8-K/A
Terra Innovatum Global N.V. (NKLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):October 9, 2025
Terra Innovatum Global N.V.
(Exact name of registrant as specified in itscharter)
| Netherlands | 001-42901 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| Via della Chiesa XXXII,<br><br> <br>759 Lucca, Italy | 55100 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
+39 0583 55797
(Registrant’s telephone number, includingarea code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Ordinary Shares, par value EUR 0.01 per share | NKLR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K for the event dated October 9, 2025 which was filed with the Securities and Exchange Commission on October 16, 2025 (the “Original Filing”) solely to include the financial statements of XIT Corp. (formerly GSR III Acquisition Corp.) (“GSR III”) as of and for the three and nine months ended September 30, 2025 as well as updated pro forma financial statements. Except as amended herewith, the Original Filing is not changed.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of GSR III as of December 31, 2024 and 2023 and for the year ended December 31, 2024 and for the period from May 10, 2023 (inception) through December 31, 2023 are included in the Proxy Statement/Prospectus beginning on page F-19, which are incorporated herein by reference.
The audited financial statements of Terra Opco as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023 are included in the Proxy Statement/Prospectus beginning on page F-37, which are incorporated herein by reference.
The audited financial statements of New TopCo as of April 29, 2025 and for the period beginning April 29, 2025 (inception) and ended April 29, 2025, are included in the Proxy Statement/Prospectus beginning on page F-68, which are incorporated herein by reference.
The unaudited financial statements of GSR III as of June 30, 2025 and for the periods ended June 30, 2025 and 2024 are included in the Proxy Statement/Prospectus beginning on page F-2, which are incorporated herein by reference.
The unaudited financial statements of GSR III as of September 30, 2025 and for the periods ended September 30, 2025 and 2024 are filed as Exhibit 99.8 hereto.
The unaudited consolidated financial statements of New TopCo as of June 30, 2025 and for the periods ended June 30, 2025 and 2024 are included in the Proxy Statement/Prospectus beginning on page F-51, which are incorporated herein by reference.
The unaudited consolidated financial statements of New TopCo as of September 30, 2025 and for the periods ended September 30, 2025 and 2024 are incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 which was filed on November 17, 2025.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of New TopCo, Terra OpCo and GSR III as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 is incorporated by reference to Exhibit 99.1 hereto.
The unaudited pro forma condensed combined financial information of New TopCo, Terra OpCo and GSR III as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 is incorporated by reference to Exhibit 99.9 hereto.
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(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TERRA INNOVATUM GLOBAL, N.V. | ||
|---|---|---|
| Date: November 17, 2025 | By: | /s/ Alessandro Petruzzi |
| Name: | Alessandro Petruzzi | |
| Title: | Chief Executive Officer |
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Exhibit 99.8
XIT CORP. (FORMERLY GSR III ACQUISITION CORP.)
BALANCE SHEETS
(Unaudited)
| **** | December 31,2024 | **** | |||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash | 465,946 | $ | 1,787,033 | ||
| Prepaid expenses | 81,250 | 148,845 | |||
| Total current assets | 547,196 | 1,935,878 | |||
| Cash and investments held in trust account | 238,741,710 | 231,412,096 | |||
| Total Assets | 239,288,906 | **** | $ | 233,347,974 | **** |
| Liabilities, Class A Ordinary Shares Subject to Possible<br> Redemption and Shareholders’ Deficit | **** | **** | **** | **** | **** |
| Current liabilities: | **** | **** | **** | **** | **** |
| Accounts payable and accrued expenses | 2,539,638 | $ | 49,529 | ||
| Total current liabilities | 2,539,638 | 49,529 | |||
| Deferred underwriting commissions | 9,200,000 | 9,200,000 | |||
| Total liabilities | 11,739,638 | **** | **** | 9,249,529 | **** |
| Commitments and Contingencies (Note 6) | **** | **** | **** | **** | **** |
| Class A ordinary shares, 0.0001 par value; 23,000,000 shares subject to possible redemption at 10.38 and 10.06 per share as of September 30, 2025 and December 31, 2024, respectively | 238,741,710 | 231,412,096 | |||
| Shareholders’ Deficit | **** | **** | **** | **** | **** |
| Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2025 and December 31, 2024 | - | - | |||
| Class A ordinary shares, 0.0001 par value; 200,000,000 shares authorized; 422,500 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024 | 42 | 42 | |||
| Class B ordinary shares, 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024 | 575 | 575 | |||
| Additional paid-in capital | - | - | |||
| Accumulated deficit | (11,193,059 | ) | (7,314,268 | ) | |
| Total Shareholders’ Deficit | (11,192,442 | ) | (7,313,651 | ) | |
| Total Liabilities, Class A Ordinary Shares Subject<br> to Possible Redemption and Shareholders’ Deficit | 239,288,906 | **** | $ | 233,347,974 | **** |
All values are in US Dollars.
The accompanying notes are an integral partof these unaudited financial statements.
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XIT CORP. (FORMERLY GSR III ACQUISITION CORP.)
STATEMENTS OF OPERATIONS
(Unaudited)
| **** | For the Three Months Ended September 30, | **** | For the Nine Months Ended September 30, | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| General and administrative expenses | $ | 2,083,496 | $ | 85,810 | $ | 3,878,833 | $ | 116,235 | ||||
| Loss from operations | **** | (2,083,496 | ) | **** | (85,810 | ) | **** | (3,878,833 | ) | **** | (116,235 | ) |
| Other income | ||||||||||||
| Interest and dividends earned on investments held in trust account | 2,468,461 | - | 7,329,614 | - | ||||||||
| Interest from the bank account | 8 | - | 42 | - | ||||||||
| Net income (loss) | $ | 384,973 | **** | $ | (85,810 | ) | $ | 3,450,823 | **** | $ | (116,235 | ) |
| Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares | 23,000,000 | - | 23,000,000 | . | ||||||||
| Basic and diluted net income (loss) per share, redeemable ordinary shares | $ | 0.01 | $ | - | $ | 0.12 | $ | - | ||||
| Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | 6,172,500 | 5,750,000 | 6,172,500 | 5,750,000 | ||||||||
| Basic and diluted net income (loss) per share, non-redeemable ordinary shares | $ | 0.01 | $ | (0.01 | ) | $ | 0.12 | $ | (0.02 | ) |
The accompanying notes are an integral partof these unaudited financial statements.
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XIT CORP. (FORMERLY GSR III ACQUISITION CORP.)
STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)EQUITY
For the Three and Nine Months Ended September30, 2025
(Unaudited)
| **** | Ordinary Shares | Additional | **** | **** | Total | **** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Class A | Class B | Paid-in | Accumulated | **** | Shareholders’ | **** | |||||||||
| **** | Shares | Amount | Shares | Amount | Capital | Deficit | **** | Deficit | **** | |||||||
| Balance - January 01, 2025 | **** | 422,500 | $ | 42 | **** | 5,750,000 | $ | 575 | $ | - | $ | (7,314,268 | ) | $ | (7,313,651 | ) |
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | - | - | (2,423,265 | ) | (2,423,265 | ) | |||||||
| Net income | - | - | - | - | - | 1,163,020 | 1,163,020 | |||||||||
| Balance - March 31, 2025 | **** | 422,500 | $ | 42 | **** | 5,750,000 | $ | 575 | $ | - | $ | (8,574,513 | ) | $ | (8,573,896 | ) |
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | - | - | (2,437,888 | ) | (2,437,888 | ) | |||||||
| Net income | - | - | - | - | - | 1,902,830 | 1,902,830 | |||||||||
| Balance - June 30, 2025 | **** | 422,500 | $ | 42 | **** | 5,750,000 | $ | 575 | $ | - | $ | (9,109,571 | ) | $ | (9,108,954 | ) |
| Subsequent measurement of ordinary shares subject to possible redemption | - | - | - | - | - | (2,468,461 | ) | (2,468,461 | ) | |||||||
| Net income | - | - | - | - | - | 384,973 | 384,973 | |||||||||
| Balance - September 30, 2025 | **** | 422,500 | $ | 42 | **** | 5,750,000 | $ | 575 | $ | - | $ | (11,193,059 | ) | $ | (11,192,442 | ) |
The accompanying notes are an integral partof these unaudited financial statements.
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XIT CORP. (FORMERLY GSR III ACQUISITION CORP.)
STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)EQUITY - (Continued)
For the Three and Nine Months Ended September30, 2024
(Unaudited)
| **** | Ordinary Shares | Additional | **** | **** | TotalShareholders’ | **** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Class A | Class B | Paid-in | Accumulated | **** | Equity | **** | |||||||||
| **** | Shares | Amount | Shares | Amount | Capital | Deficit | **** | (Deficit) | **** | |||||||
| Balance - January 01, 2024 | **** | - | $ | - | **** | 5,750,000 | $ | 575 | $ | 24,425 | $ | (16,498 | ) | $ | 8,502 | **** |
| Net income | - | - | - | - | - | - | - | |||||||||
| Balance - March 31, 2024 | **** | - | $ | - | **** | 5,750,000 | $ | 575 | $ | 24,425 | $ | (16,498 | ) | $ | 8,502 | **** |
| Net loss | - | - | - | - | - | (30,425 | ) | (30,425 | ) | |||||||
| Balance - June 30, 2024 | **** | - | $ | - | **** | 5,750,000 | $ | 575 | $ | 24,425 | $ | (46,923 | ) | $ | (21,923 | ) |
| Net loss | - | - | - | - | - | (85,810 | ) | (85,810 | ) | |||||||
| Risk capital funding to repay promissory<br>note — related party and accrued expenses | - | - | - | - | 113,228 | - | 113,228 | |||||||||
| Balance - September 30, 2024 | - | $ | - | 5,750,000 | $ | 575 | $ | 137,653 | $ | (132,733 | ) | $ | 5,495 | **** |
The accompanying notes are an integral partof these unaudited financial statements.
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XIT CORP. (FORMERLY GSR III ACQUISITION CORP.)
STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash Flows from Operating Activities: | ||||||
| Net income (loss) | $ | 3,450,823 | $ | (116,235 | ) | |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
| Interest and dividends earned on investments held in trust account | (7,329,614 | ) | - | |||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses | 67,595 | - | ||||
| Accounts payable and accrued expenses | 2,490,109 | 116,235 | ||||
| Net cash used in operating activities | (1,321,087 | ) | - | |||
| Net decrease in cash | (1,321,087 | ) | - | |||
| Cash - beginning of the period | 1,787,033 | - | ||||
| Cash - end of the period | $ | 465,946 | $ | - | ||
| Supplemental disclosure of noncash investing and financing activities: | ||||||
| Deferred offering costs included in accrued expenses | $ | - | $ | 608,306 | ||
| Repayment of promissory note - related party through risk capital funding | $ | - | $ | 93,228 | ||
| Repayment of accrued expenses through risk capital funding | $ | - | $ | 20,000 | ||
| Prepaid expenses included in deferred offering costs | $ | - | $ | 8,502 | ||
| Payment of deferred offering costs included in promissory note - related party | $ | - | $ | 132,984 | ||
| Subsequent measurement of ordinary shares subject to possible redemption | $ | 7,329,614 | $ | - |
The accompanying notes are an integral partof these unaudited financial statements.
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XIT CORP. (FORMERLY GSR III ACQUISITION CORP.)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
XIT Corp. (the “Company”) was incorporated as a Cayman Islands exempted company under the name “GSR III Acquisition Corp.” on May 10, 2023. The Company was incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). On October 9, 2025, the Company changed its name to “XIT Corp.” via special resolution, which name change was certified on October 14, 2025.
As of September 30, 2025, the Company had not yet commenced operations. All activity for the period from May 10, 2023 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from investments held in trust, which proceeds were derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
Business Combination
On April 21, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Terra Innovatum s.r.l., an Italian limited liability company (“Terra Innovatum”). Pursuant to the terms of the Business Combination Agreement, on October 9, 2025, the Company, Terra Innovatum and their related parties undertook a series of reorganizations, equity issuances, and purchases, resulting in the Company becoming a wholly owned subsidiary of a Dutch public limited liability company (“Pubco”), which was formed as part of the transaction (the “Business Combination”), as further described in Note 10.
Financing
The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2024. On November 8, 2024, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $230,000,000 (see Note 3).
Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 422,500 units including 7,500 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to GSR III Sponsor LLC (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,225,000, which is described in Note 4. This amount from the sale of the Private Placement Units are added to the net proceeds from the Initial Public Offering held in the Trust Account. The proceeds received from the sale of the Private Placement Units held in the Trust Account was used partially to pay some general and administrative expenses.
