IPO and Financing - The company completed its Initial Public Offering (IPO) on November 8, 2024, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[20]. - A private placement of 422,500 units was also completed, generating total proceeds of $4.225 million, with $4.04 million added to the Trust Account[21]. - The company has a promissory note with the Sponsor for up to $300,000, of which $132,984 was borrowed to cover offering costs[30]. - The company will have access to up to $232,357,500 from the proceeds of the initial public offering and private placement units to cover potential claims[53]. - The company plans to use substantially all net proceeds from the Initial Public Offering to acquire a target business and cover related expenses[170]. Business Operations and Revenue - The company has not commenced operations as of December 31, 2024, and will not generate operating revenues until after completing an initial business combination[19]. - The company currently has no operating history or revenues, making it challenging to evaluate its ability to achieve business objectives[74]. - The company has not yet commenced operations and will not generate operating revenues until after completing its initial Business Combination[164]. Business Combination and Shareholder Approval - The company may seek to extend the period to complete an initial business combination beyond 21 months if necessary, requiring shareholder approval[22]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the assets held in the trust account[34]. - The company must seek shareholder approval for its initial business combination, requiring a majority vote from ordinary shares[57]. - If the initial business combination is not completed within the specified timeframe, the company will terminate and distribute all amounts in the trust account[59]. Redemption and Liquidation - If the initial business combination is not completed within the specified period, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, estimated to be approximately $10.00 per share[49]. - Public shareholders can redeem their shares for cash only upon completion of an initial business combination or if not completed within 18 months (or up to 21 months at the discretion of GSR Sponsor) from the IPO closing[55]. - The company will cease operations and liquidate if it does not complete the business combination within the allotted time, with no redemption rights for public rights[45]. - If the company fails to complete the business combination, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[43]. Financial Position and Challenges - As of December 31, 2024, the company had $1,787,033 in cash for working capital needs, indicating potential liquidity challenges[91]. - The company has $1,886,349 in working capital as of December 31, 2024, indicating its liquidity position[174]. - The company may need to raise additional funds to meet operational expenditures and complete its initial business combination[91]. - The company may require additional financing to complete a business combination or fund the operations of the target business, and failure to secure such financing could adversely affect growth[105]. Management and Governance - The company has a leadership team including Co-CEOs Gus Garcia and Lewis Silberman, both of whom have extensive experience in SPAC transactions totaling approximately $20 billion in negotiated equity value[196][197]. - Anantha Ramamurti, the President and CFO, has led over 65 transactions totaling over $80 billion in transaction value across various financial products[199]. - The board of directors consists of six members, with all directors expected to attend at least 75% of meetings held during fiscal year 2024[210]. - Three independent directors have been identified in compliance with Nasdaq listing standards[211]. - The audit committee is composed solely of independent directors and is chaired by Susie Kuan, who qualifies as an "audit committee financial expert"[214]. Risks and Market Conditions - Geopolitical instability, particularly from the Russia-Ukraine conflict and tensions in the Middle East, could adversely affect the company's ability to complete a business combination[83]. - Recent inflation increases may lead to price volatility in publicly traded securities, complicating the business combination process[86]. - The increasing number of special purpose acquisition companies may make attractive targets scarcer, increasing the cost and complexity of finding suitable targets[102]. - The company may face intense competition from other entities seeking similar business combinations, which could limit its acquisition capabilities[60]. Compliance and Regulatory Issues - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[66]. - The company is subject to laws and regulations that may change, potentially having a material adverse effect on business and results of operations[144]. - Regulatory reviews, such as those by CFIUS, may delay or prohibit the company's initial business combination, limiting the pool of potential targets[112]. Legal and Indemnification Matters - GSR Sponsor has agreed to indemnify the company against claims that reduce the trust account below $10.00 per public share[52]. - The company may not have sufficient funds to satisfy indemnity obligations related to claims against the trust account, which could reduce the per-share redemption amount below $10.00[138]. - There are no material legal proceedings against the company or its executive officers as of the date of the report[207]. Financial Statements and Reporting - The financial statements as of December 31, 2024, were prepared under the assumption of continuing as a going concern for one year from the issuance date, with substantial doubt expressed about the ability to continue if an initial business combination is not completed by May 6, 2026[143]. - The company has agreed to pay an affiliate of GSR Sponsor a fee of $55,556 per month for office space and administrative services[151]. - The company incurred $111,112 in fees for administrative services during the year ended December 31, 2024, which are included in general and administrative expenses[178].
GSR III Acquisition Corp(GSRT) - 2024 Q4 - Annual Report