UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 2518, 2024

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)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

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. ☐

Item 4 8.01 ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events.

On December 18, GSR III Acquisition Corp. (athe “Company,” “us” or “our”) ~~Dismissal~~announced that the holders of ~~Independent~~the ~~Registered~~Company’s units sold in the Company’s initial public offering (the “Public ~~Accounting~~Units”) ~~Firm~~may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) and the rights included in the Public Units (the “rights”) commencing on December 19, 2024. Each Unit consists of one Ordinary Share and one-seventh of one right. Each whole right entitles the holder thereof to receive one Class A Ordinary Share upon the consummation of our initial business combination. Any Public Units not separated will continue to trade on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “GSRTU.” Any underlying Ordinary Shares and rights that are separated will trade on the Nasdaq under the symbols “GSRT,” “GSRTR” and “GSRTU,” respectively. No fractional rights will be issued upon separation of the Public Units and only whole rights will trade. Holders of Public Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Public Units into Class A Ordinary Shares and rights.

OnA ~~November~~copy ~~25, 2024, the Audit Committee~~ of the ~~Board~~press ofrelease ~~Directors (the~~issued ~~“Audit~~by ~~Committee”) of GSR III Acquisition Corp. (~~the “Company”) ~~dismissed~~announcing ~~Grant~~the ~~Thornton LLP (“Grant~~separate ~~Thornton”)~~trading asof the ~~Company’s~~securities ~~independent~~underlying ~~registered public accounting firm, effective as of November 25, 2024. As described below,~~ the ~~change~~Public inUnits ~~independent registered public accounting firm~~ is ~~not~~attached ~~the~~hereto ~~result~~as ofExhibit ~~any disagreement with Grant Thornton~~99.1.

~~Grant~~This ~~Thornton’s~~report ~~audit~~may ~~reports~~include on“forward-looking statements” within the ~~Company’s~~meaning ~~balance sheet~~of asSection 27A of ~~November~~the 8Securities Act of 1933, ~~2024~~as amended, and Section 21E of the ~~financial~~Securities ~~statements~~Exchange Act of 1934, as amended. All statements other than statements of ~~December~~historical 31fact included in this report are forward-looking statements. When used in this report, words ~~2023~~such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar ~~for~~expressions, ~~the~~as ~~period~~they ~~from~~relate ~~May~~to 10us or our management team, ~~2023~~identify ~~(inception)~~forward-looking ~~through~~statements. Such forward-looking statements ~~December~~are 31based on the beliefs of management, ~~2023~~as ~~did~~well ~~not~~as ~~contain~~assumptions anmade ~~adverse~~by, ~~opinion~~and orinformation currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a ~~disclaimer~~result of ~~opinion~~certain factors detailed in the Company’s filings with the Securities and ~~were~~Exchange ~~not~~Commission ~~qualified~~(the “SEC”). All subsequent written or ~~modified~~oral forward-looking asstatements attributable to ~~uncertainty,~~us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking ~~audit~~statements ~~scope~~are orsubject ~~accounting~~to ~~principles~~numerous conditions, ~~except~~many ~~that~~of which are beyond the control of the Company, including those set forth in the ~~report~~Risk Factors ~~included~~section anof ~~explanatory~~the ~~paragraph~~Company’s registration statements and prospectus relating to ~~substantial~~the ~~doubt~~Company’s ~~about~~initial ~~the~~public offering ~~Company~~filed with the SEC. Copies of such filings are available on the SEC’s ~~ability~~website, www.sec.gov. The Company undertakes no obligation to ~~continue~~update these statements for revisions or changes after the date of this report, except as arequired ~~going~~by ~~concern~~law.

During the period from May 10, 2023 (inception) through December 31, 2023 and through November 8, 2024, as well as the subsequent interim period through the date of dismissal, there were (i) no disagreements (as defined in Item ~~304(a)(1)(iv)~~9.01 ofFinancial ~~Regulation~~Statements ~~S-K) between the Company~~ and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference thereto in their reports on the financial statements for such fiscal periods, and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K)Exhibits.

The Company provided Grant Thornton with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Grant Thornton furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Grant Thornton’s letter, dated November 25, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On November 25, 2024, the Audit Committee approved the engagement of MaloneBailey LLP (“MB”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. MB was formally engaged on November 25, 2024.

During the period from May 10, 2023 (inception) through December 31, 2023, as well as the subsequent interim period through the engagement of MB, neither the Company nor anyone acting on its behalf has consulted with MB regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting, and neither a written report nor oral advice was provided to the Company that MB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K), or (iii) any reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
16.1		Letter from Grant Thornton LLP, dated November 25, 2024
99.1		Press Release, dated December 18, 2024.
104		The cover page from this Current Report on Form 8-K, formatted as inline XBRL

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.

	GSR III Acquisition Corp.
Date: November 26, 2024	By:	/s/ Gus Garcia
Date: December 18, 2024	By:	/s/ Gus Garcia
	Name:	~~Name:~~Gus Garcia	~~Gus Garcia~~
	Title:	~~Title:~~Co-Chief Executive Officer	~~Co-Chief Executive Officer~~

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