UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

GSR III Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42399		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5900 Balcones Drive, Suite 100 Austin, TX 78731		78731
(Address of Principal Executive Offices)		(Zip Code)

(914-369-4400)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one seventh of one right	GSRTU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	GSRT	The Nasdaq Stock Market LLC
Rights, each whole right entitling the holder to receive one Class A ordinary share	GSRTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☒

Smaller Reporting Company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There were 23,422,500 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of December 23, 2024.

GSR III ACQUISITION CORP.

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2024

Table of Contents

		Page

Part I.	Financial Information
Item 1.	Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited)	1
	Statements of Operations for the Three Months ended September 30, 2024 and 2023, for the Nine Months ended September 30, 2024 and for the Period from May 10, 2023 (Inception) through September 30, 2023 (Unaudited)	2
	Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months ended September 30, 2024 and for the Period from May 10, 2023 (Inception) through September 30, 2023 (Unaudited)	3
	Statements of Cash Flow for the Nine Months ended September 30, 2024 and for the Period from May 10, 2023 (Inception) through September 30, 2023 (Unaudited)	5
	Notes to Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II	Other Information	16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17

GSR III ACQUISITION CORP.
BALANCE SHEETS

(Unaudited)

	September 30, 2024			December 31, 2023
ASSETS
Current Assets:
Prepaid expenses	$	-		$	8,502
Total Current Assets		-			8,502

Non-Current Assets
Deferred offering costs		749,792			-
Total Assets	$	749,792		$	8,502

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accrued expenses	$	704,541		$	-
Promissory note – related party		39,756			-
Total Current Liabilities		744,297			-
Shareholders’ Equity (Deficit)
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023		575			575
Additional paid in capital		137,653			24,425
Accumulated deficit		(132,733	)		(16,498	)
Total Shareholders’ Equity		5,495			8,502
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	749,792		$	8,502