Transaction costs amounted to $11,084,352, consisting of $975,000 of cash underwriting fees, $9,200,000 of deferred underwriting fees which will be paid on the consummation of initial Business Combination, and $909,352 of other offering costs.
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Upon the closing of the Initial Public Offering and the Private Placement, $230,000,000 ($10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested only in in either (i) 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, (ii) as uninvested cash, or (iii) an interest or non-interest bearing bank demand deposit account or other accounts at a bank. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend amended and restated memorandum and articles of association (A) to modify the substance or timing of obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if initial Business Combination is not completed within the completion window; or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the completion window, from the closing of Initial Public Offering, return of the funds held in the trust account to public shareholders as part of redemption of the public shares.
The Nasdaq listing rules require that the initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). Management may, however, structure an initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
The Company is required to provide its Class A ordinary shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.
All of the Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption of such public shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial Business Combination and in connection with certain amendments to second amended and restated memorandum and articles of association. In accordance with SEC guidance on redeemable equity instruments, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Class A ordinary shares sold as part of the units in the offering were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, initial shareholders, directors and officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of a Business Combination.
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Notwithstanding the foregoing, the Company’s Second Amended and Restated Memorandum and Articles of Association provides that 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.
Completion Window
If the Company is unable to complete an initial Business Combination within the 18 or 21-month period, it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company’s amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, the Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed in the period provided, the membership interests of the Sponsor become worthless.
Going Concern Consideration
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification 205-40, “Presentation of Financial Statements
- Going Concern,” we have determined that mandatory liquidation, should we not complete a Business Combination and an extension of our deadline to do so not be approved by the shareholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern if it does not complete a Business Combination.
As of September 30, 2025, the Company had $465,946 in its operating bank account and working capital deficit of $1,992,442. The Company has incurred and expects to incur significant costs to operate as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
As further disclosed in Note 10, on October 9, 2025, management completed a Business Combination before the mandatory liquidation date, resulting in sufficient liquidity for the Company. As such, the substantial doubt about the Company’s ability to continue as a going concern has been alleviated.
Risks and Uncertainties
Management continues to evaluate the impact of significant global events such as the Russia/Ukraine and Israel/Palestine conflicts, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. As such, the information included in these financial statements should be read in conjunction with the Company’s latest audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025. In the opinion of the Company’s management, these financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2025, and the Company’s results of operations and cash flows for the periods presented. The results of operations included in the financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had $465,946 and $1,787,033 in cash, respectively. The Company did not have any cash equivalents as of September 30, 2025 or December 31, 2024.
Cash and Investments Held in Trust Account
As of September 30, 2025 and December 31, 2024, the Company had $238,741,710 and $231,412,096 in cash and investments held in the trust account, respectively, comprised of money market funds that invest in U.S. government securities. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest and dividends earned on investments held in the Trust Account in the statement of operations. The estimated fair value of cash and investments held in the Trust Account is determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of September 30, 2025 and December 31, 2024, the Company has not experienced losses on these accounts.
Fair Value Measurements
The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are-measured and reported at fair value at least annually.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|---|---|
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted<br>prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;<br>and |
| --- | --- |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own<br>assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers<br>are unobservable. |
| --- | --- |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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Offering Costs Associated with the Initial Public Offering
Offering costs consist of legal, administrative, and other costs incurred through the date of the Initial Public Offering that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs were allocated to Public and Private Rights issued in the Initial Public Offering on residual value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 or December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Class A Redeemable Share Classification
The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.
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Accordingly, as of September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ deficit on the Company’s balance sheets, as summarized in the following table:
| Public offering proceeds | $ | 230,000,000 | |
|---|---|---|---|
| Less: | |||
| Proceeds allocated to public rights | (4,107,143 | ) | |
| Allocation of offering costs related to redeemable shares | (10,885,942 | ) | |
| Plus: | |||
| Accretion of carrying value to redemption value | 14,993,085 | ||
| Ordinary shares subject to possible redemption, November 8, 2024 | $ | 230,000,000 | |
| Plus: | |||
| Subsequent measurement of ordinary shares subject to possible redemption | 1,412,096 | ||
| Ordinary shares subject to possible redemption, December 31, 2024 | $ | 231,412,096 | |
| Plus: | |||
| Subsequent measurement of ordinary shares subject to possible redemption | 2,423,265 | ||
| Ordinary shares subject to possible redemption, March 31, 2025 | $ | 233,835,361 | |
| Plus: | |||
| Subsequent measurement of ordinary shares subject to possible redemption | 2,437,888 | ||
| Ordinary shares subject to possible redemption, June 30, 2025 | $ | 236,273,249 | |
| Plus: | |||
| Subsequent measurement of ordinary shares subject to possible redemption | 2,468,461 | ||
| Ordinary shares subject to possible redemption, September 30, 2025 | $ | 238,741,710 |
Net Income (Loss) Per Ordinary Share
The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Units since the exercise of the units is contingent upon the occurrence of future events. As of September 30, 2025 and December 31, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):
| **** | For the Three Months Ended September 30, | **** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | 2025 | **** | 2024 | **** | ||||||||
| Particulars | Redeemable Shares | **** | Non-Redeemable Shares | **** | Redeemable Shares | **** | Non-Redeemable Shares | **** | ||||
| Basic and diluted net income (loss) per share: | ||||||||||||
| Weighted average shares outstanding | 23,000,000 | 6,172,500 | - | 5,750,000 | ||||||||
| Ownership percentage | 79 | % | 21 | % | 0 | % | 100 | % | ||||
| Numerators: | ||||||||||||
| Allocation of net income (loss) | $ | 303,518 | $ | 81,455 | $ | - | $ | (85,810 | ) | |||
| Denominators: | ||||||||||||
| Weighted average shares outstanding | 23,000,000 | 6,172,500 | - | 5,750,000 | ||||||||
| Basic and diluted net income (loss) per share | $ | 0.01 | $ | 0.01 | $ | - | $ | (0.01 | ) |
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| For the Nine Months Ended September 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Particulars | Redeemable <br><br>Shares | Non-Redeemable <br><br>Shares | Redeemable <br><br>Shares | Non-Redeemable <br><br>Shares | ||||||||
| Basic and diluted net income (loss) per share: | ||||||||||||
| Weighted average shares outstanding | 23,000,000 | 6,172,500 | - | 5,750,000 | ||||||||
| Ownership percentage | 79 | % | 21 | % | 0 | % | 100 | % | ||||
| Numerators: | ||||||||||||
| Allocation of net income (loss) | $ | 2,720,676 | $ | 730,147 | $ | - | $ | (116,235 | ) | |||
| Denominators: | ||||||||||||
| Weighted average shares outstanding | 23,000,000 | 6,172,500 | - | 5,750,000 | ||||||||
| Basic and diluted net income (loss) per share | $ | 0.12 | $ | 0.12 | $ | - | $ | (0.02 | ) |
Stock-Based Compensation
The Company recognizes compensation costs resulting from the issuance of stock-based awards to directors as an expense in the financial statement over the requisite service period based on a measurement of fair value for each stock-based award. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the estimated stock price of the Company, expected life of shares, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units (including underwriters’ over-allotment exercise of 3,000,000 Units) at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000 to the Company which was placed in the Trust Account. Each Unit consists of one Class A ordinary share and one-seventh of one public right (the “Public Right”). Each whole right entitles the holder thereof to purchase one Class A ordinary share at a price of $10.00 per share. No fractional rights will be issued upon separation of the Units and only whole rights will trade. The underwriters exercised their over-allotment option on consummation of the Initial Public offering to purchase 3,000,000 additional units to cover over-allotments.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 422,500 units (including underwriters’ over-allotment exercise of 7,500 Units at a price of $10.00 per Private Placement Unit), generating total proceeds of $4,225,000. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-seventh of one private right (“Private Placement Rights”) to purchase one Class A ordinary share at $10.00 per share.
The private placement units have terms and provisions that are identical to the units sold as part of the Initial Public Offering. The private placement units (including any private placement shares, any private placement rights and any Class A ordinary shares underlying the private placement rights) are not transferable, assignable or saleable until 30 days after the completion of an initial Business Combination except pursuant to limited exceptions.
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NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On May 30, 2023, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class B ordinary shares of the Company (after giving effect to a share surrender effected on June 5, 2024). The initial shareholders have not forfeited Founder Shares as the over-allotment option was exercised in full by the underwriter. The Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.
On November 8, 2024, the Sponsor transferred 30,000 Founder Shares to its three independent directors (10,000 Founder Shares per director) of the Company, at a price of $0.004348 per share. Each buyer paid $43.48 for an aggregate purchase price of $130.44 in consideration of the assignment of shares. If the director ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsor’s election, it will either repurchase the shares at the purchase price or forfeit the shares back to the Company for no consideration. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation.
Additionally, on December 19, 2024, the Sponsor transferred another 225,000 Founder Shares to another member of the management team at a price of $0.004348 per share for an aggregate purchase price of $978.30.
The sale of the Founder Shares to the Company’s directors and director’s nominees by the Sponsor is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 255,000 shares granted to the Company’s directors and management person was at the acquisition price per share of $0.004348.
The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.
Administrative Services Agreement
Commencing on November 8, 2024, the Company has entered into an agreement to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2025, the Company incurred $166,668 and $500,004 in fees for these services, respectively, which are included within general and administrative expenses in the accompanying statements of operations (none for the three and nine months ended September 30, 2024). There were no related amounts payable as of September 30, 2025 and December 31, 2024.
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Promissory Note - Related Party
During June 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was noninterest bearing, unsecured and became due on November 8, 2024 upon the closing of the Initial Public Offering. During the year ended December 31, 2024, the Company borrowed $132,984 under the Note to pay for offering costs, of which $98,228 was settled through risk capital funding and $34,756 was repaid from the proceeds of the Initial Public Offering placed in the Trust Account. The risk capital used to settle a portion of the Note is part of the private placement units issued contemporaneously with the Initial Public Offering and hence included as part of additional paid-in capital in the accompanying statements of changes in shareholders’ deficit. As of September 30, 2025 and December 31, 2024, the Company had no outstanding balance under the Note.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2025 and December 31, 2024, the Company had no outstanding Working Capital Loans.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units (including private placement unit and private placement rights), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Units, and (iii) Private Placement Units and the Class A ordinary shares underlying such Private Placement Units that may be issued upon conversion of any Sponsor funded, have registration rights to require the Company to register a sale of any of securities held by holders of the securities pursuant to a registration rights agreement that was signed prior to the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of initial Business Combination and rights to require to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares - The Company is authorized to issue 1,000,000 preference shares, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.
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Class A Ordinary Shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with $0.0001 par value. As of September 30, 2025 and December 31, 2024, there were 422,500 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with $0.0001 par value. In May 2023, the Company issued an aggregate of 5,750,000 Founder Shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share, of which an aggregate of up to 750,000 shares were subject to forfeiture for no consideration to the extent that the underwriter’s overallotment option was not exercised in full or in part. As a result of the underwriters’ exercise of their over-allotment option in full on November 8, 2024, all 750,000 Class B ordinary shares were no longer subject to forfeiture. As of September 30, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.
Holders of the Class B ordinary shares have the right to appoint all the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class, except as required by law or share exchange rule; provided, that the holders of Class B ordinary shares are be entitled to vote as a separate class to increase the authorized number of Class B ordinary shares. Each ordinary share has one vote on all such matters.
The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares, will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares issued in the Initial Public Offering, including shares issued in connection with the underwriter exercise of their option to purchase additional Units, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement rights issued to the Sponsor, its affiliates or any member of the management team upon conversion of any funded by the Company’s Sponsor.
Rights
On November 8, 2024, 3,285,714 public rights and 60,357 private rights were issued as part of the Initial Public Offering and Private Placement, respectively.
The gross proceeds of the Initial Public Offering were allocated to the public rights based on relative value, with $4,107,143 recorded in shareholders’ deficit related to the rights on November 8, 2024. The rights are not remeasured to fair value on a recurring basis.
As of September 30, 2025 and December 31, 2024, there were 3,285,714 public rights and 60,357 private rights included in the Placement Units outstanding. Each holder of one right will receive one Class A ordinary share upon consummation of the initial Business Combination, whether or not the Company will be the surviving entity, even if the holder of a public right converted all Class A ordinary shares held by them or it in connection with the initial Business Combination or an amendment to the Company’s memorandum and articles of association with respect to Company’s pre-Business Combination activities. In the event the Company will not be the survivor upon completion of the initial Business Combination, each holder of rights will be required to affirmatively convert their rights in order to receive the Class A ordinary shares underlying the rights (without paying any additional consideration) upon consummation of the Business Combination. The Company will not issue fractional Class A ordinary shares in connection with an exchange of rights. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire worthless.
