Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GSR III Acquisition Corp. (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G4R103107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G4R103107 |
| 1 | Names of Reporting Persons
GSR III Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,159,346.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
21.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G4R103107 |
| 1 | Names of Reporting Persons
Gus Garcia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,159,346.00 | 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||
| 11 | Percent of class represented by amount in row (9)
21.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: This statement relates to Class A Ordinary Shares held directly by GSR III Sponsor LLC, the Issuer's sponsor. Mr. Garcia serves as a managing member of GSR III Sponsor LLC and, in such capacity, may be deemed to indirectly beneficially own the shares of Class A Ordinary Shares directly beneficially owned by GSR III Sponsor LLC. Mr. Garcia disclaims beneficial of such shares except to the extent of any pecuniary interest therein.
SCHEDULE 13G
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| CUSIP No. | G4R103107 |
| 1 | Names of Reporting Persons
Lewis Silberman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,159,346.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: This statement relates to Class A Ordinary Shares held directly by GSR III Sponsor LLC, the Issuer's sponsor. Mr. Silberman serves as a managing member of GSR III Sponsor LLC and, in such capacity, may be deemed to indirectly beneficially own the shares of Class A Ordinary Shares directly beneficially owned by GSR III Sponsor LLC. Mr. Silberman disclaims beneficial of such shares except to the extent of any pecuniary interest therein.
SCHEDULE 13G
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| CUSIP No. | G4R103107 |
| 1 | Names of Reporting Persons
Anantha Ramamurti | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,159,346.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: This statement relates to Class A Ordinary Shares held directly by GSR III Sponsor LLC, the Issuer's sponsor. Mr. Ramamurti serves as a managing member of GSR III Sponsor LLC and, in such capacity, may be deemed to indirectly beneficially own the shares of Class A Ordinary Shares directly beneficially owned by GSR III Sponsor LLC. Mr. Ramamurti disclaims beneficial of such shares except to the extent of any pecuniary interest therein.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
GSR III Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
GSR III Acquisition Corp., 5900 Balcones Drive, Suite 100, Austin, Texas 78731 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) GSR III Sponsor LLC(2) Gus Garcia(3) Lewis Silberman(4) Anantha Ramamurti | |
| (b) | Address or principal business office or, if none, residence:
(1) c/o GSR III Acquisition Corp., 5900 Balcones Drive, Suite 100, Austin, Texas 78731(2) c/o GSR III Acquisition Corp., 5900 Balcones Drive, Suite 100, Austin, Texas 78731(3) c/o GSR III Acquisition Corp., 5900 Balcones Drive, Suite 100, Austin, Texas 78731(4) c/o GSR III Acquisition Corp., 5900 Balcones Drive, Suite 100, Austin, Texas 78731 | |
| (c) | Citizenship:
(1) Delaware, United States(2) United States(3) United States(4) United States | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G4R103107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
6,159,346 shares. Represents (i) 5,720,000 Class B ordinary shares that automatically convert on a one-for one basis into Class A ordinary shares at the time of a qualifying initial business combination, or earlier at the option of the holder, and (ii) 439,346 private placement units that consist of 384,428 Class A ordinary shares and rights to receive 54,918 Class A ordinary shares after conversion of the right per unit to acquire one-seventh of one share upon the consummation of a qualifying initial business combination.Messrs. Garcia, Silberman and Ramamurti each disclaims beneficial of such shares except to the extent of any pecuniary interest therein | |
| (b) | Percent of class:
21.1%. Based on 23,422,500 shares of Class A ordinary shares outstanding at December 31, 2024, plus 5,720,000 Class A ordinary shares subject to the Class B ordinary shares held by the Reporting Persons, plus the 54,918 shares of Class A ordinary shares convertible from the private placement units held by
the Reporting Persons. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
GSR III Sponsor LLC: 6,159,346Gus Garcia: 6,159,346Lewis Silberman: 6,159,346Anantha Ramamurti: 6,159,346 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
GSR III Sponsor LLC: 6,159,346Gus Garcia: 6,159,346Lewis Silberman: 6,159,346Anantha Ramamurti: 6,159,346 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: GSR III Sponsor LLC, Gus Garcia, Lewis Silberman, and Anantha Ramamurti hereby agree that this Schedule 13G is filed on behalf of each of the parties.