GSR III Acquisition Corp-A美国股市招股说明书(2025-10-02版)

ProxyStatement/Prospectus Supplement No.1 ToProxy Statement/Prospectus dated September16,2025 SUPPLEMENTTOPROXYSTATEMENT FOR EXTRAORDINARY GENERAL MEETING OFGSRIIIACQUISITION CORP.(ACAYMAN ISLANDS EXEMPTED COMPANY) and PROSPECTUSFOR UP TO 80,241,571 ORDINARY SHARES AND8,040PREFERREDSHARESOF TERRA INNOVATUM GLOBAL S.R.L. This supplement updates information in the proxy statement/prospectus, datedSeptember16, 2025, included in the registration statement on Form S-4, RegistrationNo.333-287271(the “Registration Statement”), filed by Terra Innovatum Globals.r.l., an Italian limited liability company limited by shares (“Terra Global”),Terra Innovatum s.r.l., an Italian limited liability company, and GSRIIIAcquisition Corp., a Cayman Islands exempted company (“GSRIII”). GSR III filed aproxy statement, in connection with the extraordinary general meeting of shareholdersof GSRIII scheduled to be held on October 7, 2025 (the “General Meeting”).Specifically, this supplement provides updated information regarding the followingchanges: (i)the execution of subscription agreements to purchase PubCo OrdinaryShares in a private placement that will result in gross proceeds of approximately$34.6million and the issuance of 3,461,000 additional PubCo Ordinary Shares atClosing, together with warrants to purchase an additional 2,595,750 PubCo OrdinaryShares; (ii)the execution of additional bridge financing notes in the aggregateamount of $560.0 thousand which are convertible into 80,514 PubCo Ordinary Shares,together with warrants to purchase an additional 161,028 PubCo Ordinary Shares;(iii)the determination of the committee members of PubCo’s board committees; and(iv)changes to the Terra Innovatum beneficial ownership disclosure. The proxy statement/prospectus provides detailed information about the BusinessCombination and other matters to be considered at the General Meeting. You areencouraged to carefully read the entire document, including the annexes. Terms nototherwise defined herein are as defined in the proxy statement/prospectus. Youshould, in particular, carefully consider the risk factors described in “RiskFactors” beginning on page23 of the proxy statement/prospectus. NEITHERTHE U.S.SECURITIESAND EXCHANGE COMMISSION NOR ANY STATESECURITIESREGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONSDESCRIBEDIN THE PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BEISSUEDIN THE BUSINESS COMBINATION,PASSED UPON THE MERITS OR FAIRNESS OFTHEBUSINESS COMBINATION OR RELATED TRANSACTIONS,OR PASSED UPON THEADEQUACYOR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS ORTHISSUPPLEMENT.ANYREPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINALOFFENSE. This supplement to the proxy statement/prospectus is dated October2, 2025. ADDITIONALFINANCINGS SINCE DATE OF PROXY STATEMENT/PROSPECTUS Since the mailing of the proxy statement/prospectus on September16, 2025, theparties have entered into additional financing agreements which will result in theissuance at or subsequent to Closing of additional PubCo Ordinary Shares. Thesefinancings, which are described in more detail below, will result in the receipt ofan aggregate of $34.6million in additional proceeds to PubCo. PIPEFinancing Agreements On September23, 2025, GSR III entered into Subscription Agreements (the “PIPESubscriptionAgreement”) with certain accredited investors (the“Subscribers”), pursuant to which GSR III agreed to issue and sell, in a private placement (the “PIPE Financing”), 3,184,000 of its ordinary shares (the “PIPEShares”), warrants to purchase up to 1,592,000 ordinary shares of GSR III at $12.00per share (the “Half Warrants”) and warrants to purchase up to 796,000 ordinaryshares of the Company at $16.00 per share (the “Quarter Warrants”, and togetherwith the Half Warrants, the “PIPE Warrants”), for an aggregate total of $31.8million. The PIPE Financing is being conducted in connection with the GSRIII’spreviously announced business combination (the “Business Combination”) with TerraInnovatum s.r.l., an Italian limited liability company (“Terra OpCo”), TerraInnovatum Global N.V., a Dutch public limited liability company (“PubCo”) andrelated parties. Subsequent to September23, 2025, GSR III entered into PIPESubscription Agreements for an additional 277,000 of its ordinary shares, HalfWarrants to purchase up to 138,500 ordinary shares, and Quarter Warrants to purchaseup to 69,250 ordinary shares, for an aggregate total of $2.8million. The PIPE Subscription Agreements provides for the sale of an aggregate of3,461,000 ordinary shares at a purchase price of $10.00 per share and Half Warrantsto purchase up to 1,730,500 ordinary shares and Quarter Warrants to purchase up to865,250 ordinary shares, subject to adjustment as set forth in the PIPE Warrants. ThePIPE Warrants, which will be issued in connection with closing of the PIPE Financing,are exercisable immediately upon issuance and have a term of fiveyears from thedate of issuance. The PIPE