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NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| As of <br><br>September 30, <br><br>2025 | Quoted Prices in Active Markets <br><br>(Level 1) | Significant Other Observable Inputs <br><br>(Level 2) | Significant Other Observable Inputs <br><br>(Level 3) | |||||
|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||
| Cash and investments held in Trust Account | $ | 238,741,710 | $ | 238,741,710 | $ | — | $ | — |
| As of <br> December 31, <br> 2024 | Quoted Prices in Active Markets <br><br>(Level 1) | Significant Other Observable Inputs <br><br>(Level 2) | Significant Other Observable Inputs<br><br> (Level 3) | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets: | ||||||||
| Cash and investments held in Trust Account | $ | 231,412,096 | $ | 231,412,096 | $ | — | $ | — |
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
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The Company’s chief operating decision maker (“CODM”) has been identified as the Co-Chief Executive Officers, who collectively review the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews formation and operational costs and interest and dividends earned on cash and investments held in Trust Account, which are included in the accompanying statements of operations.
The key measures of segment profit or loss reviewed by our CODM are interest and dividends earned on cash and investments held in Trust Account and formation and operational costs. The CODM reviews interest and dividends earned on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the required completion window. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as follows.
Business Combination
On October 9, 2025, pursuant to the terms of the Business Combination Agreement, the Business Combination was consummated. As a result of the transaction, the Company ceased to exist as an independent entity and became a wholly owned subsidiary of Pubco. In connection with the closing, holders of 14,475,606 Class A ordinary shares elected to redeem their shares for an aggregate payment of approximately $150.4 million (at $10.39 per share), funded from the Trust Account. After giving effect to these redemptions, the Trust Account held approximately $88.5 million, of which approximately $69.8 million was transferred from the Trust Account to Terra Innovatum Global as part of the closing consideration and approximately $18.7 million was used to settle transaction-related costs, including $9.2 million for deferred underwriting commissions and other professional fees, legal costs, and advisory expenses. Additionally, $36.8 million in PIPE proceeds was received into escrow, which funds were wired to Terra Innovatum Global in accordance with the transaction agreements.
Name Change
Also on October 9, 2025, the Company changed its name to “XIT Corp.” via special resolution, which name change was certified on October 14, 2025.
Stock-Based Compensation
For the 255,000 Founder Shares granted to the Company’s directors and management person, no stock-based compensation was recognized upon consummation of the Business Combination since the grant date fair value per share of $0.004348 equaled the amount initially received for the purchase of the Founder Shares.
Overall
Management believes these transactions significantly impact the Company’s future operations and capital structure. No adjustments have been made to the accompanying financial statements as of September 30, 2025 for these subsequent events.
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Exhibit 99.9
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION
Introduction
The following unaudited pro forma condensed combined financial information and accompanying notes are provided to aid you in your analysis of the financial aspects of the Closing (as defined below), the PIPE Financing (described in the “PIPE Financing” section below), and adjustments for other material events (“Other Material Events”). The pro forma adjustments for the Other Material Events are referred to herein as “Adjustments for Other Material Events.” The following information is also relevant to understanding the unaudited pro forma condensed combined financial information contained herein.
GSR III held an extraordinary general meeting of shareholders on October 7, 2025 (the “Special Meeting”). Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement (as elaborated below), following the Special Meeting, on October 9, 2025 (the “Closing Date”), the Business Combination was consummated (the “Closing”).
On April 21, 2025, GSR III, Terra Innovatum, Terra MergerCo, and New TopCo had entered into the Business Combination Agreement. The Business Combination Agreement and related agreements provided for the following:
Terra Pre-Closing Restructuring
On April 29, 2025, Terra Innovatum formed Terra Innovatum Global as the New TopCo referenced in the Business Combination Agreement with the same holders in the same ownership percentages as Terra Innovatum. On June 23, 2025, Terra Innovatum effectuated the Contribution whereby the quotaholders of Terra Innovatum contributed 100% of their respective quotas in the capital of Terra Innovatum to Terra Innovatum Global As a result of the Contribution, Terra Innovatum became a wholly owned subsidiary of Terra Innovatum Global.
Following the Contribution, but prior to the effective time of the Closing, New TopCo cross-border converted from an Italian limited liability company into a Dutch public limited liability company through the Conversion. The Contribution and the Conversion are collectively considered the Terra Pre-Closing Restructuring.
In connection with and by virtue of the Conversion, each quota of New TopCo held by a New TopCo Quotaholder was converted into New TopCo Ordinary Shares at the Common Conversion Ratio of 475,000 and into New TopCo Preferred Shares at the Preferred Conversion Ratio of 80. Upon the consummation of the Conversion, New TopCo is referred to as “PubCo.”
Following the completion of the Terra Pre-Closing Restructuring, but prior to the effective time of the Closing, the following occurred:
New TopCo formed Terra MergerCo as a direct wholly owned subsidiary of New TopCo for the purpose of consummating the transactions contemplated by the Business Combination Agreement.
| ● | Each whole GSR III Right that was outstanding automatically converted into one GSR III Class A Ordinary Share. |
|---|
At the effective time of the Closing:
| ● | Terra MergerCo merged with and into GSR III, the separate corporate existence of Terra MergerCo ceased and GSR III was the surviving<br>corporation and a wholly owned subsidiary of New TopCo. New TopCo upon the Closing, is referred to as “PubCo”. |
|---|
Each GSR III Ordinary Share issued and outstanding as of immediately prior to the Closing was converted into PubCo Ordinary Shares on a one-for-one basis.
In connection with the Closing, PubCo registered the issuance of PubCo Ordinary Shares with the SEC and became a publicly traded company listed on Nasdaq.
On December 18, 2024, Terra Innovatum entered into an agreement with Park Avenue Capital Group Corp. (“PAC”), a third-party entity, which was immediately superseded by an agreement to appoint Moonshot Warehouse LTD (“Moonshot”), an affiliate of PAC, to serve as its financial advisor regarding a potential business combination with a special purpose acquisition company. PAC received certain fees for its services, which became payable upon the Closing, and were subject to the terms and conditions set forth in the letter agreement dated December 18, 2024 between Terra Innovatum and PAC. Upon the Closing, PAC received a $2.5 million success fee in cash, 223,000 PubCo Ordinary Shares issued at the Closing (the “Ordinary Shares Success Fee”), and a warrant exercisable for up to 1,000,000 PubCo Ordinary Shares at an exercise price of $7.00 per share. Further, PAC was issued 40 PubCo Preferred Shares upon the Closing, which are contingently convertible into shares of PubCo Ordinary Shares (the “Financial Advisor Additional Shares”), subject to the tranche conversion milestones, discussed in the Additional Shares section below. Upon meeting the conditions for each tranche, the shares will mandatorily convert into PubCo Ordinary Shares at a conversion ratio of 10,000 PubCo Ordinary Shares per PubCo Preferred Share. Prior to the Closing Moonshot made a pro rata distribution of the Ordinary Shares Success Fee, the warrant and the Financial Advisor Additional Shares to its partners.
In September 2025 and October 2025, GSR III entered into subscription agreements (the “PIPE Subscription Agreements”) with certain accredited investors (the “Subscribers”), pursuant to which GSR III agreed to issue and sell, in a private placement (the “PIPE Financing”), PubCo Ordinary Shares (the “PIPE Shares”) at a purchase price of $10.00 per share. In connection with the PIPE Financing, GSR III also agreed to issue warrants to purchase PubCo Ordinary Shares at an exercise price of $12.00 per share (the “Half Warrants”), issued at a ratio of one Half Warrant for every two PIPE Shares, and warrants to purchase PubCo Ordinary Shares at an exercise price of $16.00 per share (the “Quarter Warrants”), issued at a ratio of one Quarter Warrant for every four PIPE Shares (together with the Half Warrants, the “PIPE Warrants”). The PIPE Warrants are exercisable immediately upon issuance and have a term of five years from the date of issuance.
Additional Shares — Terra Innovatum Global Quotaholders
Upon the Closing, former Terra Innovatum Global Quotaholders received additional shares in the form of 8,000 PubCo Preferred Shares. The Business Combination Agreement provides, among other things, that the holders of PubCo Preferred Shares issued in connection with the Closing will have the PubCo Preferred Shares mandatorily convert subsequent to the Closing into PubCo Ordinary Shares, subject to the following contingencies:
| ● | An amount equal to 25% of PubCo Preferred Shares (subject to appropriate adjustment in the event of any stock dividend, stock split,<br>combination or other similar recapitalization with respect to the PubCo Preferred Shares), in the aggregate among the Terra Innovatum<br>Global Quotaholders in accordance with their pro rata portion, if at any time during the five-year period following the Closing (the “First<br>Conversion Period”), (A) the volume weighted average price (“VWAP”) of the PubCo Ordinary Share for any five Trading<br>Days within any 20 Trading Days period (“PubCo Trading Price”) is greater than $12.00, or (B) the submittal and docketing<br>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 PubCo Preferred Shares (subject to appropriate adjustment in the event of any stock dividend, stock split,<br>combination or other similar recapitalization with respect to the PubCo Preferred Shares), in the aggregate among the Terra Innovatum<br>Global Quotaholders in accordance with their pro rata portion, if at any time during the First Conversion Period, (A) the PubCo Trading<br>Price is greater than $14.00, or (B) NRC docketing of the SOLO Construction Permit Application, pursuant to 10 CFR Part 50, whichever<br>occurs earlier. |
| --- | --- |
| ● | An amount equal to 25% of PubCo Preferred Shares (subject to appropriate adjustment in the event of any stock dividend, stock split,<br>combination or other similar recapitalization with respect to the PubCo Preferred Shares), in the aggregate among the Terra Innovatum<br>Global Quotaholders in accordance with their pro rata portion, if at any time during the seven-year period following the Closing (the<br>“Second Conversion Period”), and together with the First Conversion Period, the “Conversion Period”, (A) the PubCo<br>Trading Price is greater than $16.00, or (B) acceptance and docketing of SOLO Test Reactor Construction Permit in compliance with the<br>requirements of the Atomic Energy Act of 1954 as set forth in 10 CFR, whichever occurs earlier. |
| --- | --- |
2
| ● | An amount equal to 25% of PubCo Preferred Shares (subject to appropriate adjustment in the event of any stock dividend, stock split,<br>combination or other similar recapitalization with respect to the PubCo Preferred Shares), in the aggregate among the Terra Innovatum<br>Global Quotaholders in accordance with their pro rata portion, if at any time during the Second Conversion Period, (A) the PubCo Trading<br>Price is greater than $18.00, or (B) 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<br>into a definitive agreement that would result in a Change of Control transaction, and (A) the price per share of PubCo Ordinary Shares<br>payable to the shareholders of PubCo in such Change of Control transaction (the “Change of Control Offer Price”) is at least<br>$5.00 per share, then as of immediately prior to the closing of such Change of Control transaction, (x) the applicable share price triggers<br>that have not been achieved shall be deemed to have been satisfied, and (y) the PubCo Preferred Shares shall convert into PubCo Ordinary<br>Shares at the Preferred/Ordinary Conversion Ratio described above as if such Change of Control Offer Price constituted the applicable<br>share price trigger pursuant to the Business Combination Agreement; or (B) the Change of Control Offer Price is less than $5.00 per share<br>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<br>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,<br>provided that any PubCo Preferred Share that is not converted within 20 years of issuance shall be transferred to PubCo and subsequently<br>cancelled by PubCo for no consideration (om niet). |
| --- | --- |
Additional Shares — PAC
Upon the Closing, PAC received additional shares in the form of 40 PubCo Preferred Shares and a warrant exercisable for up to 1,000,000 PubCo Ordinary Shares at an exercise price of $7.00 per share. These PubCo Preferred Shares will mandatorily convert into PubCo Ordinary Shares, subject to the same contingencies described above within the additional shares for Terra Innovatum Global Quotaholders.
