allow for highly efficient construction and operations of these designs. If this database were to be lost or compromised, our ability to efficiently deploy and operate our reactors could be significantly impaired.

Furthermore, significant disruptions of our internal information technology systems or security breaches could result in the loss, misappropriation, and/or unauthorized access, use, or disclosure of, or the prevention of access to, confidential information (including, but not limited to, intellectual property, proprietary business information, and personal information), which could result in financial, legal, business, and reputational harm to us. For example, any such event that leads to unauthorized access, use, or disclosure of personal information, including personal information related to our employees, could harm our reputation directly, compel us to comply with federal and/or state breach notification laws and foreign law equivalents, subject us to mandatory corrective action, and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information, which could result in significant legal and financial exposure and reputational damages that could potentially have an adverse effect on our business.

Our supply base may not be able to scale to the production levels necessary to meet sales projections.

We do not have manufacturing assets and will rely on third party manufacturers and construction firms to build SOLO, fuel fabrication facilities and associated equipment. While we are working to secure and manage sufficient third-party manufacturing capabilities and facilities, these capabilities and the facilities involve risks

including timeline, cost, and financing risk and even if successfully developed, might not be available for our earliest SOLO deployments. Moreover, we are dependent on future supplier capability to meet production demands attendant to our forecasts. If our supply chain cannot meet the schedule demands of the market, our projected sales revenues could be materially impacted.

We rely on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized and are being designed for first-of-a-kind or sole use in the SOLO. We and our third-party vendors may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

We do not directly manufacture any of the components of our MMRs. Our ability to manufacture our MMRs is dependent upon sufficient availability of raw materials and supplied components, including many highly technical components that are still under design, are being designed for first-of-a-kind or sole use in the SOLO and have not yet been qualified for use, are only produced by a limited number of suppliers and may be particularly susceptible to cost increases, supply chain disruptions or inflationary pressures. Any supply chain disruption incurred by our third-party suppliers or degradation in the quality and processes of our manufacturer partners, may result in delays, cost overruns or impairments to the development of our reactors.

Certain materials, such as the graphite used to line our reactor cores, is currently produced in limited number and available predominantly from a number of vendors inside and outside of the United States (e.g., Italy, Germany and Japan). Our current reliance on multi-layered international supply chains to secure raw materials and supplied components exposes us to volatility in the prices and availability of these materials, and may result in our being susceptible to changes in geopolitical relationships. We may not be able to obtain a sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in, or the inability to, manufacture our MMRs or result in increased costs.

Additionally, the imposition of tariffs and impacts of inflation on raw materials or supplied components for our reactors could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner. Such prolonged disruptions could also cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

We depend on key executives and management to execute our business plan and conduct our operations. A departure of key personnel could have a material adverse effect on our business.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineers, manufacturing and quality assurance, finance, marketing and sales personnel. Our senior management team has extensive experience in the energy and manufacturing industries, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

Our business plan requires us to attract and retain qualified personnel including personnel with highly technical expertise. Were we not to be able to successfully recruit and retain experienced and qualified personnel, it could have a material adverse effect on our business.

Our future success depends in part on our ability to contract with, hire, integrate, and retain highly competent nuclear reactor and fuels focused engineers and scientists, and other qualified personnel. Competition for the limited number of these skilled professionals is intense. If we are unable to adequately anticipate our needs for

certain key competencies and implement human resource solutions to recruit or improve these competencies, our business, results of operations and financial condition would suffer. If we are unable to recruit and retain highly skilled personnel, especially personnel with sufficient technical expertise to develop our reactors and fuel, we may experience delays, increased costs and reputational harm.

There is substantial doubt about our ability to continue as a going concern, and we may require additional future funding whether or not the Transactions are completed.

Based on our recurring losses and expectations to incur significant expenses and negative cash flows until at least 2028, management has identified substantial doubt about Terra Innovatum’s ability to continue as a going concern. If we are unable to continue as a going concern, we may be forced to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

To date, we have not generated any material revenue, while we have substantial overhead expenses. We do not expect to generate meaningful revenue unless and until we are able to finalize development of and commercialize SOLO and related services, and we may not be able to do so on our anticipated timetable, if at all. We expect our expenses and capital expenditures to increase in connection with our ongoing activities, including developing and advancing SOLO and other products and services, obtaining NRC design certification approval for SOLO and completing our manufacturing preparation and trials. In addition, upon the completion of the Transactions, we expect to incur additional costs associated with operating as a public company. Certain costs are not reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not guaranteed.

We may also seek to raise capital through private or public equity or debt financings or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our shareholders will experience dilution. If we raise additional capital through debt financing, we may be subject to covenants that restrict our operations including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our securities, make certain investments, and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders and members. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.

We rely heavily on our intellectual property portfolio. Our ability to protect our patents and other intellectual property rights may be challenged and is not guaranteed. If we are unable to protect our intellectual property rights, our business and competitive position may be harmed.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position. We rely upon a combination of the intellectual property protections afforded by patents, trademarks/service marks, copyrights and trade secret laws in the United States and other jurisdictions, as well as commercial agreements such as confidentiality agreements, and license agreements to establish, maintain and enforce rights associated with our MMRs and related proprietary technologies. These measures are aimed at preventing third parties from using, practicing, selling, manufacturing, or otherwise commercially exploiting our MMRs and related technologies, which would erode our competitive position in our market. Our success depends in large part on our ability to obtain and enforce patent protection for our MMRs, as well as our ability to operate without infringing or violating the proprietary rights of others. We either own or have significant license rights to certain intellectual property applicable to our MMRs, including patent rights and pending patent applications on the same, and we will continue to file patent applications claiming new technologies directed to our MMRs in the United States and in other jurisdictions based on several factors including, but not limited to, commercial viability. Monitoring unauthorized use of our intellectual property rights is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient.

As noted above, we also rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and help maintain our business and competitive position. We seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors,

venture partners, employees and consultants, and other third parties. However, we may not be able to prevent the unauthorized disclosure or use of information which we consider to be confidential, our technical know-how or other trade secrets by the parties to these agreements, despite the existence generally of confidentiality provisions and other contractual restrictions. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets is expensive and time consuming, and the outcome is unpredictable. Courts outside the United States are sometimes less willing to protect trade secrets. Additionally, despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered by our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

The patent position of our nuclear power reactors is not a guarantee of protection or rights. During the patent prosecution process, a patent office may require us or our licensors to narrow the scope of the claims of our or our licensors’ pending and future patent applications. This may limit the scope of patent protection and our or our licensors’ ability to assert patent infringement if the patent is subsequently issued. In some cases, a patent may not issue if we or our licensors are unable to overcome rejections from a patent office. By pursuing patent rights by filing a patent, we or our licensors may lose trade secrets that would have otherwise been protected had a patent not been sought and third parties may be able to exploit such published information in our patent application. Additionally, even if we obtain a patent in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a corresponding patent in another jurisdiction (e.g., Italy) as patent laws differ from jurisdiction to jurisdiction. Additionally, maintaining and enforcing patent rights can involve complex legal and factual questions and may be subject to litigation in some cases. For example, third parties may challenge the validity of our or our licensors’ patents based on prior art at a tribunal such as the Patent Trial and Appeal Board at the U.S. Patent and Trademark Office and in a federal court. Because we cannot assure that all of the potentially relevant prior art relating to our patents and patent applications has been found, third parties may prevail in invalidating a patent or preventing a patent application from being issued as a patent. If we or our licensors are able to maintain valid patents or prevail in patent challenges instituted by third parties, we or our licensors may still bear the risk of third parties “designing around” our technologies to avoid an intellectual property infringement claim.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents, published pending patent applications and unpublished pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. In addition to the risk of infringing those patents, those patents may also be used as a basis to invalidate our patents or prevent our patent applications from issuing as patents. Our patents may also be challenged as invalid under other prior art and/or be challenged as unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if our patent applications succeed and we are issued patents in accordance with those applications, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims of any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending patent applications. In addition, patents issued to us may be infringed or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

We currently enjoy only limited geographical protection with respect to certain issued patents and may not be able to protect our intellectual property rights throughout the world.

We do not have worldwide patent rights for our MMRs and related proprietary technologies because there is no such thing as worldwide or “international patent rights.” Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions and their legal systems. Filing, prosecuting and defending patents on our MMRs worldwide can pose several challenges. First, procuring patent rights in multiple jurisdictions would be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees and attorneys’ fees are considered. Once a patent is registered, we or our licensors will also have the continued obligation of paying maintenance fees periodically to avoid patents from becoming abandoned or lapsed. Second, the breadth of claims in patents may vary from jurisdiction to jurisdiction. For instance, certain patent offices may require narrower claims, resulting in patent rights that are less extensive. Further, as noted above, we may not be able to obtain patents in some jurisdictions even if we obtain patents in other jurisdictions. Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. Many countries also limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business and financial condition may be adversely affected.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial fees and costs.

Companies, organizations or individuals, including our existing and future competitors, may hold or obtain patents, trademarks/service marks or other intellectual property rights that would prevent, limit or interfere with our ability to develop our intellectual property and make, use, develop, import, offer to sell or sell our MMRs and related technology, which could make it more difficult for us to operate our company. From time to time, we may receive inquiries from holders of patents or trademarks/service marks inquiring whether we are infringing their proprietary rights and/or seek court declarations that they do not infringe our intellectual property rights. Companies holding patents or other intellectual property rights similar to our technology may bring proceedings alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed a third party’s intellectual property rights, we may be required to do among other things, one or more of the following: (i) cease selling, incorporating or using MMRs that incorporate the challenged intellectual property; (ii) pay substantial damages; (iii) pay for and obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or (iv) redesign part or all of our technology. In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s focus and attention.

We also license patents and other intellectual property from third parties, and we may face claims that the use of this intellectual property infringes the rights of other third parties. In such cases, we may seek indemnification from the licensors under our license contracts with those licensors or other damages. However, our rights to indemnification or damages may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors.

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our MMRs.

We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands of relevant patents worldwide. We also cannot be certain that we have identified each and

every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of our MMRs in any jurisdiction. The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not accepted by a court of competent jurisdiction. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect or inaccurate. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our MMRs.

There are several circumstances under which a patent application may not be published and accessible to us or our licensors. For example, patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, but some patent applications in the United States may be maintained in secrecy until the patents are issued. Publications in the scientific literature also often lag behind actual discoveries. Therefore, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pending applications, or that we were the first to invent the technology or to file a patent application covering the technology. Our competitors may have filed, and may in the future file, patent applications covering our MMRs or technology similar to ours without us knowing. Any such patent application may have priority over our patent applications or patents, which could require us to procure rights to issued patents covering such technologies in order to avoid infringement claims.

We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.

We may be subject to claims that former employees, collaborators, or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor, or a co-inventor. In the latter two cases, the failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our patented technology or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Terra Innovatum’s management has limited experience in operating a public company.

Terra Innovatum’s executive officers have limited experience in the management of a publicly traded company. Terra Innovatum’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of New Terra Innovatum. Terra Innovatum may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for New Terra Innovatum to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that New Terra Innovatum will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Risks Relating to Compliance with Law, Government Regulation and Litigation

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of a novel strain of coronavirus (“COVID-19”), could adversely impact our business operations and our financial results.

If a pandemic, epidemic, or outbreak of an infectious disease, including the resurgence of COVID-19 or the outbreak of a novel strain of COVID-19, or other public health crisis were to affect our markets, facilities or our customers, our business could be adversely affected. The global spread of COVID-19 has disrupted certain aspects of our operations, including the ability of certain of our employees to collaborate in-person, and may adversely impact our business operations and financial results, including our ability to execute on our business strategy and goals. Specifically, the continued spread of COVID-19, the potential future spread of other infectious diseases and related precautionary measures may result in delays or disruptions in our supply chain, delays in the launch or execution of certain of our customers’ projects and a decrease of our operational efficiency in the development of our systems, products, technologies and services. We continue to take measures within our facilities to ensure the health and safety of our employees. These measures include rearranging facilities and work schedules to follow social distancing protocols and undertaking regular and thorough disinfecting of surfaces and tools. However, there can be no assurance that these measures will prevent disruptions due to COVID-19 or other infectious diseases within our workforce. These measures have also resulted in the reduction of operational efficiency within our impacted workforce, and we expect they will continue to do so.

