GSR III Sponsor Form 3 GSR III Acquisition / Gus Garcia ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GSR III Sponsor LLC

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2024

3. Issuer Name and Ticker or Trading Symbol
GSR III Acquisition Corp. [ GSRT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(2)	(2)	Class A ordinary shares	5,720,000	(2)	D(1)

1. Name and Address of Reporting Person^*

GSR III Sponsor LLC

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Garcia Gus

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silberman Lewis

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ramamurti Anantha

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

Explanation of Responses:

1. Reflects securities held directly by GSR III Sponsor LLC (the "Sponsor "). Gus Garcia, Lewis Silberman and Anantha Ramamurti are the managing members of the Sponsor who share investment and voting control over these securities. As a result, Gus Garcia, Lewis Silberman and Anantha Ramamurti may be deemed to have beneficial ownership of the securities held by Sponsor, but disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

2. As described in Issuer's Registration Statement on Form S-1 (File No. 333-280842), as amended, the Class B ordinary shares, par value $0.0001 per share, of the Issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of a qualifying initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney for Gus Garcia Exhibit 24.2 - Power of Attorney for Lewis Silberman Exhibit 24.3 - Power of Attorney for Anantha Ramaurti

	/s/ GSR III Sponson LLC, by Lewis Silberman, Co-CEO	11/07/2024
	/s/ Lewis Silberman, Attorney-in-Fact for Gus Garcia	11/07/2024
	/s/ Lewis Silberman, Attorney-in-Fact for Anantha Ramamurti	11/07/2024
	/s/ Lewis Silberman	11/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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