Additional Shares — Sponsor
Additionally, pursuant to the Sponsor Support Agreement, entered into by and among Terra Innovatum, GSR III and the Sponsor, 549,500 GSR III Class B Ordinary Shares held by Sponsor immediately prior to the Closing, which convert into shares of PubCo Ordinary Shares on a one-for-one basis, will be subject to certain vesting or forfeiture and cancellation conditions subsequent to the Closing as follows:
If at any time during the First Conversion Period, (a) the PubCo Trading Price is greater than $12.00, or (b) the submittal and docketing of 75% (10 of 13) of the planned pre-application topical reports following the NEI Guidance, whichever occurs earlier, then 25% of the Vesting Sponsor Shares automatically and will immediately vest and no longer be subject to forfeiture and cancellation;
If at any time during the First Conversion Period, (a) the PubCo Trading Price is greater than $14.00, or (b) NRC docketing of the SOLO 2 construction permit application, pursuant to 10 CFR Part 50, whichever occurs earlier, then 25% of the Vesting Sponsor Shares shall automatically and will immediately vest and no longer be subject to forfeiture and cancellation;
If at any time during the Second Conversion Period, (a) the PubCo Trading Price is greater than $16.00, or (b) acceptance and docketing of 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, then 25% of the Vesting Sponsor Shares shall automatically and will immediately vest and no longer be subject to forfeiture and cancellation; and
3
If at any time during the Second Conversion Period, (a) the PubCo Trading Price is greater than $18.00, or (b) issuance of an operating license of SOLO Test Reactor pursuant 10 CFR Part 50, whichever occurs earlier, then 25% of the Vesting Sponsor Shares shall automatically and will immediately vest and no longer be subject to forfeiture and cancellation.
If, (i) prior to the end of the applicable Conversion Period, the applicable share price triggers have not been achieved, (ii) PubCo enters into a definitive agreement that would result in a Change of Control transaction, and (iii) (x) 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 greater than $5.00 per share, then as of immediately prior to the closing of such Change of Control transaction, (A) the applicable share price triggers that have not been achieved shall be deemed to have been satisfied, and (B) the Vesting Sponsor Shares which have not vested, shall immediately vest as if such Change of Control Offer Price constituted the applicable share price trigger pursuant to the Sponsor Support Agreement, in full and final satisfaction of Sponsor’s rights to receive the Vesting Sponsor Shares described above; or (y) the Change of Control Offer Price is less $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 Vesting Sponsor Shares which have not vested, shall immediately vest, in full and final satisfaction of Sponsor’s rights to receive the Vesting Sponsor Shares pursuant to the Sponsor Support Agreement. Notwithstanding anything to the contrary in this Sponsor Agreement, if PubCo Preferred Shares are otherwise converted into PubCo Ordinary Shares and distributed to Terra OpCo Quotaholders, a pro rata portion of the Vesting Sponsor Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Sponsor Agreement.
If, upon the expiration of the applicable Conversion Period, the vesting of any of Vesting Sponsor Shares has not occurred, then the applicable Vesting Sponsor Shares that failed to vest will be automatically forfeited and transferred to PubCo for no consideration.
The table below presents the exchange of Terra Innovatum Global quotas for PubCo Ordinary Shares that occurred upon the Conversion:
| Terra Innovatum Global quotas outstanding as of September 30, 2025^(1)^ | Common Conversion Ratio^(2)^ | Estimated PubCo Ordinary <br><br>Shares issued to Terra Innovatum<br><br> Quotaholders upon Closing | |||
|---|---|---|---|---|---|
| 100 | 475,000 | 47,500,000 | |||
| (1) | Represents quotas held by legacy Terra Innovatum Global Quotaholders. | ||||
| --- | --- | ||||
| (2) | Represents the Per Quota Common Conversion Amount divided by $10.00. |
PIPE Financing
| ● | In September 2025 and October 2025, GSR III entered into Subscription Agreements with certain accredited investors, pursuant to which<br>GSR III agreed to issue and sell, in a private placement, PubCo Ordinary Shares at a purchase price of $10.00 per share. In connection<br>with the PIPE Financing, GSR III agreed to issue the PIPE Warrants which consist of the Half Warrants to purchase PubCo Ordinary Shares<br>at an exercise price of $12.00 per share and the Quarter Warrants to purchase PubCo Ordinary Shares at an exercise price of $16.00 per<br>share. The PIPE Warrants are exercisable immediately upon issuance and have a term of five years from the date of issuance. |
|---|
4
Other Material Events
| ● | Total actual dividends on investments held in the Trust Account subsequent to September 30, 2025 through the Closing Date were $155.6<br>thousand. |
|---|---|
| ● | Terra Innovatum incurred interest expense and amortization of debt issuance costs and debt discounts from October 1, 2025 through<br>the Closing Date on the Bridge Loans held at amortized cost in Terra Innovatum Global’s historical September 30, 2025 financial<br>statements of approximately $47.7 thousand, $0.3 thousand, and $18.9 thousand, respectively. |
| --- | --- |
Additional Information Related to the Unaudited Pro Forma CondensedCombined Financial Information
The unaudited pro forma condensed combined financial information has been prepared based on GSR III’s and Terra Innovatum’s Global historical financial statements as adjusted to give effect to the Closing, the PIPE Financing, and the Other Material Events. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives pro forma effect to the Closing as if it had occurred on September 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 reflects adjustments assuming that any adjustments that were made to the unaudited pro forma condensed combined balance sheet as of September 30, 2025 are assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 reflects adjustments assuming that any adjustments that were made to the unaudited pro forma condensed combined balance sheet as of September 30, 2025 are assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed combined statement of operations.
The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:
| ● | the accompanying notes to the unaudited pro forma condensed combined financial information; |
|---|---|
| ● | the historical audited financial statements of GSR III as of and for<br>the year ended December 31, 2024, and the related notes included in the proxy statement/prospectus filed with the Securities and Exchange<br>Commission by GSR III on September 16, 2025 (the “Proxy Statement/Prospectus); |
| --- | --- |
| ● | the historical unaudited financial statements of GSR III as of and<br>for the nine months ended September 30, 2025, and the related notes incorporated by reference to Exhibit 99.8 to the Current Report on<br>Form 8-K which was filed on November 17, 2025; |
| --- | --- |
| ● | the historical audited financial statements of Terra Innovatum as of<br>and for the year ended December 31, 2024, and the related notes included in the Proxy Statement/Prospectus; |
| --- | --- |
| ● | the historical unaudited consolidated financial statements of Terra<br>Innovatum Global as of and for the nine months ended September 30, 2025, and the related notes incorporated by reference to the Company’s<br>Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 which was filed on November 17, 2025; |
| --- | --- |
| ● | other information relating to GSR III and Terra Innovatum Global contained in the Proxy Statement/Prospectus, including in the sections entitled “GSR III’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Terra Innovatum Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the<br> Annexes and other financial information relating to each of GSR III and Terra Innovatum Global included in the Proxy Statement/Prospectus. |
| --- | --- |
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Closing, the PIPE Financing, and the Other Material Events taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of PubCo. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed combined financial information. If the actual facts are different than these assumptions, the amounts and shares outstanding in the unaudited pro forma condensed combined financial information that follows will be different, and those changes could be material.
5
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEET
AS OF SEPTEMBER 30, 2025
| Actual Redemptions | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Accounting Adjustments | |||||||||||||||
| (In thousands, except for share data) | GSR III Acquisition Corp. Historical | Terra Innovatum Global, S.r.l Historical | PIPE Financing | Notes | Adjustments for Other Material Events | Notes | Other Transaction Accounting Adjustments | Notes | Pro Forma Balance Sheet | ||||||
| Assets | |||||||||||||||
| Current assets: | |||||||||||||||
| Cash and cash equivalents | 466 | $ | 2,151 | 35,673 | 3(aaa) | $ | - | $ | 88,541 | 3(a) | $ | 109,291 | |||
| - | - | - | - | (2,657 | ) | 3(e) | - | ||||||||
| - | - | - | - | (4,163 | ) | 3(f) | - | ||||||||
| - | - | - | - | (219 | ) | 3(k) | - | ||||||||
| - | - | - | - | (1,301 | ) | 3(l) | - | ||||||||
| - | - | - | - | (9,200 | ) | 3(d) | - | ||||||||
| Deferred transaction costs | - | 1,114 | - | - | (1,114 | ) | 3(f) | - | |||||||
| Prepaid expenses and other current assets | 81 | 385 | - | - | 2,547 | 3(l) | 3,013 | ||||||||
| Total current assets | 547 | 3,650 | 35,673 | - | 72,434 | 112,304 | |||||||||
| Cash and investments held in trust account | 238,742 | - | - | 156 | 3(aa) | (88,541 | ) | 3(a) | - | ||||||
| - | - | - | - | (150,357 | ) | 3(q) | - | ||||||||
| Equipment, net | - | 98 | - | - | - | 98 | |||||||||
| Total assets | 239,289 | $ | 3,748 | $ | 35,673 | $ | 156 | $ | (166,464 | ) | $ | 112,402 | |||
| Liabilities and shareholders’ (deficit) equity | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Accounts payable | - | $ | 3,708 | $ | - | $ | - | $ | (1,439 | ) | 3(f) | $ | 2,270 | ||
| - | - | - | - | (219 | ) | 3(e) | - | ||||||||
| - | - | - | - | 220 | 3(t) | - | |||||||||
| Accounts payable and accrued expense | 2,539 | - | - | - | (2,539 | ) | 3(t) | - | |||||||
| Accrued expenses and other current liabilities | - | 221 | - | - | 1,246 | 3(l) | 1,515 | ||||||||
| - | - | - | - | (2,271 | ) | 3(e) | - | ||||||||
| - | - | - | - | 2,319 | 3(t) | - | |||||||||
| Bridge loans, net | - | 3,557 | - | 67 | 3(bb) | (3,624 | ) | 3(o) | - | ||||||
| Total current liabilities | 2,539 | 7,486 | - | 67 | (6,307 | ) | 3,785 | ||||||||
| Related party loan, non-current | - | 325 | - | - | - | 325 | |||||||||
| Other non-current liabilities | - | 167 | - | - | - | 167 | |||||||||
| Deferred underwriting commissions | 9,200 | - | - | - | (9,200 | ) | 3(d) | - | |||||||
| Share-settled contingent liability | - | - | - | - | 2,957 | 3(b) | 598,493 | ||||||||
| - | - | - | - | 591,473 | 3(n) | - | |||||||||
| - | - | - | - | 4,063 | 3(m) | - | |||||||||
| Total liabilities | 11,739 | 7,978 | - | 67 | 582,986 | 602,770 | |||||||||
| GSR III Class A ordinary shares, 0.0001 par value; 23,000,000 shares subject to possible redemption at 10.38 per share as of September 30, 2025 | 238,742 | - | - | - | (150,357 | ) | 3(q) | - | |||||||
| - | - | - | - | (88,541 | ) | 3(s) | - | ||||||||
| - | - | - | - | 156 | 3(h) | - |
All values are in US Dollars.