The COVID-19 pandemic has also resulted in, and other infectious diseases could result in, significant disruption and volatility of global financial markets. This disruption and volatility may adversely impact our ability to access capital. In the future, this could negatively affect our liquidity and capital resources. Given the rapid and evolving nature of the impact of the virus, responsive measures taken by governmental authorities and the continued uncertainty about its impact on society and the global economy, we cannot predict the extent to which it will affect our operations, particularly if these impacts persist or worsen over an extended period of time. To the extent COVID-19 adversely affects our business operations and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Our business is subject to the policies, priorities, regulations, mandates of multiple governmental entities and may be negatively or positively impacted by any change thereto.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to use and possession of radioactive materials; design, manufacture, operations, marketing and export of nuclear technologies; employment and labor; tax; data security of the operational and information technology we use; health and safety; zoning and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers, who are also subject to extensive governmental regulation. Our efforts to comply with new and changing laws and regulations may result in increased general and administrative expenses and a diversion of management time and attention. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows, financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, approvals, and/or certifications from regulatory agencies (collectively referred to herein as “regulatory approvals”).

Our MMRs are subject to regulations in all jurisdictions related to nuclear safety, environmental, and financial qualification. Regulatory approvals, such as construction permits and operating licenses issued by the NRC, are necessary for our customers to construct and operate our MMRs. Our plans to deploy MMRs rely on timely receipt of such regulatory approvals in the jurisdictions in which we seek to do business. Such regulatory approval processes may be subject to change, can be technically challenging to address, may result in the imposition of conditions that impact the financial viability of our MMR products, and may also provide opportunities for third parties to lodge objections or seek more stringent requirements for our products.

Lastly, all of our facilities are subject to regulations regarding human health and safety, wastewater, stormwater, air emissions and storage of materials like petroleum. If we fail to comply with these laws and regulations, we could be subject to fines or penalties from local, state, and federal regulators.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Current or potential customers may delay or decrease spending on our products and services as their business and budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

Ongoing global supply chain disruptions have increasingly affected both the availability and cost of raw materials, component manufacturing and deliveries. These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect our business.

We could be subject to stringent export and import control laws and regulations depending on the jurisdictions in which we will operate. Unfavorable changes in these laws and regulations, our failure to secure timely required authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

If and when required, the inability to secure and maintain required export licenses or authorizations could negatively impact our ability to compete successfully or market our MMR technology for commercial applications. If we were unable to obtain authorization to export our technology, hardware, code or technical assistance, we would experience a limited market for our technology, which would provide a competitive edge to international suppliers of MMRs. In both cases, these restrictions could lead to an adverse impact on our ability to sell our commercial technology. Similarly, if we were unable to secure export authorization, we may need to implement design changes to our MMRs to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of new plants and subsequent additional MMRs when ordered.

Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, and loss of export privileges. Any changes in export control regulations may restrict our operations.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our performance or business prospects.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on raw materials or supplied components for our reactors could negatively affect our performance or business prospects.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

We are part of the nuclear power industry, which is highly regulated. Our MMR designs similarly differ from reactors currently in operation, including with respect to potential industrial uses. As a result, the regulatory licensing and approval process for our nuclear power plants may be delayed and made more costly.

The nuclear power industry is highly regulated. All entities that operate nuclear power facilities, fabricate nuclear fuel and transport nuclear materials in the United States are subject to the jurisdiction of the NRC (except for those facilities and applications separately regulated by the DOE), and entities performing the same activities in other countries are subject to regulation by the NRC’s counterparts around the world. Our MMR designs differ in

some respects from the reactors used today at commercial nuclear power facilities. These differences could result in more prolonged and extensive review by the NRC and its counterparts around the world that could cause reactor development program delays and delays in commercialization

Our reactor development timeline relies on the relevant nuclear regulator to accept and approve technical information and documentation about our reactor designs in the course of any design-specific licensing, certification, approval or similar process, or in the course of facility-specific licensing. There is a risk that regulators may require additional information regarding the reactor’s behavior or performance that necessitates additional, unplanned analytical and/or experimental work which could cause schedule delays and require more research and development funding.

These key materials and components may also be particularly vulnerable to inflationary pressures and cost increases.

The equipment, components, and materials used in a nuclear power plant are subject to a heightened level of manufacturing and quality assurance scrutiny, in compliance with NRC regulations, applicable codes and nuclear industry standards. Moreover, it is critical to demonstrate in facility design and development that the materials used in the facility that will be exposed to radiation will perform in accordance with necessary design parameters. The heightened manufacturing and quality assurance requirements and regulatory oversight limit the number of potential suppliers from whom we can procure many types of equipment, components, and materials used in our reactors, as well as the types of facilities where we can test certain materials. These suppliers and the key materials and essential components may be particularly vulnerable to price increases, as a result of supply and demand dynamics, inflation and other price pressures. As a result, supplier delays, unexpected performance testing results, issues in the manufacturing process or procuring necessary materials, international procurement needs, regulatory compliance issues, component qualification issues or delays, increases in costs as a result of inflation or otherwise, and geopolitical considerations can all impact our ability to perform necessary R&D, assist a customer in licensing a reactor, construct and assist customers in operating a Terra Innovatum reactor design. This could impact our project timelines and costs, as well as affect potential customer interest in our reactors.

The public has the ability to intervene in licensing proceedings before the NRC for a reactor.

Under the Atomic Energy Act and the implementing NRC regulations, members of the public, state, or tribal governments may request a public hearing opposing the issuance of any NRC permit or license, or challenging portions of the license or permit application or of the NRC’s review. Certain NRC actions also include provision for a mandatory administrative hearing regardless of whether any contentions are submitted in conjunction with the action. These hearing processes may delay or prevent the issuance of required regulatory approvals (e.g., permits or licenses) for a customer’s MMR.

The SOLO designs have not yet been approved or licensed for use at any site by the NRC, and approval or licensing of these designs is not guaranteed.

Terra Innovatum submitted its regulatory engagement plan to the NRC in January 2025. Notwithstanding these actions, the SOLO designs have yet been licensed, certified or approved by the NRC, and no currently operating NRC-regulated reactor uses technology we use in SOLO.

If the NRC disagrees with our, or our customers’, licensing approach or the technical bases supporting the nuclear safety and environmental impact evaluations, the construction and operating license application processes could take longer than currently expected, or a license may not be granted at all, which could materially and adversely affect our business. Further, the NRC could impose conditions in a license that are not acceptable to us or our customers, which could materially and adversely affect our business. Any delays, conditions or unexpected requirements may increase costs for us or our customers and may result in uncertainty regarding the ability to deploy our technology in a predictable way, which may adversely impact our competitiveness.

Even if the SOLO is licensed in the United States, we must still obtain approvals on a country-by-country basis to deploy these reactor technologies, which approvals may be delayed or denied or which may require modification to our design.

Even if the SOLO is licensed, certified and/or approved in the United States, if we are to deploy our technology in other countries, we must first obtain regulatory approvals for our technology in those countries. The regulatory framework to obtain approvals is complex, varies from country to country, and may involve authorities on a sub-national or local level. Timelines are likely to be longer for initial deployments of our technology in any jurisdiction, as regulatory agencies may not be familiar with our technology and how it differs from the technology used in legacy nuclear power facilities. Moreover, other countries’ approval processes may differ markedly from the NRC process, or they may require that we alter aspects of our design before providing approval. Denial or delay in approvals abroad could materially and adversely affect our business outside of the United States.

Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous and radioactive materials and waste and remediation of releases of hazardous materials. Although Terra Innovatum’s business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products or demand for our products from our customers, which could materially and adversely affect our business, financial condition and results of operations.

Our MMRs may not qualify as low-emissions or emissions-free pursuant to regulatory or incentive frameworks that consider emissions on a lifecycle basis or that otherwise account for fuel-cycle emissions or energy consumption.

While our MMRs generate no air emissions during operations, including no so-called greenhouse gases, our MMRs may nonetheless not qualify as providers of emissions-free, carbon-free, low-carbon or similar generating resources under emissions-limitation schemes that assess emissions on a lifecycle basis or that otherwise consider emissions from energy consumed in our fuel cycle. The failure of our MMRs to qualify for inclusion in emissions reduction or climate change related emissions control schemes, or emissions-based incentive programs may result in higher costs or lower revenues for us or our customers, and may adversely impact the demand for our products from our customers, which could materially and adversely affect our business, financial condition and results of operations.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, from time to time, we may settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

New Terra Innovatum’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business.

Terra Innovatum is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, upon the consummation of the Business Combination, New Terra Innovatum will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Terra Innovatum as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New Terra Innovatum management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, and our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting at such time as it is required to do so, and material weaknesses in our internal control over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and shareholders, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our ordinary shares price and adversely affect our business, financial condition and results of operations. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the exchange upon which our securities are listed or other regulatory authorities, which would require additional financial and management resources.

Risks Relating to Terra Innovatum’s Capital Resources

Our business requires substantial investment.

At the time of the Business Combination, the aggregate capital anticipated to be held by us will not be sufficient to finance the total capital required for the business plan. To the extent we have significant redemptions in connection with this Business Combination or are unable to raise the level of capital we contemplate as part of the Business Combination, we will be required to make significant adjustments to our business plans in light of our available capital resources. For example, we will have to reduce future costs, which could materially impact our business plan, including potentially requiring us not to not pursue some of our other strategic objectives and/or limit the resources available to further develop our design, sales and manufacturing efforts.

In order to fulfill our business plan, we will require additional funding. To the extent we require such additional investor funding in the future, such funding may be dilutive to our investors and no assurances can be provided as to terms of any such funding. Any such funding and the associated terms will be highly dependent upon market conditions and the progress of our business at the time we seek such funding. The terms of any financing that we pursue may be less favorable than previously anticipated and could become even less favorable depending on the amount of funds we may require.

Our business is capital intensive. We expect that significant additional capital will be needed in the future to continue our planned operations, including commercialization efforts, expanded research and development activities and costs associated with operating a public company. To raise capital, we may enter into financing arrangements that may be costly or impose certain restrictive covenants or otherwise restrict our ability to seek additional leverage or financing. We may also seek to sell ordinary shares, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell ordinary shares, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights, preferences and privileges senior to the holders of our ordinary shares. Pursuant to the New Terra Innovatum Incentive Plan, which will become effective upon the Closing, our board is authorized to grant compensatory equity awards to our employees, directors and consultants. If the number of shares reserved under our New Terra Innovatum Incentive Plan is increased pursuant to the terms of the New Terra Innovatum Incentive Plan, our shareholders may experience additional dilution, which could cause our stock price to fall. Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our ordinary shares to decline.

Our corporate expenditures, including our corporate level expenses, are subject to numerous risks and uncertainties.

Our current and future operating expenses are uncertain and impacted by various factors outside of our control, including rising costs and other impacts of inflation, evolving regulatory requirements, raw material availability, global conflicts, global supply chain challenges and component manufacturing and testing uncertainties, among other factors. Accordingly, it is possible that our overall expenses and related outspend could be higher than the levels we currently estimate, and any increases could have a material adverse effect on our business, financial condition and results of operations.

We may experience a disproportionately higher impact from inflation and rising costs.

Recently, inflation has increased. Inflation has resulted in, and may continue to result in, higher interest rates and capital costs, higher shipping costs, higher material costs, supply shortages, increased costs of labor and other similar effects. Although the impact of material cost, labor, or other inflationary or economically driven factors will impact the entire nuclear and energy transition industry (including renewable sources of electricity, like solar and wind), the relative impact may not be the same across the industry, and the particular effects within the industry will depend on a number of factors, including material use, design, structure of supply agreements, project management and others, which could result in significant changes to the competitiveness of our technology and our ability to sell SOLO reactors, which could have a material adverse effect on our business, financial condition and results of operations.

If we incur indebtedness in the future, we could be exposed to risks that could adversely affect our business, financial condition and results of operations.

