GSR IV Acquisition Corp-A美股招股说明书(2025-09-05版)

GSRIV Acquisition Corp. 20,000,000Units_________________________ GSRIVAcquisition Corp.is a blank check company,incorporated as a CaymanIslands exempted company for the purpose of effecting a merger, share exchange, assetacquisition,share purchase,recapitalization,reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectusasour initial business combination.We have not selected any business combinationtargetand we have not,nor has anyone on our behalf,initiated any substantivediscussions,directly or indirectly,with any business combination target.While wemaypursue an initial business combination target in any industry or geographiclocation(subject to certain limitations described in this prospectus),we intend tofocus our search on high potential businesses based in the UnitedStates. Weare an“emerging growth company”and“smaller reporting company”underapplicablefederal securities laws and will be subject to reduced public companyreportingrequirements.Investing in our securities involves risks.See“RiskFactors”beginning on page 40.Investors will not be entitled to protectionsnormally afforded to investors in Rule419 blank check offerings. (1)Includes (i)$0.40 per unit, or $8,000,000 in the aggregate (or $9,200,000 in the aggregateifthe over-allotment option is exercised in full),payable to the underwriters for deferredunderwritingcommissions to be placed in a trust account located in the UnitedStates,asdescribed herein, and (ii)$0.15 per unit, or $3,000,000 in the aggregate (or $0.15 per unit,or $3,450,000 in the aggregate if the over-allotment option is exercised in full), payable tothe underwriters upon the closing of this offering. Does not include certain fees and expensespayable to the underwriters in connection with this offering. See “Underwriting (Conflicts ofInterest)” for a description of underwriting compensation payable to the underwriters. Ofthe proceeds we receive from this offering and the sale of the privateplacementunits described in this prospectus,$200.0millionor$230.0millionifthe underwriters’ over-allotment option is exercised in full ($10.00 per unit), willbedeposited into a segregated trust account located in the UnitedStateswithOdyssey Transfer and Trust Company acting as trustee. Except with respect to interestearnedon the funds held in the trust account that may be released to us to fund ourworking capital requirements, subject to a lifetime limit of $500,000, and to pay ourtaxes,which shall exclude any 1%U.S.federal excise tax imposed on stockrepurchasesunder the Inflation Reduction Act of 2022 that is imposed on us,if any(“permittedwithdrawals”),if any,the funds held in the trust account will not bereleasedfrom the trust account until the earliest to occur of:(1)ourcompletionof an initial business combination; (2)the redemption of any public shares properlysubmittedin connection with a shareholder vote to amend our amended and restatedmemorandumand articles of association(A)to modify the substance or timing of ourobligation to allow redemption in connection with our initial business combination ortoredeem 100%of our public shares if we do not complete our initial businesscombinationwithin 18(or up to 21 months at the discretion of GSR IV Sponsor LLC,aDelawarelimited liability company(which we refer to throughout this prospectus as“GSRSponsor”)without the need for a shareholder vote and without the ability ofanyshareholder to redeem their shares)from the closing of this offering or(B)withrespect to any other provision relating to shareholders’rights or pre-initialbusiness combination activity;and(3)theredemption of our public sharesifwe have not completed an initial business combination within 18 months(or up to21months at the discretion of GSR Sponsor),from the closing of this offering,subjectto applicable law.If we are unable to complete an initial businesscombinationwithin the 18-month or 21-month period,we may seek an amendment to ouramendedand restated memorandum and articles of association to extend the period oftimewe have to complete an initial business combination beyond 21 months.Ouramendedand restated memorandum and articles of association will require at least aspecialresolution of our shareholders as a matter of Cayman Islands law,meaningthat such an amendment be approved by at least two-thirds of our ordinary shares who,beingentitled to do so,attend and vote(either in person or by proxy)at a generalmeeting of the company. If we seek shareholder approval to extend beyond the 21-monthperiod in which to Table of Contents completean initial business combination to a later date,we will offer our publicshareholdersthe right to have their public ordinary shares redeemed for a pro ratashareof the aggregate amount then on deposit in the trust account,includinginterest(lesspermittedwithdrawalsandupto$100,000ofinteresttopaydissolution expenses), as described in greater detail in this prospectus. The proceeds deposit