6
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEET — (Continued) AS OF SEPTEMBER 30, 2025
| Actual Redemptions | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Accounting Adjustments | |||||||||||||||||||
| (In thousands, except for share data) | GSR III Acquisition Corp. Historical | Terra Innovatum Global, S.r.l Historical | PIPE Financing | Notes | Adjustments for Other Material Events | Notes | Other Transaction Accounting Adjustments | Notes | Pro Forma Balance Sheet | ||||||||||
| Shareholders’ (deficit) equity: | |||||||||||||||||||
| GSR III Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2025 | - | - | - | - | - | - | |||||||||||||
| GSR III Class A ordinary shares, 0.0001 par value, 200,000,000 shares authorized; 422,500 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of September 30, 2025 | - | - | - | - | - | 3(j) | - | ||||||||||||
| - | - | - | - | - | 3(p) | - | |||||||||||||
| GSR III Class B ordinary shares, 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2025 | 1 | - | - | - | - | 3(m) | - | ||||||||||||
| - | - | - | - | (1 | ) | 3(p) | - | ||||||||||||
| PubCo Preferred Shares, par value 117.35*; 8,040 shares authorized; 0 shares issued and outstanding as of September 30, 2025 | - | - | - | - | - | - | |||||||||||||
| PubCo Ordinary Shares, par value 0.01*; 500,000,000 shares authorized; 69,751,448 shares issued and outstanding as of September 30, 2025 | - | - | 43 | 3(aaa) | - | 3 | 3(c) | 819 | |||||||||||
| - | - | - | - | 558 | 3(g) | - | |||||||||||||
| - | - | - | - | 10 | 3(o) | - | |||||||||||||
| - | - | - | - | 105 | 3(p) | - | |||||||||||||
| - | - | - | - | 100 | 3(s) | - | |||||||||||||
| Corporate Capital | - | 15 | - | - | (15 | ) | 3(g) | - | |||||||||||
| Additional paid-in-capital | - | 1,402 | 35,630 | 3(aaa) | (1,114 | ) | 3(f) | - | |||||||||||
| - | - | - | - | (11,966 | ) | 3(g) | - | ||||||||||||
| - | - | - | - | - | 3(i) | - | |||||||||||||
| - | - | - | - | - | 3(j) | - | |||||||||||||
| - | - | - | - | (108,724 | ) | 3(n) | - | ||||||||||||
| - | - | - | - | (4,063 | ) | 3(m) | - | ||||||||||||
| - | - | - | - | (156 | ) | 3(h) | - | ||||||||||||
| - | - | - | - | (3 | ) | 3(c) | - | ||||||||||||
| - | - | - | - | (2,957 | ) | 3(b) | - | ||||||||||||
| - | - | - | - | 3,614 | 3(o) | - | |||||||||||||
| - | - | - | - | (104 | ) | 3(p) | - | ||||||||||||
| - | - | - | - | - | 3(r) | - | |||||||||||||
| - | - | - | - | 88,441 | 3(s) | - | |||||||||||||
| Accumulated deficit | (11,193 | ) | (5,617 | ) | - | 156 | 3(aa) | (167 | ) | 3(e) | (491,157 | ) | |||||||
| - | - | - | (67 | ) | 3(bb) | (2,724 | ) | 3(f) | - | ||||||||||
| - | - | - | - | 11,423 | 3(g) | - | |||||||||||||
| - | - | - | - | (219 | ) | 3(k) | - | ||||||||||||
| - | - | - | - | (482,749 | ) | 3(n) | - | ||||||||||||
| - | - | - | - | - | 3(r) | - | |||||||||||||
| Accumulated other comprehensive income | - | (30 | ) | - | - | - | (30 | ) | |||||||||||
| Total shareholders’ (deficit) equity | (11,192 | ) | (4,230 | ) | 35,673 | 89 | (510,708 | ) | (490,368 | ) | |||||||||
| Total liabilities, Class A ordinary shares subject to possible redemption, and shareholders’ (deficit) equity | 239,289 | $ | 3,748 | $ | 35,673 | $ | 156 | $ | (166,464 | ) | $ | 112,402 |
All values are in US Dollars.
| * | Pursuant to the Business Combination Agreement, the par value of PubCo Ordinary Shares is EUR 0.01 per share, and the par value of PubCo Preferred Shares is EUR 100.00 per share. The par values presented above within the unaudited pro forma condensed combined balance sheet are converted to USD, using an exchange rate as of the balance sheet date, and presented rounded. The resulting unrounded par value in USD of PubCo Ordinary Shares and PubCo Preferred Shares is $0.011735 and $117.35, respectively, |
|---|
See accompanying notes to the unaudited proforma condensed combined financial information.
7
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONSFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
| Actual Redemptions | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share and weighted-average share data) | GSR III Acquisition<br><br> Corp. <br><br> Historical | Terra Innovatum Global<br><br> S.r.l.<br><br> Historical | Other Transaction <br> Accounting <br> Adjustments | Notes | Pro Forma Statement of<br><br> Operations | Notes | ||||||||
| Operating expenses: | ||||||||||||||
| General and administrative | $ | 3,879 | $ | 5,655 | $ | 1,952 | 4(e) | $ | 11,486 | |||||
| Development costs | - | 244 | - | 244 | ||||||||||
| Total operating expenses | 3,879 | 5,899 | 1,952 | 11,730 | ||||||||||
| Loss from operations | (3,879 | ) | (5,899 | ) | (1,952 | ) | (11,730 | ) | ||||||
| Interest and dividends earned on investments held in trust account | 7,330 | - | (7,330 | ) | 4(c) | - | ||||||||
| Other expense | - | (215 | ) | - | (215 | ) | ||||||||
| Interest expense | - | (726 | ) | 726 | 4(g) | - | ||||||||
| Change in fair value - warrant liability | - | 1,260 | - | 1,260 | ||||||||||
| Total other income (expense), net | 7,330 | 319 | (6,604 | ) | 1,045 | |||||||||
| Net income (loss) | $ | 3,451 | $ | (5,580 | ) | $ | (8,556 | ) | $ | (10,685 | ) | |||
| Net loss attributable to PubCo ordinary shareholders | $ | (17,138 | ) | |||||||||||
| GSR III basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares | 23,000,000 | - | - | - | ||||||||||
| Basic and diluted net income per share, GSR III redeemable ordinary shares | $ | 0.12 | $ | - | $ | - | $ | - | ||||||
| GSR III basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | 6,172,500 | - | - | - | ||||||||||
| Basic and diluted net income per share, GSR III non-redeemable ordinary shares | $ | 0.12 | $ | - | $ | - | $ | - | ||||||
| PubCo basic and diluted weighted-average ordinary shares outstanding | - | - | - | 69,751,448 | 4(h) | |||||||||
| Basic and diluted net loss per share, PubCo Ordinary Shares | $ | - | $ | - | $ | - | $ | (0.25 | ) | 4(h) |
See accompanying notes to the unaudited proforma condensed combined financial information.
8
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONSFOR THE YEAR ENDED DECEMBER 31, 2024
| Actual Redemptions | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share and weighted-average share data) | GSR III Acquisition Corp.<br><br> Historical | Terra Innovatum<br><br> Global S.r.l.<br><br> Historical | Other Transaction<br><br> Accounting<br><br> Adjustments | Notes | Pro Forma Statement of Operations | Notes | ||||||||
| Operating expenses: | ||||||||||||||
| General and administrative | $ | 463 | $ | 78 | $ | 167 | 4(a) | $ | 6,198 | |||||
| - | - | 219 | 4(b) | - | ||||||||||
| - | - | 2,724 | 4(d) | - | ||||||||||
| - | - | 2,547 | 4(e) | - | ||||||||||
| - | - | - | 4(f) | - | ||||||||||
| - | - | - | - | |||||||||||
| Development costs | - | 75 | - | 75 | ||||||||||
| Total operating expenses | 463 | 153 | 5,657 | 6,273 | ||||||||||
| Loss from operations | (463 | ) | (153 | ) | (5,657 | ) | (6,273 | ) | ||||||
| Dividends earned on investments held in Trust Account | 1,412 | - | (1,412 | ) | 4(c) | - | ||||||||
| Change in fair value of warrant liability | - | - | - | - | ||||||||||
| Other income - related party | - | 129 | - | 129 | ||||||||||
| Other expense | - | - | - | - | ||||||||||
| Total other income (expense), net | 1,412 | 129 | (1,412 | ) | 129 | |||||||||
| Income (Loss) before income taxes | 949 | (24 | ) | (7,069 | ) | (6,144 | ) | |||||||
| Provision for income taxes | - | (10 | ) | - | (10 | ) | ||||||||
| Net income (loss) | $ | 949 | $ | (34 | ) | $ | (7,069 | ) | $ | (6,154 | ) | |||
| GSR III basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares | 3,330,601 | - | - | - | ||||||||||
| Basic and diluted net income per share, GSR III redeemable ordinary shares | $ | 0.10 | $ | - | $ | - | $ | - | ||||||
| GSR III basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | 5,811,182 | - | - | - | ||||||||||
| Basic and diluted net income per share, GSR III non-redeemable ordinary shares | $ | 0.10 | $ | - | $ | - | $ | - | ||||||
| PubCo basic and diluted weighted-average ordinary shares outstanding | - | - | - | 69,751,448 | 4(h) | |||||||||
| Basic and diluted net loss per share attributable to PubCo ordinary shareholders | $ | - | $ | - | $ | - | $ | (0.09 | ) | 4(h) |
See accompanying notes to the unaudited proforma condensed combined financial information.
9
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL INFORMATION
1. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the historical pro forma adjustments criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and presents the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). GSR III and Terra Innovatum management have elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of PubCo at the Closing, the PIPE Financing, and the Other Material Events. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Closing. GSR III and Terra Innovatum have not had any historical relationship prior to the Closing. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma adjustments reflecting the Closing, the PIPE Financing, and the Other Material Events are based on certain currently available information and certain assumptions and methodologies that both GSR III and Terra Innovatum believe are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. Both GSR III and Terra Innovatum believe that the assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Closing, the PIPE Financing, and the Other Material Events based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information has been prepared based on actual redemptions of 14,475,606 shares of redeemable GSR III Class A ordinary shares for an aggregate redemption price of $150.4 million out of the Trust Account.
Included in the shares outstanding and weighted average shares outstanding (for the calculation of pro forma basic and diluted net loss per share) as presented in the unaudited pro forma condensed combined financial information are PubCo Ordinary Shares issued to legacy Terra Innovatum Global Quotaholders and the GSR III Ordinary Shares that remained outstanding following the actual redemptions on the Closing Date and that represent PubCo Ordinary Shares, which includes GSR III Ordinary Shares held by public shareholders, GSR III Ordinary Shares held by the Sponsor and related parties of the Sponsor, and the shares issued to holders of GSR III Rights upon the automatic exercise of the outstanding GSR III Rights at the Closing.
Pursuant to the Business Combination Agreement, former quotaholders of Terra Innovatum received an aggregate of 47,500,000 PubCo Ordinary Shares, each share having one vote. The former quotaholders of Terra Innovatum held approximately 67.6% of the total voting rights in PubCo at the Closing. The table directly below presents shares outstanding and the pro forma voting rights on the Closing Date as depicted in the unaudited pro forma condensed combined balance sheet. This table excludes PubCo Preferred Shares issued to legacy Terra Innovatum Global Quotaholders and PAC in the amount of 8,000 and 40, respectively.
10
Additionally, this table excludes 1,000,000 potentially issuable PubCo Ordinary Shares underlying the warrant issued to PAC as a success fee upon the Closing (see Note 3(i)), 1,702,966 potentially issuable PubCo Ordinary Shares to certain Bridge Loan lenders upon the exercise of warrants issued upon the Closing, 2,762,625 potentially issuance PubCo Ordinary shares upon the exercise of the PIPE Warrants (see Note 3(aaa)), and 10,000 potentially issuable Pubco Ordinary Shares to a third party upon the exercise of a warrant issued as a finder’s fee upon the Closing.
| Actual Redemptions | |||||
|---|---|---|---|---|---|
| **** | Shares | % Ownership | **** | ||
| PubCo Ordinary Shares held by Terra Innovatum Global Quotaholders^(1)^ | 47,500,000 | 67.6 | % | ||
| PubCo Ordinary Shares held by GSR III public shareholders^(2)^ | 11,810,108 | 16.8 | % | ||
| PubCo Ordinary Shares held by Sponsor and related parties of Sponsor^(3)^ | 6,232,857 | 8.9 | % | ||
| PubCo Ordinary Shares held by unrelated third parties^(4)^ | 1,074,483 | 1.5 | % | ||
| PubCo Ordinary Shares underlying the PIPE Financing^(5)^ | 3,683,500 | 5.2 | % | ||
| Total PubCo Ordinary Shares | 70,300,948 | 100.0 | % | ||
| (1) | Consists of PubCo Ordinary Shares issued to legacy Terra Innovatum Global 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 Global Quotaholders of 47,500,000. | ||||
| --- | --- | ||||
| (2) | Consists of, (i) 8,524,394 GSR III Class A Ordinary Shares that were 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 converted, on a one-for-one basis, into GSR III Class A Ordinary Shares immediately prior to the Closing. These GSR III Ordinary Shares converted on a one-for-one basis into PubCo Ordinary Shares upon the Closing. | ||||
| --- | --- | ||||
| (3) | Consists of 6,232,857 GSR III Ordinary Shares issued and outstanding immediately prior to the Closing which converted on a one-for-one basis into PubCo Ordinary Shares at 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 converted on a one-for-one-basis into GSR III Class A Ordinary Shares immediately prior to the Closing. | ||||
| --- | --- | ||||
| (4) | Consists of (i) 223,000 PubCo Ordinary Shares issued to PAC as a success fee upon the Closing of the Business Combination and (ii) 851,483 PubCo Ordinary Shares issued from conversion of the Bridge Loans upon the Closing of the Business Combination. | ||||
| --- | --- | ||||
| (5) | Consists of 3,683,500 PubCo Ordinary Shares issued upon Closing as a result of the PIPE Financing. | ||||
| --- | --- |
| 2. | Accounting Treatment for the Transaction |
|---|
In connection with the Terra Pre-Closing Restructuring, each issued and outstanding quota of New TopCo converted into PubCo Ordinary Shares at the Common Conversion Ratio. Subsequent to the Terra Pre-Closing Restructuring, GSR III merged into Terra MergerCo with GSR III surviving and becoming a wholly owned subsidiary of PubCo. As a result of the merger, GSR III’s issued and outstanding shares converted into PubCo Ordinary Shares on a one-for-one basis. PubCo’s acquisition of GSR III was accounted for as a recapitalization by/via an asset acquisition in accordance with ASC 805-50, as GSR III does not meet the ASC 805 definition of a business.