In the future, we may incur additional indebtedness. Our indebtedness could have significant negative consequences for our security holders, business, results of operations and financial condition by, among other things:

•        increasing our vulnerability to adverse economic and industry conditions;

•        limiting our ability to obtain additional financing;

•        requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

•        limiting our flexibility to plan for, or react to, changes in our business; and

•        placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay any additional indebtedness that we may incur. Any future indebtedness that we may incur may contain financial and other restrictive covenants that will limit our ability to operate our business, raise capital or make payments under our indebtedness. If we fail to comply with such covenants or to make payments under any of our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full and cross-default or cross-acceleration under our other indebtedness and other liabilities.

Our actual operating results may differ significantly from our guidance.

From time to time, we may release guidance in our quarterly earnings releases, quarterly earnings conference calls, or otherwise once we are a public company, regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, will be based on projections prepared by our management. These projections are not expected to be prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party is expected to comply or examine the projections. Accordingly, no such person is expected to express any opinion or any other form of assurance with respect to the projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control, and are based upon specific assumptions with respect to future business decisions, some of which will change. Any material change to the assumptions or estimates underlying the projections management prepares, or any material overruns or other unexpected increase in costs, could have a material adverse effect on the projections and the guidance on which it is based. The rapidly evolving market in which we operate may make it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed. However, actual results will vary from our guidance and the variations may be material. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook as of the date of release with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons. Investors are urged not to rely upon our guidance in making an investment decision regarding our ordinary shares.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material.

Our financial results may vary significantly from quarter to quarter.

We expect our revenue and operating results to vary from quarter to quarter. We may incur significant operating expenses during the start-up and early stages of contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses when contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired.

Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section and the following factors, among others:

•        the terms of customer contracts that affect the timing of revenue recognition;

•        variability in demand for our services and solutions;

•        commencement, completion or termination of contracts during any particular quarter;

•        timing of award or performance incentive fee notices;

•        timing of significant bid and proposal costs;

•        the costs of remediating unknown defects, errors or performance problems of our product offerings;

•        restrictions on and delays related to the export of nuclear articles and services;

•        costs related to government inquiries;

•        strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

•        strategic investments or changes in business strategy;

•        changes in the extent to which we use subcontractors;

•        seasonal fluctuations in our staff utilization rates;

•        changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and

•        the length of sales cycles.

Significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any.

If we experience significant fluctuations in our operating results and rate of growth and fail to meet revenue and earnings expectations, our stock price may fall rapidly and without advance notice.

Due to our limited operating history, our unproven and evolving business model and the unpredictability of our emerging industry, we may not be able to accurately forecast our rate of growth. We base our current and future expense levels and our investment plans on estimates of future revenue and future rate of growth. Our expenses and investments are, to a large extent, not fixed and we expect that these expenses will increase in the future. We may not be able to adjust our spending quickly enough if our revenue falls short of our expectations.

Our results of operations depend on both the growth of demand for the products and services we are going to offer in future and the general economic and business conditions throughout the world. A softening of demand for our products and services for any reason will harm our operating results. Terrorist attacks, armed hostilities and wars in the past created, and may in the future create economic and business uncertainty that may also adversely affect our results of operations.

Our revenue and operating results may also fluctuate due to other factors, including:

•        our ability of the design, developing, manufacturing and sales of smaller, cheaper, and safer advanced clean energy solutions, including nuclear reactors.

•        assumptions relating to the size of the market for our nuclear reactors.

•        unanticipated regulations of nuclear energy that add barriers to our business and have a negative effect on our operations.

•        our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing.

•        new product and service introductions by our competitors.

•        technical difficulties or interruptions in our service.

•        general economic conditions in our geographic markets.

•        additional investment in our service or operations.

•        regulatory compliance costs.

As a result of these and other factors, we expect that our operating results may fluctuate significantly on a quarterly basis. We believe that period-to period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We prepare our financial statements in accordance with U.S. GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to business acquisitions, revenue recognition, recoverability of assets including customer receivables, contingencies, valuation of financial instruments, stock-based compensation and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our financial statements.

Our ability to pay dividends may be limited and the level of future dividends is subject to change.

We do not expect to pay dividends for the foreseeable future. Payment of dividends on our shares in the future will be subject to business conditions, financial conditions, earnings, cash balances, commitments, strategic plans and other factors that the Board of Directors may deem relevant at the time it recommends approval of the dividend. Any dividend policy, once adopted, will be subject to change based on changes in statutory requirements, market trends, strategic developments, capital requirements and a number of other factors. In addition, under the Articles of Association and Dutch law, dividends may be declared on the Ordinary Shares only if the amount of equity exceeds the paid up and called up capital plus the reserves that have to be maintained pursuant to Dutch law or the Articles of Association. Further, even if we are permitted under the Articles of Association and Dutch law to pay cash dividends on our shares, we may not have sufficient cash to pay dividends in cash on our shares. We will be a holding company and our operations will be carried out through our subsidiaries. As a result, our ability to pay dividends will primarily depend on the ability of our subsidiaries to generate earnings and to provide us with the necessary financial resources.

It may be difficult to enforce U.S. judgments against us.

Following the Business Combination, we will be a company incorporated under the laws of the Netherlands, and a substantial portion of our assets will be outside of the United States. Most of our directors and senior management will be resident outside the United States, and all or a substantial portion of our respective assets may be located outside the United States. As a result, it may be difficult for U.S. investors to effect service of process within the United States upon these persons. It may also be difficult for U.S. investors to enforce within the United States judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts outside the United States would recognize or enforce judgments of U.S. courts obtained against us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Therefore, it may be difficult to enforce U.S. judgments against us, our directors and officers and independent auditors.

Fluctuations in Foreign Currency Exchange Rates and Withholding Taxes May Adversely Affect Our Results of Operations and Cash Flows

The financial statements included in this registration statement are presented in U.S. dollars, while a substantial portion of Terra Innovatum Global S.r.l.’s revenues, expenses and capital expenditures are denominated in euros. Accordingly, we are exposed to fluctuations in the euro/U.S. dollar exchange rate, which may have a material adverse effect on our results of operations and cash flows. For example, a strengthening of the U.S. dollar against the euro would reduce the reported U.S. dollar value of our euro-denominated revenues and assets, while a weakening of the U.S. dollar would increase the U.S. dollar value of our euro-denominated expenses and liabilities. Although we may enter into hedging arrangements to partially mitigate foreign currency risk, such transactions may not fully offset adverse movements, may entail significant costs and may expose us to additional risks, including counterparty credit risk and accounting volatility.

In addition, under Italian law, payments of dividends and interest by our Italian subsidiaries to U.S. or other non-Italian shareholders may be subject to withholding taxes at rates up to 26% unless reduced by an applicable tax treaty. Such withholding could reduce the net amount of cash available for distribution to our shareholders, adversely impact the attractiveness of our ordinary shares to certain investors and, in certain circumstances, require us to incur additional costs to secure treaty relief or obtain tax indemnities. Any changes in Italian or U.S. withholding tax rates, amendments to existing treaties or interpretations by tax authorities could further increase our tax burden and reduce the value of your investment.

Risks Related to the Business Combination and GSR III

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to GSR III prior to the consummation of the Business Combination.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how GSR III’s public shareholders vote.

The Sponsor and each director and officer of GSR III have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in the case of the Sponsor, subject also to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy

statement/prospectus, the Sponsor owns 20% of GSR III’s issued and outstanding GSR III Ordinary Shares. The Business Combination is not structured so that approval of at least a majority of unaffiliated public shareholders of GSR III is required.

We may be forced to close the Business Combination even if we determined it is no longer in our shareholders’ best interest.

Our public shareholders are protected from a material adverse event of Terra Innovatum arising between the date of the Business Combination Agreement and the Closing primarily by the right to redeem their public shares for a pro rata portion of the funds held in the trust account, calculated as of two business days prior to the vote at the extraordinary general meeting. Accordingly, if a material adverse event were to occur after approval of the Condition Precedent Proposals at the extraordinary general meeting, we may be forced to close the Business Combination even if we determine it is no longer in our shareholders’ best interest to do so (as a result of such material adverse event) which could have a significant negative impact on our business, financial condition or results of operations.

Additionally, if we do not obtain shareholder approval at the extraordinary general meeting, Terra Innovatum can obligate us to hold additional extraordinary general meetings to vote on the Proposals until the earlier of such shareholder approval being obtained and December 31, 2025. This could limit our ability to seek an alternative business combination that our shareholders may prefer after such initial vote.

Since the Sponsor and GSR III’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Terra Innovatum is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of GSR III’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and GSR III’s directors and officers have interests in such proposal that are different from, or in addition to, those of GSR III shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        Prior to GSR III’s initial public offering, the Sponsor purchased 5,750,000 GSR III Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.005 per share. As a result of the significantly lower investment per share of our Sponsor as compared with the investment per share of our public shareholders, a transaction which results in an increase in the value of the investment of the Sponsor may result in a decrease in the value of the investment of our public shareholders. In addition, if GSR III does not consummate a business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,000,000 GSR III Class B ordinary shares owned by the Sponsor would be worthless because following the redemption of the public shares, GSR III would likely have few, if any, net assets and because the Sponsor and GSR III’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any GSR III Class A ordinary shares and GSR III Class B ordinary shares held by it or them, as applicable, if GSR III fails to complete a business combination within the required period.

•        GSR III’s directors and executive officers, also have a direct or indirect economic interest in such 5,750,000 GSR III Class B ordinary shares owned by the Sponsor. The 5,750,000 PubCo Ordinary Shares into which the 5,750,000 GSR III Class B ordinary shares held by the Sponsor will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of $65.1 million based upon the closing price of $11.32 per public share on Nasdaq on June 23, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such PubCo Ordinary Shares will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, GSR III believes such shares have less value.

•        GSR III’s existing directors and officers will be eligible for continued indemnification and continued coverage under GSR III’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement.

•        In order to protect the amounts held in GSR III’s trust account, the Sponsor has agreed that it will be liable to GSR III if and to the extent any claims by a third party for services rendered or products sold to GSR III, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, less taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of GSR III’s initial public offering against certain liabilities, including liabilities under the Securities Act.

•        GSR III’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination. However, if GSR III fails to consummate a business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), they will not have any claim against the trust account for reimbursement. Accordingly, GSR III may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by such date.

•        Pursuant to the Registration Rights Agreement, the Sponsor, certain members of Terra Innovatum and the will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties upon the Closing.

The existence of financial and personal interests of one or more of GSR III’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of GSR III and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, GSR III’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “— Interests of GSR III’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor as well as GSR III’s directors and officers may have influenced their motivation in identifying and selecting Terra Innovatum as a business combination target, completing an initial business combination with Terra Innovatum and influencing the operation of the business following the initial business combination. In considering the recommendations of GSR III’s board of directors to vote for the proposals, its shareholders should consider these interests.

The exercise of GSR III’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in GSR III’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require GSR III to agree to amend the Business Combination Agreement, to consent to certain actions taken by Terra Innovatum or to waive rights that GSR III is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Terra Innovatum’s business or a request by Terra Innovatum to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement. In any of such circumstances, it would be at GSR III’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for GSR III and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, GSR III does not believe there will be any changes or waivers that GSR III’s directors and executive officers would be likely to make after shareholder approval of the BCA Proposal has been obtained. While certain changes could be made

without further shareholder approval, GSR III will circulate a new or amended proxy statement/prospectus and resolicit GSR III’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the BCA Proposal.

GSR III and Terra Innovatum will incur significant transaction and transition costs in connection with the Business Combination.

GSR III and Terra Innovatum have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company upon the Closing. GSR III and Terra Innovatum may also incur additional costs to retain key employees. Certain transaction costs incurred in connection with the Business Combination Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by PubCo upon the Closing.

The announcement of the proposed Business Combination could disrupt Terra Innovatum’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Terra Innovatum’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect PubCo’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, business partners and other parties with which Terra Innovatum maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Terra Innovatum or fail to extend an existing relationship with PubCo; and

•        Terra Innovatum has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Terra Innovatum and, in the future, PubCo’s results of operations and cash available to fund its business.

