UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GSR III Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | | N/A |
(State of Incorporation or
Organization) | | (I.R.S. Employer
Identification No.) |
| | |
5900 Balcones Drive, Suite 100 Austin, TX 78731 United States of America | | 78731 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be Registered | | Name of Each Exchange on Which Each Class is to be Registered |
| Units, each consisting of one Class A ordinary share and one-seventh of one whole right | | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | | The Nasdaq Stock Market LLC |
| Rights, each whole right entitling the holder to receive one Class A ordinary share | | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act Registration Statement or Regulation A offering statement file number to which this form relates: 333-280842 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the units, Class A ordinary shares and rights entitling holders to receive Class A oridnary shares of GSR III Acquisition Corp. (the “Company”). The description of the units, Class A ordinary shares and Rights contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-280842) filed with the U.S. Securities and Exchange Commission on July 16, 2024, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
Item 2. Exhibits.
Pursuant to the instructions for Form 8-A, no exhibits are required to be filed, because no other securities of the registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| | GSR III Acquisition Corp. |
| | |
| | By: | /s/ Gus Garcia |
| | | Gus Garcia |
| | | Co-Chief Executive Officer |
| Dated: November 6, 2024 | |
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