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The consideration transferred to the GSR III shareholders to effect the asset acquisition consists of PubCo Ordinary Shares and contingently issuable PubCo Ordinary Shares. As GSR III is comprised primarily of monetary assets (Cash and Investments held in Trust Account), the fair value of the aforementioned consideration transferred is deemed equivalent to GSR III’s net assets. As the consideration transferred is deemed equivalent to the net assets acquired, the net assets of GSR III will be stated at their carrying values, which are deemed to be stated at their respective fair values, and no goodwill (or gain or loss) will be recognized.
The conversion of New TopCo’s issued and outstanding quotas into PubCo Ordinary Shares, which was effected in connection with the aforementioned asset acquisition (a recapitalization by/via asset acquisition), was accounted for as a recapitalization in accordance with U.S. GAAP. GSR III was treated as the “acquired” company for accounting purposes and PubCo was treated as the legal and accounting acquirer.
PubCo, which is controlled by legacy Terra Innovatum Global Quotaholders, has been determined to be the accounting acquirer based on the following:
| ● | Legacy Terra Innovatum Global Quotaholders held a majority of the voting interest in PubCo, with 67.6% of the voting power held by<br>legacy Terra Innovatum Global Quotaholders at Closing. |
|---|---|
| ● | All of the senior management of PubCo will come from the senior management of Terra Innovatum. |
| --- | --- |
| ● | Terra Innovatum will appoint a majority of the directors to the board of directors of PubCo. |
| --- | --- |
| ● | The intended strategy of PubCo will be to continue to focus on Terra Innovatum’s core service offerings. |
| --- | --- |
| 3. | Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 |
|---|
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro Forma Adjustments for PIPE Financing:
| (aaa) | In September 2025 and October 2025, GSR III entered into Subscription<br>Agreements for the private placement sale of 3,683,500 PubCo Ordinary Shares at $10.00 per share for aggregate gross proceeds of $36.8<br>million prior to the payment of placement agent fees of $1.2 million. Additionally, in connection with the PIPE Financing, GSR III committed<br>to issue two sets of warrants upon the Closing of the Business Combination, the Half Warrants, exercisable for 1,841,750 PubCo Ordinary<br>Shares at an exercise price of $12.00 per share and the Quarter Warrants, exercisable for 920,875 PubCo Ordinary Shares at an exercise<br>price of $16.00 per share. The PIPE Warrants have a five-year term from issuance. |
|---|
The PIPE Shares and PIPE Warrants qualify for permanent equity classification under ASC 815-40. As such, the $36.8 million of proceeds was allocated between the PIPE Shares and the PIPE Warrants on the basis of their relative fair values. The fair values of the PIPE Shares and PIPE Warrants were determined using a Monte Carlo simulation with assumptions including a $7.41 share price, 3.61% to 3.67% risk-free rate, and 117.5% volatility. As a result, $6.6 million of the gross proceeds were allocated to the Half Warrants, $2.9 million of the gross proceeds were allocated to the Quarter Warrants, and $27.3 million of the gross proceeds were allocated to the PIPE Shares, resulting in a $36.8 million increase to additional paid-in capital on the unaudited pro forma condensed combined balance sheet as of September 30, 2025.
Pursuant to the April 28, 2025 engagement letter between GSR III and The Benchmark Company, LLC (“Benchmark”), Benchmark was entitled to a placement agent fee equal to 5.0% of the gross proceeds from PIPE Subscribers it introduced. Benchmark sourced $19.2 million of gross proceeds, resulting in a $962.0 thousand cash fee paid at Closing. Additionally, pursuant to the engagement letter between GSR III and Benchmark, the Company reimbursed Benchmark for $200.0 thousand other necessary out-of-pocket expenses incurred directly in connection with the engagement letter. The total $1.2 million fee was allocated between the PIPE Shares, Half Warrants, and Quarter Warrants using the same method used to allocate the proceeds and is reflected as a reduction to additional paid-in capital in the unaudited pro forma condensed combined balance sheet as of September 30, 2025.
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Pro Forma Adjustments for Other Material Events:
| (aa) | To reflect actual dividends on investments held in the Trust<br>Account from October 1, 2025 through the Closing Date. |
|---|---|
| (bb) | To reflect interest incurred of $47.7 thousand and amortization<br>of debt issuance costs and debt discounts of $0.3 thousand and $18.9 thousand respectively from October 1, 2025 through the Closing Date<br>on Bridge Loans entered into prior to September 30, 2025. |
| --- | --- |
Pro Forma Other Transaction Accounting Adjustments:
| (a) | To reflect the release of the cash and investments held in the Trust Account to cash and cash equivalents following the redemption<br>of 14,475,606 GSR III Class A ordinary shares for aggregate proceeds of $150.4 million from the Trust Account. The amount of investments<br>held in the Trust Account released to cash is equal to the historical balance of the Trust Account as of September 30, 2025 in the amount<br>of $238.7 million, plus $155.6 thousand dividend income on the Trust Account subsequent to September 30, 2025 through the Closing Date<br>(see Note 3(aa)) less the $150.4 million aggregate redemptions. |
|---|---|
| (b) | To reflect the recognition of (i) the issuance of PubCo Preferred Shares to PAC upon the Closing and (ii) the associated conversion<br>feature which will be automatically triggered if contingent milestones are met subsequent to the Closing. Refer to the Introduction section<br>above for description of the various milestones. |
| --- | --- |
The PubCo Preferred Shares will be forfeited by the holder if they are not converted within 20 years from the issuance date, the Closing. As the PubCo Preferred Shares may be forfeited, management has concluded that they should be evaluated, accounted for, and classified, as a freestanding equity-linked instrument, rather than as outstanding shares.
Management has concluded that the change of control provision and the permit-driven performance target milestones described in the Introduction section above cause the freestanding equity-linked instrument to not be considered indexed to PubCo’s own stock as these represent potential settlement adjustments that are not permissible within the guidance of ASC 815. Therefore, the freestanding equity-linked instrument has been recorded as a liability at its estimated fair value, with the offsetting amount recorded to additional paid-in capital. The value of the Share-settled contingent liability was calculated using a probability weighted-average analysis of the achievement of each of the milestones and a Monte Carlo simulation model. The simulation incorporated (i) an underlying share price of $7.41 per share, (ii) a 3.9% risk free rate, and (iii) an estimated volatility of 125% based on historical data of comparable public companies.
| (c) | To reflect the issuance of 223,000 PubCo Ordinary Shares to PAC upon the Closing for banking advisory services provided to Terra Innovatum.<br>The issuance of the shares was accounted for in accordance with Staff Accounting Bulletin Topic 5.A (“SAB Topic 5.A”) as a<br>specific incremental cost associated with the equity offering, with the grant date fair value recorded as a decrease to additional paid-in<br>capital with a corresponding increase to par value. |
|---|---|
| (d) | To reflect the settlement of GSR III’s deferred underwriting<br>fee payable upon the Closing. |
| --- | --- |
| (e) | To reflect the payment on the Closing Date of total transaction costs of $2.7 million related to GSR III, including: |
| --- | --- |
(i) $167.3 thousand of costs incurred after September 30, 2025, which are not specific incremental costs directly attributable to the offering.
(ii) $2.5 million of costs incurred prior to September 30, 2025, which are not specific incremental costs directly attributable to the offering.
13
In accordance with Staff Accounting Bulletin Topic 5.A and ASC 340-10-S99-1, management evaluated the nature of all transaction-related costs. Based on this evaluation:
| o | $167.3 thousand of costs incurred after September 30, 2025 were expensed as incurred and recorded as an addition to accumulated deficit<br>in the pro forma balance sheet. These costs primarily include accounting and audit services for historical financial statements and other<br>financial services. None of these services were specific incremental costs directly attributable to the offering. |
|---|---|
| o | $2.5 million of costs incurred prior to September 30, 2025 were expensed as incurred and recorded as an addition to accumulated deficit<br>in the pro forma balance sheet. These costs primarily include legal services related to the negotiation and structuring of the business<br>combination agreement and preparation of the registration statements and other financial services. None of these services were specific<br>incremental costs directly attributable to the offering. |
| (f) | To reflect the payment of transaction costs of $4.2 million related<br>to Terra Innovatum Global, including: |
| --- | --- |
(i) $2.7 million of costs incurred after September 30, 2025 that are not specific incremental costs directly attributable to the offering; and
(ii)$482.4 thousand of costs incurred prior to September 30, 2025 that are not specific incremental costs directly attributable to the offering. These costs were expensed as incurred and recorded as accounts payable in the historical Terra Innovatum Global balance sheet.
(iii) $956.3 thousand of legal fees incurred prior to September 30, 2025 that are specific incremental costs directly attributable to the offering. These costs were recorded to deferred transaction costs and accounts payable in the historical Terra Innovatum Global balance sheet.
Accounts payable decreased by $1.4 million, due to the payments of (ii) and (iii) above.
In accordance with Staff Accounting Bulletin Topic 5.A and ASC 340-10-S99-1, management evaluated the nature of all transaction-related costs. Based on this evaluation:
| ● | Approximately $2.7 million of costs incurred after September 30, 2025 were expensed as incurred and recorded as an addition to accumulated<br>deficit in the pro forma balance sheet. These costs include strategic advisory fees, including the $2.5 million cash success fee to PAC,<br>legal services, accounting and audit services for historical financial statements, and marketing and investor relations costs. None of<br>these services were specific incremental costs directly attributable to the offering. |
|---|---|
| ● | Approximately $482.4 thousand of costs incurred prior to September 30, 2025 were expensed as incurred and recorded as an addition<br>to accumulated deficit in the pro forma balance sheet. These costs include strategic advisory fees, legal services, accounting and audit<br>services for historical financial statements, and marketing and investor relations costs. None of these services were specific incremental<br>costs directly attributable to the offering. |
| --- | --- |
| ● | Approximately $956.3 thousand of legal fees incurred prior to September 30, 2025 were accounted for as specific incremental costs<br>directly attributable to the offering and recorded in Terra Innovatum Global’s historical financial statements as deferred transaction<br>costs and recorded as a reduction to additional paid-in capital in the pro forma balance sheet. |
| --- | --- |
14
| (g) | To reflect the recapitalization of PubCo through the conversion of 100 New TopCo quotas into 47,500,000 PubCo Ordinary Shares, reflecting<br>the Common Conversion Ratio of 475,000, and to reflect to derecognition of the accumulated deficit of GSR III which is reversed to additional<br>paid-in-capital. |
|---|
The recapitalization adjustment is determined as follows (in thousands):
| Derecognition of Terra Innovatum Global Corporate Capital | $ | (15 | ) |
|---|---|---|---|
| Derecognition of GSR III’s accumulated deficit^(1)^ | $ | 11,423 | |
| Issuance of PubCo Ordinary Shares in accordance with the Common Conversion Ratio | $ | 558 | |
| Net reduction of additional paid-in capital due to derecognition of GSR III’s accumulated deficit and Terra Innovatum Global’s Corporate Capital and issuance of PubCo Ordinary Shares | $ | (11,966 | ) |
| (1) | The derecognition of GSR III’s accumulated deficit of $8.6<br>million is determined as follows (in thousands): | ||
| --- | --- | ||
| Historical accumulated deficit of GSR III as of September 30, 2025 | $ | 11,193 | |
| --- | --- | --- | --- |
| Dividends on investments held in the Trust Account, see 3(aa) | $ | (156 | ) |
| Transaction costs of GSR III through the Closing Date, see 3(e) | $ | 167 | |
| Premium for a directors’ and officers’ tail insurance policy, see 3(k) | $ | 219 | |
| Total adjustment to derecognize GSR III’s accumulated deficit | $ | 11,423 | |
| (h) | To reflect the change in redemption value of the GSR III Class A Ordinary Shares subject to possible redemption due to the income<br>on investments from the Trust Account from October 1, 2025 through the Closing Date (see Note 3(aa)). Changes in the redemption value<br>of stock classified as temporary equity may be recognized immediately as they occur by adjusting the carrying amount of the stock in accordance<br>with ASC 480. | ||
| --- | --- | ||
| (i) | To reflect the issuance of a warrant, classified within permanent equity, to PAC as a success fee upon the Closing. The warrant provides<br>PAC the right to acquire up to 1,000,000 PubCo Ordinary Shares at an exercise price of $7.00 per share, with an exercise period of 5.0<br>years. The issuance of the warrant was accounted for in accordance with SAB Topic 5.A as a specific incremental cost associated with the<br>equity offering, with the grant date fair value recorded as a decrease to additional paid-in capital with a corresponding increase to<br>additional paid-in capital. This resulted in a $0 impact to additional paid-in capital. | ||
| --- | --- |
The warrant was recorded at its estimated fair value on the Closing Date, determined using the Black Scholes-Merton option-pricing model. The assumptions used in deriving the grant date fair value of the warrant were as follows: (i) an underlying share price of $10.00 per share. Under U.S GAAP, fair value measurements should reflect the price at which an asset or liability could be exchanged in an orderly transaction between market participants at the measurement date. The $10.00 per share underlying is the initial public offering price of GSR III, which would reflect the market participant price of an exchange of the equivalent GSR III Ordinary shares, which would convert on a one-for-one basis to PubCo Ordinary Shares upon the Closing. (ii) An exercise price of $7.00 per share, (iii) a risk-free interest rate of 4.38%, corresponding to the U.S Treasury rate for a period equal to the expected term of the warrant, (iv) an expected term of 5.0 years, as the warrant can be exercised through a 5.0 year period from the Closing, (v) a volatility of 98.2%. PubCo lacks its own historical stock data. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies. (vi) A dividend yield of 0%; PubCo does not plan to pay cash dividends on its PubCo Ordinary Shares in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation model. These assumptions resulted in a grant date fair value of a call option (as a warrant is akin to a written call option) of approximately $8.00 per share.