Subsequent to the consummation of the Business Combination, PubCo may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and its share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Terra Innovatum has identified all material issues or risks associated with Terra Innovatum, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of Terra Innovatum’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or PubCo. Additionally, we have no indemnification rights against the Terra Innovatum Stockholders under the Business Combination Agreement and all of the purchase price consideration will be delivered at the Closing.

Accordingly, any shareholders of GSR III who choose to remain PubCo stockholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The historical financial results of Terra Innovatum and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what PubCo’s actual financial position or results of operations would have been.

The historical financial results of Terra Innovatum included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone public company during the periods presented or those PubCo will achieve in the future.

This is primarily the result of the following factors: (i) PubCo will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) PubCo’s capital structure will be different from that reflected in Terra Innovatum’s historical financial statements. PubCo’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare PubCo’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, GSR III being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Terra Innovatum on the Closing Date and the number of GSR III Class A ordinary shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of PubCo’s future operating or financial performance and PubCo’s actual financial condition and results of operations may vary materially from PubCo’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Following the consummation of the Business Combination, PubCo’s only significant asset will be its ownership interest in Terra Innovatum and such ownership may not be sufficient to satisfy our financial obligations.

Upon the Closing, PubCo will have no direct operations and no significant assets other than its ownership of Terra Innovatum and of GSR III. GSR III and our shareholders, the Terra Innovatum quotaholders, and directors and officers of Terra Innovatum and its affiliates will become shareholders of PubCo. We will depend on Terra Innovatum for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to PubCo Ordinary Shares. The financial condition and operating requirements of Terra Innovatum may limit our ability to obtain cash from Terra Innovatum. The earnings from, or other available assets of, Terra Innovatum may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on PubCo Ordinary Shares or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.

We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.

The Business Combination Agreement provides that the parties’ obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, the GSR III Available Cash Condition is satisfied.

If such condition is not met, and such condition is not or cannot be waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. The Business Combination Agreement also contains a mutual condition that GSR III as of the Closing, GSR III shall have net tangible assets of at least $5,000,001. This is also a requirement under GSR III Organizational Documents.

There can be no assurance that any of the parties would waive the GSR III Available Cash Condition. Furthermore, as provided in the GSR III Organization Documents, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

If such conditions are waived and the Business Combination is consummated with less than the GSR III Available Cash Condition in the trust account, the cash held by PubCo and its subsidiaries (including Terra Innovatum) in the aggregate, after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us in the future (other than our Sponsor’s commitment to provide us loans in order to finance transaction costs in connection with a business combination). The additional exercise of redemption rights with respect to a large number of our public shareholders may make us unable to take such actions as may be desirable in order to optimize the capital structure of PubCo after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

If GSR III is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for GSR III to complete its initial business combination.

If GSR III is deemed to be an investment company under the Investment Company Act, its activities may be restricted, including:

•        restrictions on the nature of its investments; and

•        restrictions on the issuance of securities, each of which may make it difficult to complete its initial business combination.

In addition, GSR III may have imposed upon it burdensome requirements, including:

•        registration as an investment company;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless GSR III can qualify for an exclusion, GSR III must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. GSR III’s business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. GSR III does not plan to buy businesses or assets with a view to resale or profit from their resale. GSR III does not plan to buy unrelated businesses or assets or to be a passive investor.

GSR III does not believe that its anticipated principal activities will subject it to the Investment Company Act. To this end, the proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that GSR III might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that GSR III holds investments in the trust account, GSR III may, at any time (and will no later than 15 months (or up to 18 months with extensions) from the closing of this offering) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.

Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), GSR III intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The IPO of GSR III was not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of its initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to its amended and restated certificate of incorporation prior thereto or to redeem 100% of its public shares if GSR III does not complete its initial business combination within the completion window; or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of this offering, its return of the funds held in the trust account to its public stockholders as part of its redemption of the public shares.

On January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), effective as of 125 days following the publication of the 2024 SPAC Rules in the Federal Register. The 2024 SPAC Rules, among other items, could impact the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2024 SPAC Rules may materially adversely affect its business, including its ability to negotiate and complete, and the costs associated with, its initial business combination, and results of operations.

If GSR III were deemed to be an unregistered investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which GSR III has not allotted funds and could increase the costs and time needed to complete a business combination or impair its ability to complete a business combination. If GSR III has not completed its initial business combination within the required time period, and as a result wind down its operations, investors will lose the investment opportunity in the target business and any price appreciation in the combined company, its public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of its trust account and its public warrants and public rights will expire worthless. If its facts and circumstances change over time, we will update its disclosure to reflect how those changes impact the risk of being considered as operating an unregistered investment company.

Certain insiders may elect to purchase shares from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding GSR III or its securities and subject to applicable securities laws, the GSR III Initial Shareholders, Terra Innovatum and/or their respective directors, officers, advisors or Affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of Class A Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the GSR III Initial Shareholders, Terra Innovatum and/or their respective directors, officers, advisors or Affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal and Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued Class A Shares present in person or represented by proxy at the General Meeting and entitled to vote on such matter, (ii) the Merger Proposal is approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Class A Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) otherwise limit the number of public shares electing to redeem and (iv) GSR III’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) be at least $5,000,001 after giving effect to the Conversion, the Merger and Terra Pre-Closing Restructuring.

Entering into any such arrangements may have a depressive effect on the price of the Class A Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either at or prior to the Business Combination.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price per unit in GSR III’s initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, less taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, GSR III files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

The issuance of additional ordinary shares will significantly dilute the equity interests of existing holders of GSR III securities and may adversely affect prevailing market prices for our public shares.

There can be no assurance that the shares of PubCo Ordinary Shares that will be issued in connection with the Business Combination will be approved for listing on Nasdaq upon the Closing, or that PubCo will be able to comply with the continued listing rules of Nasdaq.

GSR III’s units, public shares and rights are currently listed on Nasdaq. The continued eligibility for listing of PubCo’s securities may depend on, among other things, the number of our shares that are redeemed. If, after the Business Combination, Nasdaq delists the shares of PubCo Ordinary Shares from trading on its exchange for failure to meet its listing rules, PubCo and its shareholders could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that PubCo Ordinary Shares is a “penny stock” which will require brokers trading in shares of PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” The PubCo Ordinary Shares are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if PubCo’s securities were no longer listed on Nasdaq, such securities would not qualify as covered securities and PubCo would be subject to regulation in each state in which it offers its securities.

The Merger may be a taxable transaction for U.S. federal income tax purposes to U.S. holders of GSR III Class A Ordinary Shares.

In the opinion of Latham & Watkins LLP, counsel to GSR III, the Terra Pre-Closing Restructuring and the Merger, taken together with other relevant transactions, should qualify as exchanges described in Section 351 of the Code for U.S. federal income tax purposes, subject to the assumptions, qualifications and limitations described herein and in the opinion included as Exhibit 8.1 hereto. If the Merger so qualifies, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) generally should not recognize any gain or loss for U.S. federal income tax purposes on the receipt of PubCo Ordinary Shares in exchange for GSR III Class A Ordinary Shares, subject to Section 367(a) of the Code and the PFIC rules. However, because the provisions of Section 351 of the Code are complex and qualification thereunder could be adversely affected by events or actions that occur following the Business Combination that are beyond the control of GSR III or PubCo, the qualification of the Merger for tax deferral under Section 351 of the Code is not free from doubt. For example, if more than 20% of the PubCo Ordinary Shares are subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Business Combination, one of the requirements for Section 351 treatment may not be satisfied. If the Merger does not qualify for tax-deferred treatment under Section 351 of the Code, or if the Merger fails to qualify for tax-deferred treatment as a result of the application of Section 367(a) Code or the PFIC rules, the Merger would be a taxable transaction to U.S. holders of GSR III Class A Ordinary Shares.

For a more complete discussion of the U.S. federal income tax considerations of the Merger, including Section 367(a) of the Code and the PFIC rules, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. holders.”

The PFIC status of GSR III and/or PubCo could result in adverse U.S. federal income tax consequences to U.S. holders.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Cash and cash equivalents generally are passive assets. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.

Because GSR III is a blank check company with no current active business (as determined for purposes of the PFIC rules), GSR III believes that it is likely a PFIC for its current taxable year. The rules dealing with mergers of PFICs are complex and subject to potentially adverse U.S. federal income tax consequences. All U.S. holders

are urged to consult their tax advisors concerning the consequences to them of the PFIC rules in the context of the Merger. See “Material U.S. Federal Income Tax Considerations — U.S. holders — Passive Foreign Investment Company Rules” for more detail regarding the U.S. federal income tax consequences related to the application of the PFIC rules to the Merger.

Following the Business Combination, the annual PFIC income and asset tests in respect of PubCo will be applied based on the assets and activities of the combined business. Based on the expected composition of PubCo’s gross assets and income and the manner in which PubCo expects to operate its business in future years, PubCo does not expect to be classified as a PFIC for U.S. federal income tax purposes for PubCo’s current taxable year or in the foreseeable future. However, changes in the composition of PubCo’s income or composition of PubCo’s assets may cause PubCo to be or become a PFIC for the current or subsequent taxable years. Whether PubCo is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

If PubCo is treated as a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder, such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. For a further discussion, see “Material U.S. Federal Income Tax Considerations.” U.S. holders are strongly encouraged to consult their own advisors regarding the potential application of these rules to the ownership of PubCo Ordinary Shares.

If a U.S. person is treated as owning at least 10% of the stock of PubCo, such person may be subject to adverse U.S. federal income tax consequences.

If a U.S. holder is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the stock of PubCo, such holder may be treated as a “United States shareholder” with respect to each of PubCo and its direct and indirect subsidiaries (the “PubCo Group”) that is a “controlled foreign corporation,” (a “CFC”), for U.S. federal income tax purposes. A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. If the PubCo Group includes one or more U.S. subsidiaries, certain of PubCo’s non-U.S. subsidiaries could be treated as CFCs regardless of whether PubCo is treated as a CFC. Immediately following the consummation of the Business Combination, the PubCo Group will include a U.S. subsidiary.

If PubCo or any of its non-U.S. subsidiaries is a CFC, 10% “United States shareholders” will be subject to adverse income inclusion and reporting requirements with respect to such CFC. No assurance can be provided that PubCo will assist holders in determining whether it or any of its non-U.S. subsidiaries is treated as a CFC or whether any holder is treated as a United States shareholder with respect to any of such CFCs or furnish to any holder information that may be necessary to comply with reporting and tax payment obligations with respect to such CFCs.

Additional Risks Related to Ownership of PubCo Ordinary Shares Following the Business Combination and PubCo Operating as a Public Company

PubCo does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, PubCo currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be dependent, among other things, upon PubCo’s depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects as well as compliance with PubCo Articles of Association and Dutch law.

If analysts do not publish research about PubCo’s business or if they publish inaccurate or unfavorable research, PubCo’s stock price and trading volume could decline.

The trading market for the ordinary shares of PubCo will depend in part on the research and reports that analysts publish about its business. PubCo does not have any control over these analysts. If one or more of the analysts who cover PubCo downgrade its ordinary shares or publish inaccurate or unfavorable research about its

business, the price of its ordinary shares would likely decline. If few analysts cover PubCo, demand for its ordinary shares could decrease and its ordinary shares price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering PubCo in the future or fail to publish reports on it regularly.

PubCo may be subject to securities litigation, which is expensive and could divert management attention.

The market price of PubCo Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

PubCo may be the target of this type of litigation in the future. Securities litigation against PubCo could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of PubCo Ordinary Shares after the consummation of the Business Combination may cause the market price of PubCo’s securities to drop significantly, even if PubCo’s business is doing well.

Pursuant to the Registration Rights Agreement, after the consummation of the Business Combination and subject to certain exceptions, the Sponsor and the Terra Innovatum Quotaholders will be contractually restricted from selling or transferring any of its ordinary shares. Such restrictions begin at Closing and end on (i) for the Lock-up Shares held by the Terra Innovatum Quotaholders (the “Terra Lock-Up Shares”) and (ii) for the Sponsor Lock-Up Shares, (i) 25% of the Terra Lock-Up Shares and Sponsor Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $12.00 or PubCo issuing its first quarterly earnings release that occurs at least 120 days after the Closing, (ii) an additional 25% of the Terra Lock-Up Shares and Sponsor Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $14.00 or PubCo issuing its second quarterly earnings release that occurs at least 120 days after the Closing, (iii) a further 25% of the Terra Lock-Up Shares and Sponsor Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $16.00 or PubCo issuing its third quarterly earnings release that occurs at least 120 days after the Closing and (iv) all the remaining Terra Lock-Up Shares and Sponsor Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $18.00 or PubCo issuing its fourth quarterly earnings release that occurs at least 120 days after the Closing.

The shares held by Sponsor and the Terra Innovatum Quotaholders may be sold after the expiration of the applicable lock-up period under the Registration Rights Agreement and Proposed Bylaws. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in PubCo’s share price or the market price of PubCo ordinary shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from PubCo’s business operations.

As a public company, PubCo will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, PubCo will incur significant legal, accounting and other expenses that Terra Innovatum did not previously incur. PubCo’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in PubCo incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for PubCo to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for PubCo to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

PRICE RANGE OF SECURITIES AND DIVIDENDS

GSR III

GSR III Class A Ordinary Shares, GSR III Public Units and GSR III Rights are currently listed on Nasdaq under the symbols “GSRT,” “GSRTU” and “GSRTR,” respectively. The GSR III Public Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, PubCo Ordinary Shares will be listed on Nasdaq under the symbols “NKLR.”

The closing price of the GSR III Public Units, GSR III Class A Ordinary Shares and GSR III Rights on April 18, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.22, $10.04 and $1.38, respectively.

Holders of the GSR III Public Units, GSR III Class A Ordinary Shares and GSR III Rights should obtain current market quotations for their securities. The market price of GSR III’s securities could vary at any time before the Business Combination.

Holders

As of the date of this proxy statement/prospectus there was one holder of record of GSR III Public Units, one holder of record of GSR III Class A Ordinary Shares, four holders of record of Class B Shares and two holders of record of GSR III Rights (one of whom was a public holder). The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose GSR III Public Units, GSR III Class A Ordinary Shares and GSR III Rights are held of record by banks, brokers and other financial institutions.

Dividends

GSR III has not paid any cash dividends on the GSR III Class A Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. Assuming the Business Combination is consummated, the payment of cash dividends in the future will be dependent, among other things, upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination, as well as compliance with the PubCo Articles of Association and Dutch law. The payment of any dividends following the Conversion will be subject to the relevant provisions of the Terra Innovatum Articles of Association. See also “Description of Terra Innovatum Securities — Dividends and Other Distributions.” The ability of Terra Innovatum to declare dividends may also be limited by the terms of financing or other agreements entered into by Terra Innovatum from time to time.

PubCo

Historical market price information for PubCo Ordinary Shares is not provided because there is no public market for Ordinary Shares. See “Terra Innovatum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

GENERAL MEETING OF GSR III SHAREHOLDERS

GSR III is furnishing this proxy statement/prospectus to GSR III shareholders as part of the solicitation of proxies by the GSR III Board for use at the General Meeting of GSR III Shareholders to be held on            , 2025, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement/prospectus is being first mailed on or about            , 2025 to all shareholders of record of GSR III as of            , 2025, the record date for the General Meeting. All shareholders of record who owned GSR III Class A Ordinary Shares at the close of business on the record date are entitled to receive notice of, attend and vote at the General Meeting. On the record date, there were            GSR III Class A Ordinary Shares outstanding, of which            are public shares and 5,750,000 are Founder Shares held by the GSR III Initial Shareholders.

Date, Time and Place of General Meeting

The General Meeting will be held on            , 2025 at            , Eastern Time, at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, CA 90067 and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Proposals at the General Meeting

At the General Meeting, GSR III shareholders will vote on the following three proposals:

(1)    Business Combination Proposal — to consider and vote upon a proposal by ordinary resolution that the Business Combination Agreement (a draft of which is attached to the accompanying proxy statement/prospectus as Annex A) and the consummation of the transactions contemplated thereby be authorized, approved and confirmed in all respects (Proposal No. 1).

(2)    Merger Proposal — to consider and vote upon a proposal by special resolution that the Plan of Merger in the form tabled to the General Meeting (a draft of which is attached to the accompanying proxy statement/prospectus as Annex B) pursuant to which (i) Terra Innovatum will cause to be formed New TopCo, (ii) Terra Innovatum will effectuate the Contribution, (iii) Terra Innovatum will become a wholly owned subsidiary of New TopCo, (iv) New TopCo will convert into PubCo, (v) New TopCo will establish Terra MergerCo as a direct wholly owned subsidiary of New TopCo (vi) and Terra MergerCo will effectuate the Merger with GSR III as the surviving company in the merger and, after giving effect to the Merger and the related share exchange, GSR III will become a wholly owned Subsidiary of New TopCo (New TopCo as publicly traded company hereby referred to as “PubCo”) and each issued and outstanding GSR III Ordinary Share will be exchanged into one PubCo Ordinary Share, so that all the rights and obligations of GSR III will be assumed by PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, and the consummation of the merger and the remaining transactions contemplated thereby, be authorized, approved and confirmed in all respects; and GSR III be authorized to enter into the Plan of Merger. (Proposal No. 2).

(3)    Adjournment Proposal — to consider and vote upon a proposal by ordinary resolution to adjourn the General Meeting to a later date or dates (A) in order to solicit additional proxies for the purpose of obtaining GSR III shareholder approval of the transaction proposals to be voted upon at the General Meeting, (B) if as of the time for which the General Meeting is scheduled, there are insufficient GSR III Class A Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the General Meeting, (C) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that GSR III has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the GSR III shareholders prior to the General Meeting, (D) if GSR III shareholders redeem an amount of GSR III Class A Ordinary Shares such that the GSR III Available Cash Condition is not satisfied, or (E) as otherwise deemed necessary by the Chairman of the General Meeting in his sole discretion (Proposal No. 3).

THE GSR III BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Voting Power; Record Date

As a shareholder of GSR III, you have a right to vote on certain matters affecting GSR III. The proposals that will be presented at the General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. If you are a shareholder, you will be entitled to vote or direct votes to be cast at the General Meeting if you owned GSR III Class A Ordinary Shares at the close of business on            , 2025, which is the record date for the General Meeting. You are entitled to one vote for each GSR III Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were            GSR III Class A Ordinary Shares outstanding, of which            are public shares and 5,750,000 are Founder Shares held by the GSR III Initial Shareholders.

Vote of the GSR III Initial Shareholders and GSR III’s Other Directors and Officers

Prior to the GSR III IPO, GSR III entered into a letter agreement with the GSR III Initial Shareholders and the other current directors and officers of GSR III, pursuant to which each agreed to vote any GSR III Class A Ordinary Shares owned by them in favor of an initial business combination. This agreement applies to the GSR III Initial Shareholders, including Sponsor, as it relates to the Founder Shares and the requirement to vote all of the Founder Shares in favor of the Business Combination Proposal and for all other proposals presented to GSR III shareholders in this proxy statement/prospectus. As of the record date, the GSR III Initial Shareholders own 5,750,000 Founder Shares, representing 20% of the GSR III Class A Ordinary Shares then outstanding and entitled to vote at the General Meeting.

The GSR III Initial Shareholders and the other current directors and officers of GSR III have waived any redemption rights, including with respect to GSR III Class A Ordinary Shares purchased in the GSR III IPO or in the aftermarket, in connection with Business Combination. The Founder Shares held by the GSR III Initial Shareholders have no redemption rights upon the liquidation of GSR III and will be worthless if no business combination is effected by GSR III by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor). However, the GSR III Initial Shareholders and the other current directors and officers of GSR III are entitled to redemption rights upon the liquidation of GSR III with respect to any public shares they may own.

The GSR III Initial Shareholders and the other current directors and officers of GSR III have, for no additional consideration, waived any redemption rights, including with respect to GSR III Class A Ordinary Shares purchased in the GSR III IPO or in the aftermarket, in connection with the Business Combination. The Founder Shares held by the GSR III Initial Shareholders have no redemption rights upon the liquidation of GSR III and will be worthless if no business combination is effected by GSR III by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor). However, the Sponsor and the current directors and officers are entitled to redemption rights upon the liquidation of GSR III with respect to any GSR III Class A Ordinary Shares they may own. The Business Combination is not structured so that approval of at least a majority of unaffiliated public shareholders of GSR III is required.

Quorum and Required Vote for Proposals for the General Meeting

One or more shareholders who together hold a majority of the issued and outstanding GSR III Class A Ordinary Shares entitled to vote at the General Meeting must be present, in person or represented by proxy, at the General Meeting to constitute a quorum and in order to conduct business at the General Meeting. Broker non-votes will not be counted as present for the purpose of determining a quorum. Abstentions will be considered present for the purposes of establishing a quorum. The GSR III Initial Shareholders, who own 20% of the issued and outstanding GSR III Class A Ordinary Shares as of the record date, will count towards this quorum. As a result, as of the record date, in addition to the shares of the GSR III Initial Shareholders, an additional GSR III Class A Ordinary Shares held by public shareholders would be required to achieve a quorum. In the absence of a quorum, the chairman of the General Meeting has power to adjourn the General Meeting. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being, where a quorum is present the affirmative vote of the holders of at least a majority of the issued GSR III Class A Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon and who

vote at the General Meeting. The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being, where a quorum is present, the affirmative vote of the holders of at least a two-thirds majority of the issued GSR III Class A Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting. Accordingly, an GSR III shareholder’s failure to vote by proxy or to vote in person at the General Meeting will not be counted towards the number of GSR III Class A Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal, Merger Proposal or Adjournment Proposal. Broker non-votes will not be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the Business Combination Proposal, Merger Proposal or Adjournment Proposal. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, Merger Proposal and Adjournment Proposal. However, Nasdaq requires that for the Business Combination Proposal, Merger Proposal or Adjournment Proposal to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this Nasdaq requirement, abstentions will count as a vote “AGAINST” each of the Business Combination Proposal, Merger Proposal and Adjournment Proposal.

The Closing is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Business Combination Proposal and the Merger Proposal are conditioned upon the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal or the Merger Proposal does not receive the requisite vote for approval, then GSR III will not consummate the Business Combination. If GSR III does not consummate the Business Combination and fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), GSR III will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

Recommendation to GSR III Shareholders

The GSR III Board believes that each of the Business Combination Proposal, Merger Proposal and Adjournment Proposal to be presented at the General Meeting is in the best interests of GSR III and its shareholders and unanimously recommends that its shareholders vote “FOR” each of the proposals.

When you consider the recommendation of the GSR III Board in favor of approval of the Business Combination Proposal and the Merger Proposal, you should keep in mind that Sponsor and certain members of the GSR III Board and officers of GSR III have interests in the Business Combination and the Merger that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the proposals presented at the General Meeting, including the Business Combination Proposal and the Merger Proposal. These interests include, among other things:

•        the fact that the Sponsor and GSR III’s directors have agreed not to redeem any GSR III Class A Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination, including the Business Combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for the 5,750,000 Founder Shares currently owned by the Sponsor and the Other Class B Shareholders and such securities will have a significantly higher value upon the consummation of the Business Combination;

•        the fact that the Sponsor paid an aggregate of $4,225,000 for 422,500 GSR III Private Placement Units, each consisting of one Class A share and one-seventh of one GSR III Right;

Sponsor Group Ownership of GSR III Prior to Closing

Sponsor Group Ownership of PubCo Upon the Closing

•        the fact that the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on GSR III’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. GSR III’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, GSR III’s executive officers or directors, or GSR III’s or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, GSR III does not have any additional controls in place governing GSR III’s reimbursement payments to GSR III’s directors and executive officers for their out-of-pocket expenses incurred in connection with GSR III’s activities on GSR III’s behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by GSR III to Sponsor, GSR III’s executive officers and directors, or any of their respective affiliates, prior to completion of its initial business combination. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred by GSR III’s executive officers and directors and there are no outstanding out-of-pocket expenses for which GSR III’s executive officers or directors are awaiting reimbursement;

•        the fact that the Sponsor, the Other Class B Shareholders and GSR III’s other current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if GSR III fails to complete an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor);

•        the fact that the Registration Rights Agreement will be entered into by, among others, the Sponsor and certain shareholders;

•        the fact that, pursuant to the Business Combination Agreement, the Sponsor will have certain governance rights in respect of PubCo that will be set forth in PubCo’s Articles of Association and in the Shareholders Agreement, as described in “Description of PubCo Securities — Board of Directors — Nomination and Appointment” and “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Shareholders Agreement.”