| (j) | To reflect the issuance of 3,346,071 shares of GSR III Class A Ordinary Shares upon the automatic exercise immediately prior to the<br>Closing of the GSR III Rights to acquire one GSR III Class A Ordinary Share. The issuance of the shares resulted in a $0 adjustment within<br>the GSR III Class A Ordinary Share, par value $0.0001 and additional paid-in capital line items, respectively, due to the effect of rounding<br>as the adjustment to record the shares at par value and associated adjustment to additional paid-in capital were less than $1 thousand,<br>respectively. |
|---|---|
| (k) | To reflect the payment on the Closing Date of the $219.0 thousand premium for a directors’ and officers’ tail insurance<br>policy. This adjustment increases accumulated deficit as the premium is related to activity prior to the Closing. |
| --- | --- |
| (l) | To reflect the payment of a $1.3 million premium on the Closing Date for a prepaid directors’ and officers’ insurance<br>policy for PubCo. Additionally, to recognize the present value of a second $1.3 million premium payment, which is due six months after<br>closing, as an accrual in accrued expenses and other current liabilities. |
| --- | --- |
15
| (m) | To reflect that immediately prior to the Closing, 549,500 GSR III Class B Ordinary Shares held by the Sponsor become subject to certain<br>vesting or forfeiture conditions. The vesting will be triggered contingent upon various milestones being met subsequent to the Closing.<br>Refer to the Introduction section above for a description of the various milestones. |
|---|
The shares that will be subject to the vesting are contingently forfeitable based on the non-achievement of the milestones and will be forfeited by the Sponsor if the milestones are not met within the Conversion Period, as discussed further in the Introduction section above. As the shares may be forfeited, management has concluded that they should be evaluated, accounted for, and classified, as a freestanding equity linked instrument, rather than as outstanding shares.
Management has concluded that the change of control provision and the permit-driven performance target milestones described in the Introduction section above cause the freestanding equity-linked instrument to not be considered indexed to PubCo’s own stock as these represent potential settlement adjustments that are not permissible within the guidance of ASC 815. Therefore, the freestanding equity-linked instrument has been recorded as a liability at its estimated fair value. The value of the Share-settled contingent liability was calculated using a probability weighted-average analysis of the achievement of each of the milestones and a Monte Carlo simulation model. The simulation incorporated (i) an underlying share price of $7.41 per share, (ii) a 3.9% risk free rate, and (iii) an estimated volatility of 125% based on historical data of comparable public companies
| (n) | To reflect the recognition of (i) the issuance of PubCo Preferred Shares to the Terra Innovatum Global Quotaholders upon the Closing<br>and (ii) the associated conversion feature which will be automatically triggered if contingent milestones are met subsequent to the Closing.<br>Refer to the Introduction section above for description of the various milestones. |
|---|
The PubCo Preferred Shares will be forfeited by the holder if they are not converted within 20 years from the issuance date, the Closing. Shares may be forfeited, management has concluded that they should be evaluated, accounted for, and classified, as a freestanding equity-linked instrument, rather than as outstanding shares.
Management has concluded that the change of control provision and the permit-driven performance target milestones described in the Introduction section above cause the freestanding equity-linked instrument to not be considered indexed to PubCo’s own stock as these represent potential settlement adjustments that are not permissible within the guidance of ASC 815. Therefore, the freestanding equity-linked instrument has been recorded as a liability at its estimated fair value. The value of the Share-settled contingent liability was calculated using a probability weighted-average analysis of the achievement of each of the milestones and a Monte Carlo simulation model. The simulation incorporated (i) an underlying share price of $7.41 per share, (ii) a 3.9% risk free rate, and (iii) an estimated volatility of 125% based on historical data of comparable public companies.
As the $591.5 million fair value of the resulting Share-settled contingent liability exceeded the pro forma balance of additional paid-in-capital, the excess of the fair value over the pro forma balance of additional paid-in-capital was recorded as an increase to Accumulated deficit of $482.7 million.
| (o) | To reflect the issuance of 851,483 PubCo Ordinary Shares upon the conversion of the aggregate principal and accrued interest on the<br>Bridge Loans at Closing, at a conversion price of $7.00 per share. |
|---|
At the Closing, the Bridge Loans had an aggregate principal balance of $6.0 million, consisting of $5.7 million in aggregate principal plus $300.3 thousand accrued payable in kind interest, with associated unamortized debt discounts of $2.3 million and unamortized debt issuance costs of $9.5 thousand. During the period from October 1, 2025 through the Closing, $18.9 thousand of the debt discount and $0.3 thousand of the issuance costs were amortized, and $47.7 thousand of interest expense was incurred. As a result of the conversion, a net total of $3.6 million of bridge loans, net was derecognized from the unaudited pro forma condensed combined balance sheet as of September 30, 2025 with a corresponding increase to PubCo Ordinary Shares of $10.0 thousand to reflect the par value of the shares issued and the remaining $3.6 million to additional paid-in capital in accordance with ASC 470-20-40-4.
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| (p) | To reflect the conversion of all 422,500 GSR III Class A Ordinary Shares not subject to possible redemption issued and outstanding<br>immediately prior to the Closing into PubCo Ordinary Shares, and to reflect the conversion of 5,200,500 GSR III Class B Ordinary Shares<br>issued and outstanding immediately prior to the Closing into PubCo Ordinary Shares (5,750,000 issued and outstanding GSR III Class B Ordinary<br>Shares less the 549,500 GSR III Class B Ordinary Shares subject to certain vesting or forfeiture conditions) (see Note 3(m)). Additionally,<br>to reflect the conversion of 3,346,071 GSR III Class A Ordinary Shares issued and outstanding immediately prior to the Closing resulting<br>from the automatic exercise immediately prior to the Closing of the GSR III Rights (see Note 3(j)). The conversion of the shares resulted<br>in a $104.3 thousand reduction to additional paid-in capital, which represents the excess par value of PubCo Ordinary Shares over the<br>par value of GSR III Class A Ordinary Shares and GSR III Class B Ordinary Shares, respectively. |
|---|---|
| (q) | To reflect the redemption of 14,475,606 issued and outstanding GSR III Class A Ordinary Shares subject to possible redemption immediately<br>prior to the Closing for a total cash payment of $150.4 million at an approximate redemption price of $10.39 per share. |
| --- | --- |
The redemptions satisfy both the GSR III Available Cash requirement and the $5,000,001 minimum net tangible asset requirement set forth in the Business Combination Agreement. The $5,000,001 minimum net tangible asset requirement set forth in section 9.1(f) of the Business Combination Agreement applies to GSR III’s net tangible assets immediately prior to the Closing.
The GSR III Available Cash requirement set forth in section 9.1(e) of the Business Combination Agreement requires that GSR III have at least $25.0 million in available cash at Closing.
The tables below present the calculation demonstrating that the GSR III net tangible asset requirement and the GSR III Available Cash requirement are met:
| (in thousands) | Actual<br><br> Redemptions | ||
|---|---|---|---|
| Historical net assets of GSR III as of September 30, 2025 | $ | 227,550 | |
| Dividends on investments held in the Trust Account subsequent to September 30, 2025^(1)^ | 156 | ||
| Actual redemptions of GSR III Class A Ordinary shares subject to possible redemption | (150,356 | ) | |
| GSR III net assets immediately prior to Closing | $ | 77,350 | |
| (in thousands) | |||
| --- | --- | --- | |
| GSR III net tangible assets immediately prior to Closing: | |||
| Cash and investments held in trust account as of September 30, 2025 | 238,742 | ||
| Other assets as of September 30, 2025 | 547 | ||
| Total assets as of September 30, 2025 | 239,289 | ||
| Total liabilities as of September 30, 2025 | 11,739 | ||
| Historical net tangible assets of GSR III as of September 30, 2025 | 227,550 | ||
| Dividends on investments held in the Trust Account subsequent to September 30, 2025(1) | 156 | ||
| Minus: Share redemption amount | (150,356 | ) | |
| GSR III net tangible assets immediately prior to Closing | 77,350 | ||
| (in thousands) | Actual Redemptions | ||
| GSR III Available Cash: | |||
| Cash and investments held in trust account as of September 30, 2025 | 238,742 | ||
| Plus: Dividends on investments held in the Trust Account subsequent to September 30, 2025(1) | 156 | ||
| Minus: Share redemption amount | (150,356 | ) | |
| Plus: Transaction financing - Bridge Loan Financing and PIPE Financing | 42,525 | ||
| Minus: Unpaid GSR III transaction expenses - underwriting fee | (9,200 | ) | |
| Minus: Unpaid GSR III transaction expenses - other transaction costs | (2,658 | ) | |
| Minus: Terra Innovatum transaction expenses -limited to 4,000,000 | (4,000 | ) | |
| GSR III Available Cash | 115,209 |
All values are in US Dollars.
| (1) | Total actual dividends on investments held in the Trust Account subsequent to September 30, 2025 through the Closing Date were $155.6 thousand. |
|---|
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| (r) | To reflect the recognition of stock-based compensation upon the satisfaction of a performance condition (the Closing of the Business<br>Combination) associated with the transfer of certain GSR III Class B Ordinary Shares. |
|---|
In November 2024, the Sponsor transferred a total of 30,000 GSR III Class B Ordinary Shares to three independent directors (10,000 each) at a purchase price of $0.00438 per share. Additionally, in December 2024, the Sponsor transferred 225,000 GSR III Class B Ordinary Shares to a member of the management team, also at a purchase price of $0.00438 per share. Although the shares were legally transferred in 2024, the awards were subject to a performance condition (the Closing of the Business Combination). As such, in accordance with ASC 718, stock-based compensation was not recognized until the Closing, when the performance condition was satisfied.