•        the right of the Sponsor and the Other Class B Shareholders to hold PubCo Ordinary Shares following the Business Combination, subject to the terms and conditions of the Sponsor Lock-Up Agreement;

•        the fact that the Business Combination Agreement provides for the continued indemnification of GSR III’s existing directors and officers and the members of GSR III’s advisory board and requires PubCo to purchase, at or prior to Closing, and maintain in effect for a period of six (6) years after the Closing Date, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain GSR III’s directors and officers after the Business Combination;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other GSR III shareholders experience a negative rate of return in the post-business combination company;

•        the fact that the Sponsor and GSR III’s officers and directors will lose their investment in GSR III and will not be reimbursed for any out-of-pocket expenses incurred by them on GSR III’s behalf incident to identifying, investigating and consummating an initial business combination if an initial business combination is not consummated by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor);

•        the fact that if the Trust Account is liquidated, including in the event GSR III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify GSR III to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which GSR III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to GSR III, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

•        the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its Affiliates to GSR III in an aggregate amount of up to $1,500,000 may be converted into private placement units at a price of $10.00 per unit in connection with the consummation of the Business Combination, and such amounts (including amounts due under the outstanding promissory notes) will likely be written off if an initial business combination is not consummated by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor).

Broker Non-Votes and Abstentions

In general, if your shares are held in “street name” and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals at the General Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the General Meeting. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be considered present for the purposes of establishing a quorum, and will have no effect on the Business Combination Proposal, Merger Proposal or Adjournment Proposal.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, Merger Proposal and Adjournment Proposal. However, Nasdaq requires that for the Business Combination Proposal, Merger Proposal or Adjournment Proposal to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this Nasdaq requirement, abstentions will count as a vote “AGAINST” each of the Business Combination Proposal, Merger Proposal and Adjournment Proposal.

Voting Your Shares — Shareholders of Record

GSR III shareholders may vote by mail or in person at the General Meeting. GSR III recommends that you submit your proxy even if you plan to attend the General Meeting. Each GSR III Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the General Meeting.

If your shares registered directly in your name, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”

Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your GSR III Class A Ordinary Shares will be voted as recommended by the GSR III Board. The GSR III Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on            , 2025.

Voting in Person at the Meeting.    If you attend the General Meeting and plan to vote in person, you will be provided with a ballot at the General Meeting. Please see “— Attending the General Meeting” below for more details.

Voting Your Shares — Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the General Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares. As a beneficial owner, if you wish to vote at the General Meeting, you will need to bring to the General Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see “— Attending the General Meeting” below for more details.

Attending the General Meeting

Only GSR III shareholders on the record date or their legal proxy holders may attend the General Meeting. To be admitted to the General Meeting, you will need a form of photo identification and valid proof of ownership of GSR III Class A Ordinary Shares or a valid legal proxy. If you have a legal proxy from a shareholder of record, you must bring a form of photo identification and the legal proxy to the General Meeting. If you have a legal proxy from a “street name” shareholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” shareholder that is assignable, and the legal proxy from the “street name” shareholder to you. Shareholders may appoint only one proxy holder to attend on their behalf.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the General Meeting or at the General Meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify GSR III in writing to GSR III, 5900 Balcones Drive, Suite 100, Austin TX 78731 before the General Meeting that you have revoked your proxy; or

•        you may attend the General Meeting, revoke your proxy, and vote in person, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

No Additional Matters

The General Meeting has been called only to consider the approval of the Business Combination Proposal, Merger Proposal and Adjournment Proposal. Under the GSR III amended and restated memorandum and articles of association, other than procedural matters incident to the conduct of the General Meeting, no other matters may be considered at the General Meeting if they are not included in this proxy statement/prospectus and the notice of the General Meeting.

Who Can Answer Your Questions About Voting

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your GSR III Class A Ordinary Shares, you may call            , GSR III’s proxy solicitor, at            (toll-free), or banks and brokerage firms, can call            .

Redemption Rights

Pursuant to GSR III’s amended and restated memorandum and articles of association, any holders GSR III Class A Ordinary Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the Closing. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account (calculated as of two business days prior to the Closing, less taxes payable). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $233 million as of March 31, 2025, the estimated per share redemption price would have been approximately $10.17.

In order to exercise your redemption rights, you must:

•        if you hold GSR III Public Units, separate the underlying GSR III Class A Ordinary Shares and GSR III Rights;

•        prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days before the initially scheduled General Meeting), identify yourself in writing as a beneficial holder and provide your legal name, phone number and address to the Transfer Agent in order to validly redeem your shares and tender your shares physically or electronically and submit a request in writing that GSR III redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attention:            
Email:

and

•        deliver your public shares either physically or electronically through Depository Trust Company’s DWAC system to the Transfer Agent at least two business days before the initially scheduled General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

You do not have to be a record date holder in order to exercise your redemption rights. Shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the initially scheduled vote on the Business Combination Proposal at the General Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Holders of outstanding GSR III Public Units must separate the underlying GSR III Class A Ordinary Shares and GSR III Rights prior to exercising redemption rights with respect to the GSR III Class A Ordinary Shares.

If you hold GSR III Public Units registered in your own name, you must deliver the certificate for such units to the Transfer Agent with written instructions to separate such units into GSR III Class A Ordinary Shares and GSR III Rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the GSR III Class A Ordinary Shares from the GSR III Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your GSR III Public Units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using Depository Trust Company’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of GSR III Class A Ordinary Shares and GSR III Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the GSR III Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your GSR III Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of GSR III Class A Ordinary Shares by GSR III’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $231 million as of December 31, 2024. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of GSR III Class A Ordinary Shares by GSR III’s public shareholders, the GSR III Available Cash Condition is not met or is not waived, then Terra Innovatum may elect not to consummate the Business Combination. In addition, in no event will GSR III redeem its GSR III Class A Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the GSR III amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding GSR III Class A Ordinary Shares, without GSR III’s prior consent. GSR III has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of GSR III Class A Ordinary Shares by GSR III’s public shareholders will reduce the amount in the Trust Account.

Prior to exercising redemption rights, GSR III shareholders should verify the market price of the GSR III Class A Ordinary Shares, as shareholders may receive higher proceeds from the sale of their GSR III Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your GSR III Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the GSR III Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your GSR III Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will no longer own those shares and you will not receive any Ordinary Shares in the Business Combination. You will have no right to participate in, or have any interest in, the future growth of PubCo, if any. You will be entitled to receive cash for your GSR III Class A Ordinary Shares only if you properly and timely demand redemption.

If the Business Combination is not approved and GSR III does not consummate an initial business combination by May 8, 2026 (or August 7, 2026 at the discretion of the Sponsor), GSR III will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of GSR III’s Rights will expire worthless.

The Cayman Islands Companies Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the GSR III Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. GSR III shareholders will have appraisal rights and dissenter’s rights under Section 238 and 239 of Cayman Islands Companies Act.

Section 238. (1) of the Cayman Islands Companies Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Cayman Islands Companies Act provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

GSR III shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Proxy Solicitation Costs

GSR III is soliciting proxies on behalf of the GSR III Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. GSR III has engaged            to assist in the solicitation of proxies for the General Meeting. GSR III and its directors, officers and employees may also solicit proxies in person. GSR III will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

GSR III will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. GSR III will pay            a fee of $            , plus disbursements, reimburse            for its reasonable out-of-pocket expenses and indemnify            and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as GSR III’s proxy solicitor. GSR III will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy materials to GSR III shareholders. Directors, officers and employees of GSR III who solicit proxies will not be paid any additional compensation for soliciting.

THE BUSINESS COMBINATION

This discussion of the Business Combination is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is included in this proxy statement/prospectus as Appendix A. You should read the Business Combination Agreement in its entirety because it, and not this prospectus, is the legal document that governs the Business Combination.

Background of the Business Combination

GSR III is a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability on May 12, 2023 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The business combination is the result of an extensive search for a potential transaction, whereby GSR III evaluated potential targets utilizing GSR III’s strong self-origination capabilities and underwriting capabilities, as well as the global network of our Sponsor, GSR III’s management team, and members of the GSR III Board. The terms of the Business Combination are the result of extensive negotiations among the representatives of GSR III and Terra Innovatum. The following is a brief discussion of the background of these negotiations and the resulting terms of the business combination.

On November 8, 2024, GSR III completed its initial public offering. Prior to the consummation of the GSR III IPO, neither GSR III, nor anyone on its behalf, contacted any prospective target business or held any substantive discussions, formal or otherwise, with respect to a transaction with GSR III. After the GSR III IPO, GSR III commenced an active search for prospective businesses and assets to acquire with one or more of the following core attributes:

•        provide visibility into financials, including a path to sustained long-term profitability and attractive cash flow dynamics;

•        enjoy leading positions in their markets with sustainable competitive advantages and barriers to market entry;

•        have potential to grow both organically and through acquisitions;

•        have an experienced and capable management team;

•        address issues related to environmental, social, and governance concerns; and

•        would benefit uniquely from GSR III’s capabilities.

In addition, GSR III looked for acquisition targets that were positioned, operationally and financially, to be successful as a public company. GSR III further looked for those transactions that it believed, if entered into, would be well-received by the public markets and would benefit from being a publicly-held entity, particularly with respect to access to capital for both organic growth and for use in acquisitions.

GSR III’s selection process leveraged its Sponsor’s, management teams and members of the Board’s network of industry, venture capital sponsor and private equity sponsor relationships as well as relationships with management teams of public and private companies, investment bankers, attorneys and accountants. Representatives of GSR III were also contacted by additional potential targets that it had not previously identified through its search process. GSR III identified over 30 potentially attractive business combination opportunities through its active search process and leveraging the sourcing channels described above. Until agreeing to enter into exclusive negotiations with Terra Innovatum, GSR III conducted due diligence to varying degrees on such prospective businesses and assets, including a review of such businesses’ business model, competitive landscape, management and certain financial information, in each case, to the extent available. GSR III reviewed opportunities on a rolling basis and entered into non-disclosure agreements on a selective basis, entering into less than 10 such agreements prior to the agreement with Terra Innovatum. Prior to GSR III entering into a non-binding letter of intent with Terra Innovatum, and more specifically prior to the exclusivity clause contained in such letter of intent coming into effect, no target evaluated was deemed to appropriately fit GSR III’s criteria.

Other than Terra Innovatum, the potential targets that GSR III considered in greater detail included: (i) an online marketplace company; (ii) a renewable hydrogen company; (iii) a solar cells technology company; (iv) a real estate holding company; (v) an electric vehicle company; (vi) a telecom operator; and (vii) an online consumer products company.

Over the course of its initial discussions with Terra Innovatum, GSR III determined that Terra Innovatum was a strong target business due to its: (i) substantial total addressable market with the ability to decarbonize both energy and industrial end markets; (ii) pioneering modular design that results in increased safety, scalability and flexible use cases; (iii) highly-experienced management team; (iv) proprietary nuclear reactor design with patent filed that allowed for the use of LEU in a micro-reactor; (v) targeted commercialization date of 2028, well in advance of most competitors; and (vi) capex-light business model with attractive cash flow potential. These factors aligned with GSR III’s investment criteria. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The GSR III Board’s Reasons for the Approval of the Business Combination” for a further discussion of the GSR III Board’s considerations.

The following chronology summarizes the key meetings and events that led to the execution of the LOI (as defined below) and Business Combination Agreement and other ancillary agreements with Terra Innovatum, but it does not purport to catalogue every conversation among representatives of GSR III, Terra Innovatum and their respective advisors.

On November 14, 2024, representatives of PAC, which at the time were informally working with Terra Innovatum and would subsequently enter into a formal agreement to serve as Terra Innovatum’s financial advisor, reached out to GSR III to speak about various SPAC merger candidates, including Terra Innovatum. GSR III learned that Terra Innovatum was looking for a de-SPAC transaction to gain access to public markets to diversify its funding sources and to use Terra Innovatum’s stock as an acquisition currency for potential opportunistic acquisitions in the future. Terra Innovatum opted to pursue de-SPAC transaction in lieu of a traditional initial public offering given the prevalence of de-SPAC transactions in the nuclear reactor sector.

On November 21, 2024, GSR III held an introductory meeting over Zoom with Terra Innovatum and PAC. During the meeting, representatives of Terra Innovatum presented on Terra Innovatum’s history, management team and business opportunities. In the evening, following the Zoom meeting, a representative of GSR III met in person with a subset of the Terra Innovatum team in New York. Subsequent to the meetings, GSR III sent an executed non-disclosure agreement to Terra Innovatum.

On November 23, 2024, GSR III and Terra Innovatum agreed to a follow-up meeting on November 27, 2024, where Terra Innovatum would continue its discussion of the Terra Innovatum business and Terra Innovatum’s positioning in the market relative to competitors, while GSR III would present to Terra Innovatum what a SPAC transaction would entail from a process, timeline and capitalization perspective.

On November 24, 2024, representatives of Terra Innovatum requested to representatives of GSR III that, during the upcoming call, GSR III include a discussion of potential valuation, funding scenarios and governance. Representatives of Terra Innovatum also requested that representatives of GSR III consider a valuation of $1.1 billion.

On November 26, 2024, Terra Innovatum provided GSR III access to information in a data room.

On November 27, 2024, GSR III, Terra Innovatum and PAC held a follow-up meeting over Zoom to continue discussing Terra Innovatum’s business, as well as GSR III presenting to Terra Innovatum what a SPAC transaction would entail. GSR III indicated it would need to perform a valuation analysis that was primarily based on a comparison to the three existing public SMR companies, and that GSR III would also require a fairness opinion from an independent third-party valuation firm before entering into a formal transaction with Terra Innovatum.

On November 29, 2024, Terra Innovatum sent the counter-signed NDA to GSR III, as well as a list of questions that Terra Innovatum asked GSR III, including clarification on fees and expenses, as well as the impact of various potential fundraising strategies.

On December 2, 2024, GSR III held a call with PAC to discuss various due diligence topics and expected process. On the same day, GSR III also held a follow-up call with Terra Innovatum to continue discussing Terra Innovatum’s business, technology and key differentiators vs other SMR companies

On December 3, 2024, GSR III held a call with PAC to discuss various due diligence topics and expected process.

On December 6, 2024, GSR III held a follow-up call with PAC to continue diligence discussions.

On December 10, 2024 and December 11, 2024, GSR III and Terra Innovatum held two detailed calls on the competitive landscape of SMR companies and how Terra Innovatum compared to various SMR companies, including reactor sizes, reactor power outputs, types of coolant used, type of fuel used, expected commercialization date, funding raised to date, number of employees, disclosed safety and safeguard measures, management experience, method of assembly and numerous other factors.

On December 12, 2024, GSR III and PAC held a call to preview GSR III’s thoughts on Terra Innovatum’s valuation. GSR III proposed a valuation comprised of 45 million shares to Terra Innovatum at closing and an additional 75 million shares that would be issued at various stock prices and/or milestones, which balanced several advantages that Terra Innovatum had relative to the existing public SMR companies that would support a premium valuation for Terra Innovatum, including but not limited to Terra Innovatum’s expected commercialization date and ability to utilize LEU fuel, while also recognizing the latest and average trading values as of that time of the three public SMR companies. GSR III arrived at Terra Innovatum’s upfront valuation of $450 million (or 45 million shares) and an additional 75 million shares by having the upfront consideration be proximate to where Nano Nuclear Energy Inc.’s median, historical market cap was at the time, while at the same time recognizing, through the use of the additional shares, the significant upside potential for the company relative to where Nuscale Power Corporation and Oklo Inc’s median, historical market caps were at the time.

On December 16, 2024, PAC called GSR III to convey preliminary feedback from Terra Innovatum on GSR III’s valuation preview, namely that Terra Innovatum could likely accept a valuation comprised of 47.5 million shares to Terra Innovatum at closing and an additional 80mm shares at specific milestones, as well as the deferral of some of GSR III’s founder economics.

Also on December 16, 2024, GSR III held a Board meeting to discuss Terra Innovatum as a potential target and to receive approval for the entry into a non-binding letter of intent (the “LOI”) with Terra Innovatum, which the Board unanimously approved.

Between December 17, 2025 to December 23, 2024, GSR III shared various drafts of the LOI with PAC, which included 47.5 million shares to Terra Innovatum at closing, 75 million shares at specific milestones and a deferral of 10% of sponsor’s founder shares, and held several calls to discuss and agree to various other terms within the LOI, including the specific operating milestones that would trigger the issuance of additional shares.

On December 18, 2024, GSR III retained Allison Macfarlane, former head of the NRC under the presidential administration of Barack Obama, as a consultant. Ms. Macfarlane was retained to conduct technical review of Terra Innovatum’s nuclear technology, and she was not involved to negotiate the LOI and other transaction terms with Terra Innovatum and PAC. For Ms. Macfarlane’s service GSR III agreed to pay a $25,000 consultation fee. The payment was not contingent on her ultimate assessment of Terra Innovatum’s technology.

On December 24, 2024, GSR III and Terra Innovatum executed the LOI, which included a 60-day exclusivity clause that would go into effect upon GSR III retaining legal counsel for the business combination, as well as GSR III independently confirming with Terra Innovatum’s accountants and auditors a defined timeline for the completion of financials and the auditing of those financials.

Between January 9 and February 26, 2025, representatives from GSR III, Terra Innovatum and PAC arranged and hosted virtual meetings with several investment banks and research analysts to discuss trends in SMR sector and potential investors.

Between February 10, 2025 and February 13, 2025, representatives of GSR III met with Terra Innovatum in Italy for a site visit of Terra Innovatum’s facilities, as well as meetings with two of Terra Innovatum’s potential supply chain partners.

On February 13, 2025, all of the conditions were met for exclusivity in the LOI, which started a 60-day exclusivity period.

On February 17, 2025, GSR III, Terra Innovatum, PAC and their advisors began conducting bi-weekly calls to discuss the transaction.

On February 17, 2025, and continuing for several weeks thereafter, the respective parties of GSR III, Terra Innovatum, and PAC arranged and hosted virtual meetings with prospective investors. Between February 17, 2025 and the date of the Business Combination Agreement, GSR III scheduled meetings with eight potential investors. Representatives of Terra Innovatum attended meetings with five of those investors.

Between February 25, 2025 and the signing date of Business Combination Agreement on April 21, 2025, representatives from GSR III, Terra Innovatum and PAC held drafting sessions for the investor presentation, which was filed as a part of Form 8-K on April 22, 2025.

Between March 5, 2025 and March 17, 2025, representatives of GSR III, Terra Innovatum, and PAC had virtual meetings with several potential site owners for Terra Innovatum’s test reactor.

On March 7, 2025, Latham & Watkins LLP (“Latham”) shared an initial draft of the Business Combination Agreement with Loeb & Loeb LLP (“Loeb”) to review with Terra Innovatum.

On March 13, 2025, GSR III and EntrepreneurShares LLC (“ERShares”) signed an engagement letter for ERShares to deliver a fairness opinion for the transaction.

Between March 20, 2025 and March 31, 2025, representatives of GSR III, Terra Innovatum, PAC, Latham, Loeb, Chiomenti Studio Legale (“Chiomenti”), and Loyens & Loeff N.V. (“Loyens”) had multiple virtual meetings to finalize the transaction structure.

On March 26, 2025, representatives of GSR III, Terra Innovatum, PAC, and ERShares had a virtual management presentation as a part of due diligence for ERShare to prepare fairness opinion.

On March 28, 2025, Loeb shared comments to the Business Combination Agreement with Latham, which, among other things, included certain changes to (i) the structure of the transaction and (ii) the representations and warranties.

On April 4, 2025, Latham shared comments to the Business Combination Agreement with Loeb, which, among other things, included certain changes to (i) the merger mechanics, (ii) the structure of the transaction, (iii) the representations and warranties, (iv) tax matters provisions, (v) the interim operating covenants, (vi) the closing deliverables, and (vii) Dutch and Cayman Islands legal matters.

On April 7, 2025 and April 8, 2025, representatives from GSR III, Terra Innovatum, and PAC had virtual meetings with several service providers to discuss potential engagement as an investor relations and public relations advisor.

On April 8, 2025, GSR III board of directors held a virtual meeting in which representatives of GSR III, Latham and ERShare were also in attendance by invitation of the GSR III board of directors. At the GSR III board meeting, the GSR III management team presented the detailed transaction structure and findings from due diligence. Also, representatives of ERShare reviewed with the GSR III board of directors its financial analysis of the merger consideration to be paid by GSR III in the transaction and delivered to the GSR III board of directors its opinion to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be paid by GSR III in the transaction pursuant to the Business Combination Agreement was fair, from a financial point of view, to GSR III and the unaffiliated stockholders. Thereafter, representatives of Latham reviewed with the GSR III board of directors the structure and terms of the business combination, including the Business Combination Agreement and other definitive agreements. The GSR III board of directors concluded that the potential business combination with Terra Innovatum was the best potential business combination for GSR III based on its evaluation of GSR III and other

potential acquisition targets. After discussion and upon a motion duly made and seconded, the GSR III board of directors unanimously authorized management to finalize the terms of the Business Combination Agreement and each of the Sponsor Support Agreement and Registration Rights Agreement.

On April 8, 2025, Loeb shared comments to the Business Combination Agreement with Latham, which, among other things, included certain changes and/or revisions to (i) the merger mechanics, (ii) the structure of the transaction, (iii) the Change of Control Offer Price, (iv) the representations and warranties, (v) to tax matters provisions, and (vi) to Italian legal matters.

On April 9, 2025, representatives of GSR III, Terra Innovatum, PAC, Latham, and Loeb had a virtual due diligence session to discuss corporate/litigation, intellectual property, employee benefits and labor, regulatory matters, real estate, and tax, among others.

On April 9, 2025, Latham shared initial drafts of the Sponsor Support Agreement and the Registration Rights Agreement with Loeb.

On April 9, 2025, representatives of GSR III, Terra Innovatum, Latham, and Loeb meant to discuss diligence matters relating to Terra Innovatum.

On April 10, 2025, representatives of GSR III and Latham had a virtual call to discuss remaining topics in Business Combination Agreements and other Related Agreements.

On April 10, 2025, Latham shared a revised draft of the Business Combination Agreement as well as incremental drafts of the Sponsor Support Agreement and Registration Rights Agreement. Among other things, the primary changes to the Business Combination Agreement included certain changes to the representations and warranties, pre-closing covenants of the parties, and the closing conditions regarding the Governing Documents of PubCo.

On April 11, 2025, Loeb shared a revised draft of the Sponsor Support Agreement, which, among other things, included certain changes relating to the Change of Control Offer Price and the lock-up provisions related to the Sponsor.

Between April 11, 2025 and April 15, 2025, representatives of GSR III, Terra Innovatum, PAC, Latham, Loeb, Chiomenti, Loyens, and Corporate Financial Group, Inc. (“CFGI”) had several virtual meetings to finalize the structure of an additional shares to be vested to the existing Terra Innovatum shareholders

On April 11, 2025, Terra Innovatum and Alliance Advisors (“Alliance”) signed an engagement letter on investor relations and public relations agreement.

On April 14, 2025, representatives of GSR III, Terra Innovatum, PAC and Alliance had a virtual kick-off meeting to strategize PR efforts post the transaction announcement.

On April 14, 2025, Loeb shared comments to the Registration Rights Agreement with Latham, which, among other things, removed provisions related to “block trades”.

On April 16, 2025, Loeb shared comments to the Business Combination Agreement with Latham, which, among other things, included certain changes to the structure of the transactions, the parties pre-closing covenants, and Italian law considerations.

On April 18, 2025, Latham shared revised drafts of the Business Combination Agreement, Sponsor Support Agreement and the Registration Rights Agreement with Loeb. Among other things, the primary changes to the Business Combination Agreement included revisions to the structure of the transactions and related closing conditions.