The grant date fair value of the shares was determined to be $0.00438 per share, equal to the amount paid by the recipients. As a result, the total stock-based compensation expense recognized was $0, as the fair value of the awards was fully offset by the amount initially received for the purchase of the shares.
| (s) | To reflect the conversion at Closing of 8,524,394 redeemable GSR III Class A ordinary shares into 8,524,394 PubCo Ordinary Shares,<br>par value $0.011789 per share. The conversion was effected at an aggregate amount of $88.5 million, funded from the remaining cash held<br>in the Trust Account. This amount was recorded as a reduction in redeemable GSR III Class A ordinary shares and a corresponding increase<br>in PubCo Ordinary Shares and additional paid-in capital. |
|---|---|
| (t) | To reflect the reclassification of GSR III’s historical<br>balance sheet presentation of accounts payable and accrued expenses as of September 30, 2025, to conform to Terra Innovatum Global’s<br>historical balance sheet presentation within separate accounts payable and accrued expenses and other current liabilities line items<br>as of September 30, 2025. |
| --- | --- |
| 4. | Adjustments to Unaudited Pro Forma Condensed Combined Statementof Operations for the Nine Months Ended September 30, 2025 and for the Year Ended December 31, 2024 |
| --- | --- |
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro Forma Transaction Accounting Adjustments:
| (a) | To reflect the transaction costs of GSR III of $167.3 thousand for accounting and audit services for historical financial statements<br>and other financial services. None of these services were specific incremental costs directly attributable to the offering and were expensed<br>as incurred. This is a non-recurring item. |
|---|---|
| (b) | To reflect expense recognized for the directors’ and officers’ tail insurance policy recorded in Note 3(k) |
| --- | --- |
| (c) | To reflect the removal of the previously recognized income from GSR III’s cash and investments held in Trust Account as the<br>Trust Account was released upon the Closing. |
| --- | --- |
| (d) | To reflect the transaction costs of Terra Innovatum of $2.7 million for certain strategic advisory fees, legal and tax structuring<br>services, accounting and audit services for historical financial statements, and marketing and investor relations costs. None of these<br>services were specific incremental costs directly attributable to the offering and were expensed as incurred. This is a non-recurring<br>item. |
| --- | --- |
| (e) | To reflect one year of amortization expense for PubCo’s directors’ and officers’ insurance policy recorded in Note<br>3(l) for the year ended December 31, 2024. Additionally, to reflect nine months of amortization expense for PubCo’s directors’<br>and officers’ insurance policy for the nine months ended September 30, 2025. |
| --- | --- |
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| (f) | To reflect the recognition of stock-based compensation upon the satisfaction of a performance condition (the Closing of the Business<br>Combination) associated with the transfer of certain GSR III Class B Ordinary Shares. |
|---|
In November 2024, the Sponsor transferred a total of 30,000 GSR III Class B Ordinary Shares to three independent directors (10,000 each) at a purchase price of $0.00438 per share. Additionally, in December 2024, the Sponsor transferred 225,000 GSR III Class B Ordinary Shares to a member of the management team, also at a purchase price of $0.00438 per share. Although the shares were legally transferred in 2024, the awards were subject to a performance condition (the Closing of the Business Combination). As such, in accordance with ASC 718, stock-based compensation was not recognized until the Closing, when the performance condition was satisfied.
The grant date fair value of the shares was determined to be $0.00438 per share, equal to the amount paid by the recipients. As a result, the total stock-based compensation expense recognized was $0, as the fair value of the awards was fully offset by the amount initially received for the purchase of the shares.
| (g) | To reflect the reversal of Terra Innovatum’s historical<br>interest expense of $726.0 thousand for the Bridge Loans for the nine months ended September 30, 2025, as the unaudited pro forma condensed<br>combined statement of operations for the nine months ended September 30, 2025 reflects adjustments assuming that the adjustment reflecting<br>the conversion of the Bridge Loans at the Closing that was made to the unaudited pro forma condensed combined balance sheet as of September<br>30, 2025 (see Note3(o)) is assumed to have been made on January 1, 2024 for the purpose of adjusting the unaudited pro forma condensed<br>combined statement of operations. |
|---|---|
| (h) | The pro forma basic and diluted loss per share amounts attributable to PubCo ordinary shareholders presented in the unaudited pro<br>forma condensed combined statement of operations are based upon the number of PubCo Ordinary Shares outstanding at the Closing, assuming<br>the Closing occurred on January 1, 2024. |
| --- | --- |
Pro forma basic and diluted net loss per share attributable to PubCo ordinary shareholders is calculated as follows for the nine months ended September 30, 2025:
| Nine Months Ended<br><br> September 30, <br><br>2025 | |||
|---|---|---|---|
| Actual<br><br> Redemptions | |||
| Numerator: | |||
| Pro forma net loss | $ | (10,685,000 | ) |
| Deemed dividend - warrant modification^(1)^ | (6,453,292 | ) | |
| Pro forma net loss attributable to PubCo ordinary shareholders | $ | (17,138,292 | ) |
| Denominator: | |||
| Assume conversion of GSR III Class A ordinary shares subject to possible redemption into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 8,524,394 | ||
| Assume conversion of GSR III Class A ordinary shares into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 422,500 | ||
| Assume the automatic exercise of GSR III Rights to acquire one GSR III Class A ordinary share and conversion of GSR III Class A ordinary shares into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 3,346,071 | ||
| Assume conversion of GSR III Class B ordinary shares into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 5,750,000 | ||
| Assume GSR III Class B ordinary shares become subject to vesting or forfeiture conditions effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | (549,500 | ) | |
| Assume January 1, 2024 issuance of PubCo Ordinary Shares to Terra Innovatum Global Quotaholders as a result of assuming closing of the Business Combination on January 1, 2024 | 47,500,000 | ||
| Assume January 1, 2024 issuance of PubCo Ordinary Shares to unrelated third parties as a result of assuming closing of the Business Combination on January 1, 2024 | 1,074,483 | ||
| Assume January 1, 2024 issuance of PubCo Ordinary Shares underlying the PIPE Financing as a result of assuming closing of the Business Combination on January 1, 2024 | 3,683,500 | ||
| Pro forma weighted-average shares outstanding - basic and diluted | 69,751,448 | ||
| Pro forma net loss per share attributable to PubCo ordinary shareholders - basic and diluted | (0.25 | ) | |
| (1) | In August 2025 and September 2025, for certain lenders (“the<br> lenders”), Terra Innovatum amended the terms of their outstanding Bridge Loan agreements including the terms of the associated warrant<br> commitments. For the existing warrant commitments having an exercise price of $11.50 per share, the amendments increased the number of<br> shares underlying such warrants to equal 100% of the shares issuable upon conversion of the Bridge Loans, and shortened the exercise period<br> of warrants held by certain lenders from 48 months to 36 months. Additionally, Terra Innovatum added a commitment to issue to the lenders<br> new warrants having a number of underlying common shares equal to 100% of the shares issuable upon conversion of the Bridge Loans and<br> an exercise price of $15.00 per share. Each amended warrant remained equity-classified before and after the amendments. The effects of<br> the amendments were accounted for as a dividend made to the affected Bridge Loan lenders. The dividend was measured as the sum of (i)<br> the excess of the fair value of the modified $11.50 warrants post-amendment over their pre-amendment fair value, and (ii) the fair value<br> of the new $15.00 warrants on the amendment date.<br><br> <br><br><br> <br>The fair values of the affected warrants with amendment dates in August<br> 2025, prior to the execution of the PIPE Subscription Agreements, were determined using a Black-Scholes-Merton model, based on the following<br> assumptions: (i) share price of $10.00, (ii) risk-free rate of 3.7% – 3.8%, (iii) volatility of 106% – 108%, and (iv) an 8.3%<br> – 9.3% discount for lack of marketability. For the fair values of the affected warrants with amendment dates in September 2025,<br> following the execution of the PIPE Subscription Agreements, the model incorporated updated assumptions including: (i) share price of<br> $7.41, (ii) risk-free rate of 4.02%, (iii) volatility of 110%, and (iv) a 5% discount for lack of marketability. The resulting dividend<br> of $6.5 million was recorded as a reduction to additional paid-in capital, offset by a corresponding increase in additional paid-in capital<br> for the warrants’ fair value adjustment, resulting in a $0 net impact to additional paid-in capital. | ||
| --- | --- |
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The following securities were excluded from the computation of pro forma diluted net loss per share attributable to PubCo ordinary shareholders for the nine months ended September 30, 2025 because including them would have had an anti-dilutive effect:
| Nine Months Ended<br><br> September 30, <br><br>2025 | ||
|---|---|---|
| Actual Redemptions | ||
| Terra Innovatum Global Quotaholder additional shares^(1)^ | 80,000,000 | |
| PAC warrant^(2)^ | 1,000,000 | |
| Sponsor additional shares^(1)^ | 549,500 | |
| PAC additional shares^(1)^ | 400,000 | |
| Bridge loan warrant^(3)^ | 1,702,966 | |
| PIPE Warrant^(4)^ | 2,762,625 | |
| Finder’s fee warrant^(5)^ | 10,000 | |
| Total anti-dilutive PubCo Ordinary Shares | 86,425,091 | |
| (1) | The potentially dilutive securities were excluded from the computation of pro forma net loss per share, basic and diluted, because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period presented. | |
| --- | --- | |
| (2) | Represents 1,000,000 Pubco Ordinary Shares potentially issuable to PAC upon the exercise of a warrant issued at the Closing of the Business Combination. | |
| --- | --- | |
| (3) | Represents 1,702,966 PubCo Ordinary Shares potentially issuable to third parties upon the exercise of warrants issued at the Closing of the Business Combination to certain Bridge Loan lenders. | |
| --- | --- | |
| (4) | Represents 2,762,625 Pubco Ordinary Shares potentially issuable to the PIPE Financing subscribers upon the exercise of the PIPE Warrants associated with the PIPE Subscription Agreements. | |
| --- | --- | |
| (5) | Represents 10,000 Pubco Ordinary Shares potentially issuable to a third party as a finder’s fee upon the exercise of a warrant at the Closing of the Business Combination. |
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Pro forma basic and diluted net loss per share attributable to PubCo ordinary shareholders is calculated as follows for the year ended December 31, 2024:
| Year Ended<br><br> December 31, <br><br>2024 | |||
|---|---|---|---|
| Actual<br><br> Redemptions | |||
| Numerator: | |||
| Pro forma net loss | $ | (6,154,000 | ) |
| Denominator: | |||
| Assume conversion of GSR III Class A ordinary shares subject to possible redemption into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 8,524,394 | ||
| Assume conversion of GSR III Class A ordinary shares into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 422,500 | ||
| Assume the automatic exercise of GSR III Rights to acquire one GSR III Class A ordinary share and conversion of GSR III Class A ordinary shares into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 3,346,071 | ||
| Assume conversion of GSR III Class B ordinary shares into PubCo Ordinary Shares effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | 5,750,000 | ||
| Assume GSR III Class B ordinary shares become subject to vesting or forfeiture conditions effective January 1, 2024 as a result of assuming closing of the Business Combination on January 1, 2024 | (549,500 | ) | |
| Assume January 1, 2024 issuance of PubCo Ordinary Shares to Terra Innovatum Global Quotaholders as a result of assuming closing of the Business Combination on January 1, 2024 | 47,500,000 | ||
| Assume January 1, 2024 issuance of PubCo Ordinary Shares to unrelated third parties as a result of assuming closing of the Business Combination on January 1, 2024 | 1,074,483 | ||
| Assume January 1, 2024 issuance of PubCo Ordinary Shares underlying the PIPE Financing as a result of assuming closing of the Business Combination on January 1, 2024 | 3,683,500 | ||
| Pro forma weighted-average shares outstanding - basic and diluted | 69,751,448 | ||
| Pro forma net loss per share attributable to PubCo ordinary shareholders - basic and diluted | (0.09 | ) |
21
The following securities were excluded from the computation of pro forma diluted net loss per share attributable to PubCo ordinary shareholders for the year ended December 31, 2024 because including them would have had an anti-dilutive effect:
| Year Ended<br><br> December 31, <br><br>2024 | ||
|---|---|---|
| Actual<br><br> Redemptions | ||
| Terra Innovatum Global Quotaholder additional shares^(1)^ | 80,000,000 | |
| PAC warrant^(2)^ | 1,000,000 | |
| Sponsor additional shares^(1)^ | 549,500 | |
| PAC additional shares^(1)^ | 400,000 | |
| Bridge loan warrant^(3)^ | 1,702,966 | |
| PIPE Warrants^(4)^ | 2,762,625 | |
| Finder’s fee warrant^(5)^ | 10,000 | |
| Total anti-dilutive PubCo Ordinary Shares | 86,425,091 | |
| (1) | The potentially dilutive securities were excluded from the computation of pro forma net loss per share, basic and diluted, because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period presented. | |
| --- | --- | |
| (2) | Represents 1,000,000 PubCo Ordinary Shares potentially issuable to PAC upon the exercise of a warrant issued at the Closing. | |
| --- | --- | |
| (3) | Represents 1,702,966 PubCo Ordinary Shares potentially issuable to third parties upon the exercise of warrants issued at the Closing of the Business Combination to certain Bridge Loan lenders. | |
| --- | --- | |
| (4) | Represents 2,762,625 Pubco Ordinary Shares potentially issuable to the PIPE Financing subscribers upon the exercise of the PIPE Warrants associated with the PIPE Subscription Agreements. | |
| --- | --- | |
| (5) | Represents 10,000 Pubco Ordinary Shares potentially issuable to a third party as a finder’s fee upon the exercise of a warrant at the Closing of the Business Combination. |
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