On April 19, 2025, Loeb shared revised drafts of the Business Combination Agreement and Sponsor Support Agreement with Latham. Among other things, the primary changes to the Business Combination Agreement included (i) certain changes relating to certain pre-closing covenants of Terra Innovatum and (ii) certain changes relating to the conditions to closing.

On April 21, 2025, Loeb shared a revised draft of the Business Combination Agreement.

On April 21, 2025, the GSR III board of directors approved the Business Combination Agreement, Sponsor Support Agreement and Registration Rights Agreement, and the parties executed the Business Combination Agreement and the Sponsor Support Agreement.

On April 28, 2025, GSR III signed an engagement letter to appoint The Benchmark Company LLC to serve as a non-exclusive placement agent for a private placement of securities.

Following the execution of the Business Combination Agreement, on April 22, 2025 and before the stock market opened in the United States, GSR III and Terra Innovatum issued a joint press release announcing the execution of the Business Combination Agreement. Shortly thereafter, GSR III filed with the SEC a Current Report on Form 8-K announcing the execution of the Business Combination Agreement.

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

In evaluating the transaction with Terra Innovatum, the GSR III Board consulted with its management, advisors and legal counsel as well as financial and other consultants, and considered and evaluated several factors. In particular, the GSR III Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:

•        Growth Prospects.    Terra Innovatum operates in the energy industry, which the GSR III Board believes is an attractive industry with strong growth prospects.

•        Transaction Proceeds.    Depending on the extent of redemptions by GSR III’s public shareholders and on the final amount of the expenses incurred in connection with the Business Combination, the Business Combination is expected to provide up to approximately $230 million of gross proceeds to Terra Innovatum.

•        Due Diligence.    The GSR III Board reviewed and discussed in detail the results of the due diligence examination of Terra Innovatum conducted by GSR III’s management team and GSR III’s financial, legal and regulatory advisors, including virtual meetings with the management team and advisors of Terra Innovatum regarding Terra Innovatum’s business and business plan, operations and prospects (please refer to the section titled “Certain Unaudited Terra Innovatum Prospective Financial Information”), valuation analyses (please refer to the section titled “— Opinion of GSR III’s Financial Advisor”), review of material contracts (including Terra Innovatum’s strategic alliances) and other material matters, as well general financial, technical, legal, regulatory and accounting due diligence.

•        Financial Condition.    The GSR III Board reviewed factors such as Terra Innovatum’s historical financial results, outlook and business and financial plans.

In reviewing these factors, the GSR III Board believed that Terra Innovatum was well-positioned in its industry for potential strong future growth and therefore was likely to be positively viewed by public investors.

•        Fairness Opinion.    The opinion of ERShares, dated April 7, 2025, to the GSR III Board to the effect that, as of that date and subject to the assumptions, qualifications and limiting conditions therein, the Transaction Consideration to be received by the holders of the GSR III Class A Ordinary Shares in the Business Combination is fair to such holders from a financial point of view, as more fully described below in the section titled “ — Opinion of GSR III’s Financial Advisor.”

•        Reasonableness of Consideration.    Following a review of the financial data provided to GSR III and the due diligence of Terra Innovatum’s business conducted by GSR III’s management and GSR III’s advisors, and taking into account the opinion received from ERShares, the GSR III Board determined that the aggregate consideration to be paid in the Business Combination was reasonable.

•        Post-Closing Economic Interest in Terra Innovatum.    If the Business Combination is consummated, GSR III shareholders (other than GSR III shareholders that sought redemption of their GSR III Class A Ordinary Shares) would have a meaningful economic interest in Terra Innovatum and as a result would have a continuing opportunity to benefit from the success of Terra Innovatum upon the Closing.

•        Management Team.     The GSR III Board believes that Terra Innovatum has a strong management team and that the senior management of Terra Innovatum, led by Mr. Petruzzi, intend to remain with Terra Innovatum in the capacity of officers or directors, which is expected to provide important continuity in advancing Terra Innovatum’s strategic and growth goals.

•        Lock-Up.    The fact that the Governing Documents of PubCo will restrict transfer, assignment and sale of the Lock-Up Shares held by Terra Innovatum and, subject to certain exceptions, the Terra Lock-Up Shares will be released from such restrictions as follows: provided that, (i) 25% of the Terra Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $12.00 or PubCo issuing its first quarterly earnings release that occurs at least 120 days after the Closing, (ii) an additional 25% of the Terra Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $14.00 or PubCo issuing its second quarterly earnings release that occurs at least 120 days after the Closing, (iii) a further 25% of the Terra Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $16.00 or PubCo issuing its third quarterly earnings release that occurs at least 120 days after the Closing and (iv) all the remaining Terra Lock-Up Shares shall be released upon the earlier of the PubCo Trading Price being greater than $18.00 or PubCo issuing its fourth quarterly earnings release that occurs at least 120 days after the Closing.

•        Post-Business Combination Corporate Governance.    The fact that the Sponsor will have certain post-closing corporate governance rights in Terra Innovatum, including the right to nominate two directors to the PubCo board of directors, as further described in “Description of PubCo Securities — Board of Directors — Nomination and Appointment.”

•        Negotiated Transaction.    The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between GSR III and Terra Innovatum.

The GSR III Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Macroeconomic Risks.    The risk that the future financial performance of PubCo may not meet the GSR III Board’s expectations due to factors in PubCo’s control or out of its control.

•        Redemption Risk.    The potential that a significant number of GSR III’s shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the GSR III amended and restated memorandum and articles of association.

•        Execution Risk.    The potential risks and costs to GSR III if the Business Combination is not completed.

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits GSR III from soliciting other business combination proposals, as further discussed in “The Business Combination Agreement and Ancillary Documents — Covenants of the Parties — Covenants of GSR III.”

•        Stockholder Vote.    The risk that GSR III’s shareholders may fail to provide the votes necessary to approve and effect the Business Combination.

•        Closing Conditions.    The completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within GSR III’s control.

•        Listing Risks.    The challenges associated with preparing Terra Innovatum, a privately held entity, for the applicable disclosure, controls and listing requirements to which Terra Innovatum will be subject as a publicly traded company on Nasdaq.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

•        Fees and Expenses.    The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

•        GSR III Shareholders Receiving a Minority Position in Terra Innovatum.    The fact that current GSR III shareholders will hold a minority interest in Terra Innovatum, which will limit or preclude the ability of GSR III’s current shareholders to influence corporate matters, including any future potential change in control or other material transaction.

•        Other Risks.    Various other risks associated with the Business Combination, the business of GSR III and the business of Terra Innovatum described under the section entitled “Risk Factors.”

In addition to considering the factors described above, the GSR III Board also considered that the GSR III Initial Shareholders, including GSR III’s directors and executive officers have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of GSR III’s shareholders (see “The Business Combination — Interests of Certain Persons in the Business Combination” below). GSR III’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the GSR III Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.

The GSR III Board concluded that the potential benefits that it expected GSR III and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the GSR III Board determined that the Business Combination Agreement and the Business Combination (including the Merger), were advisable, fair to, and in the best interests of, GSR III and its shareholders. To GSR III’s knowledge, no conflicts under the corporate opportunities doctrine impacted the search process or the selection of the acquisition target, or will materially affect GSR III’s ability to complete a Business Combination.

The majority of the directors of GSR III have not retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of Business Combination Agreement and/or preparing a report concerning the approval of the de-SPAC transaction.

This explanation of the GSR III Board’s reasons for approval of the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Terra Innovatum’s Reasons for the Business Combination

Over the past 6 – 12 months, Terra Innovatum carefully evaluated the rapidly shifting landscape of the global energy and capital markets. The parties determined that a business combination through a de-SPAC transaction represented the most efficient and strategically aligned path to achieve Terra Innovatum’s commercialization goals and long-term mission. The decision to pursue this route was influenced by several converging macroeconomic, geopolitical, and technological trends. Global conflicts and geopolitical instability have caused significant disruptions to traditional energy supplies, driving energy prices higher and triggering an urgent global search for clean, scalable alternatives. At the same time, the exponential growth in data processing, driven in part by artificial intelligence, has drastically increased global energy demand, with the U.S. Energy Information Administration forecasting a 50% rise by 2050. Large tech companies like Amazon and Google have begun allocating capital into nuclear solutions such as small and micro-modular reactors (SMRs/MMRs), signaling a clear market shift toward nuclear as a viable long-term energy solution.

In parallel, capital markets have responded with a resurgence of nuclear-related investments. In early 2025, assets held in nuclear ETFs surpassed those in all other energy categories combined. Prominent investors, including Bill Gates, have announced their intention to publicly commit billions to nuclear innovation, and SPAC activity in the sector has intensified — with investments between public and private sector over $1 billion allocated to nuclear-focused transactions in the past year alone. SPACs have re-emerged as a suitable vehicle for advanced energy companies like Terra Innovatum seeking both capital and strategic visibility to scale and commercialize breakthrough technologies.

While Terra Innovatum did consider a public listing through a traditional IPO, it determined that the SPAC route offered a more compelling and strategic path forward. Most notably, the de-SPAC process allows for an expedited timeline to public listing, increased transaction certainty amid evolving capital markets, and stronger market positioning — leveraging Terra Innovatum’s advanced nuclear technology and its potential to emerge as a leader in the next generation of clean energy solutions in respect to other peers. Importantly, this approach mirrors the successful public listings of other advanced nuclear companies such as NuScale, Oklo, and X-Energy, all of which have completed de-SPAC transactions resulting in multi-billion-dollar valuations and heightened investor interest in the sector.

The opportunity to partner with GSR III was another key driver. GSR III brings a highly experienced team with deep capital markets and SPAC expertise, having completed over 20 successful business combinations since 2020. This partnership offers Terra Innovatum not only capital access but also strategic advisory support as it transitions into its next phase of growth. The structure — anchored by a $475 million equity valuation and a shareholder-friendly framework — was intentionally designed to promote long-term investor alignment and maximize value creation.

Terra’s technology readiness was a key factor in the decision to pursue a SPAC transaction. Since its founding in 2018 and initial funding in 2021, Terra Innovatum has achieved meaningful progress toward commercialization, positioning itself ahead of many competitors still in early-stage R&D. Terra Innovatum’s reactor platform has been purposefully designed with specifications that materially de-risk both its business model and regulatory pathway. These include the use of already licensed fuel (LEU), reliance on commercially available off-the-shelf components, and a fully modular architecture with no requirement for an emergency planning zone. Together, these features significantly reduce technical and supply chain risks, while also enabling streamlined regulatory approvals and scalable, factory-based production and deployment — propelled by the capital brought in part by the public listing.

As a result, Terra Innovatum is uniquely positioned to accelerate its go-to-market strategy and manufacturing readiness in a sector where long development timelines are the norm. The timing of the transaction aligns with Terra Innovatum’s technology readiness, operational maturity, favorable industry framework, political frameworks, capital markets, and the intensifying global demand for zero-carbon, reliable, and secure energy solutions. Becoming a publicly listed company through a de-SPAC not only will likely provide the necessary capital to scale operations but also unlocks visibility in the U.S. capital markets, enhances brand credibility, and strengthens Terra Innovatum’s ability to attract strategic partners, institutional investors, and future customers — all in service of achieving its goal of commercial deployment by 2028.

Benefits and Detriments of the Business Combination

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the GSR III Board to vote in favor of the Business Combination Proposal and Merger Proposal, GSR III shareholders should keep in mind that the GSR III Initial Shareholders, including GSR III’s directors and executive officers, have interests in such proposals that are different from, or in addition to, those of the other GSR III shareholders generally. GSR III shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal and Merger Proposal.

These interests include, among other things, the interests listed below:

•        the fact that the Sponsor and GSR III’s directors have agreed not to redeem any Founder Shares held by them in connection with a shareholder vote to approve a proposed initial business combination, including the Business Combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for the 5,750,000 Founder Shares currently owned by the Sponsor and the Other Class B Shareholders and such securities will have a significantly higher value upon the consummation of the Business Combination; and

•        the fact that the Sponsor purchased 422,500 GSR III Private Placement Units for $4,225,000. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-seventh of one right to receive one Class A ordinary share upon the consummation of the business combination;

Sponsor Group Ownership of GSR III Prior to Closing