Latest news with #CombinationAgreement
Yahoo
13-06-2025
- Business
- Yahoo
13171229 B.C. Ltd. and Launchit Solutions Inc. Announce Execution of Business Combination Agreement and Launchit's Concurrent Financing
VANCOUVER, British Columbia, June 13, 2025 (GLOBE NEWSWIRE) -- 1317229 B.C. Ltd. ('131' or the 'Company') and Launchit Solutions Inc. ('Launchit') are pleased to announce that the Company, Launchit and 1001240330 Ontario Inc. ('Subco'), a wholly-owned subsidiary of the Company, have entered into a business combination agreement dated June 12, 2025 (the 'Business Combination Agreement') pursuant to which the Company will acquire Launchit by way of a three-cornered amalgamation, which will result in the reverse takeover of 131 by Launchit (the 'Proposed Transaction'). Upon completion of the Proposed Transaction, the Company will continue to carry on the business of Launchit (thereafter referred to as the 'Resulting Issuer'). Terms of Proposed Transaction Under the terms of the Business Combination Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Subco and Launchit will amalgamate, and the resulting amalgamated entity will survive as a wholly-owned subsidiary of the Company. Immediately prior to or concurrently with closing of the Proposed Transaction, the Company is expected to change its name to 'Launchit Solutions Ltd.' or such other name as is determined by Launchit and the TSX Venture Exchange (the 'TSXV') and complete the Concurrent Financing (as described below). Pursuant to the terms of the Business Combination Agreement, completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and approval of the TSXV, for the listing of the common shares of the Resulting Issuer (the 'Resulting Issuer Shares'), including the satisfaction of its initial listing requirements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. In addition, immediately prior to or concurrently with closing of the Proposed Transaction, 131 is expected to consolidate (the 'Consolidation') all of its issued and outstanding common shares (each, a '131 Share') on the basis of one (1) post-Consolidation 131 Share for approximately 2.47 pre-Consolidation 131 Shares, and Launchit is expected to complete a stock split (the 'Split') of all of its issued and outstanding Launchit Common Shares (as described below) and Class B non-voting common shares (collectively, the 'Launchit Shares') on the basis of one (1) post-Split Launchit Share for 2.5 pre-Split Launchit Shares. Jamie Harsevoort, Chief Executive Officer of Launchit stated, 'entering into the Business Combination Agreement with 131 represents a significant milestone for Launchit in its ongoing journey to become a publicly traded company in Canada. 131 has been great to work with throughout the course of this journey and we look forward to working hard to complete the business combination in the near future.' A listing statement in connection with the proposed transaction and listing of the Resulting Issuer Shares on the TSXV will be prepared and filed in accordance with the policies of the TSXV. Concurrent Financing In connection with the Proposed Transaction, Launchit is pleased to announce that it has entered into an agreement with Haywood Securities Inc. ('Haywood') and Centurion One Capital Corp., as a co-lead agents (the 'Co-Lead Agents'), to complete a commercially reasonable efforts brokered private placement of a minimum of 7,500,000 subscription receipts of Launchit (the 'Launchit Subscription Receipts') at a price of $0.40 per Launchit Subscription Receipt (the 'Issue Price'), for minimum gross proceeds to Launchit of $3,000,000 (the 'Concurrent Financing'). The Company has granted the Co-Lead Agents an option, exercisable in whole or in part, 48 hours prior to the Closing Date (as defined herein), to increase the size of the Concurrent Financing by selling such number of additional Launchit Subscription Receipts that is equal to 15% of the Launchit Subscription Receipts sold under the Concurrent Financing. Upon satisfaction of the Escrow Release Conditions (as hereinafter defined), each Launchit Subscription Receipt will automatically convert, without any further action of the holder thereof, immediately prior to the effective time of the amalgamation, into one unit of Launchit (each a 'Launchit Unit'). Each Launchit Unit will be comprised of one Class A voting common share of Launchit (each a 'Launchit Common Share') and one common share purchase warrant of Launchit (each a 'Launchit Warrant'). Each Launchit Warrant will entitle the holder to acquire a Launchit Common Share at a price of $0.60 at any time prior to the 60-month anniversary of the date on which the final bulletin is issued by the TSXV announcing approval of the Proposed Transaction, subject to adjustment and acceleration in accordance with the warrant indenture governing the Launchit Warrants to be entered into among 131, Launchit and Odyssey Trust Company, as warrant agent. Upon completion of the Proposed Transaction, each Launchit Common Share and Class B common share of Launchit shall be exchanged for one Resulting Issuer Share and each Launchit Warrant shall be exchanged for one warrant of the Resulting Issuer, exercisable for one Resulting Issuer Share on economically equivalent terms. The net proceeds from the Concurrent Financing, less 50% of the Cash Commission (the 'Escrowed Funds') and the expenses incurred by the Co-Lead Agents in connection with the Concurrent Financing will be deposited in escrow pursuant to the terms of a subscription receipt agreement with Odyssey Trust Company (the 'Subscription Receipt Agent') on the closing of the Concurrent Financing and shall be released upon satisfaction of certain conditions (the "Escrow Release Conditions") including the completion, satisfaction or waiver of all conditions precedent necessary for the completion of the Proposed Transaction. If the Escrow Release Conditions are not satisfied prior to 120 days after the Closing Date (the 'Release Deadline'), the Subscription Receipt Agent will return to the holders of Subscription Receipts an amount equal to the aggregate purchase price for the Subscription Receipts held by them and the Subscription Receipts will be cancelled and be of no further force or effect, unless such Release Deadline is otherwise extended by a period of 90 days the Co-Lead Agents, in their sole discretion and each acting reasonably, provided that the holders of the Subscription Receipts shall be entitled to request in writing, within 5 business days following the announcement of any such extension of the Release Deadline, that Launchit cancel the Subscription Receipts held by such holders and refund the aggregate subscription price paid by such holders, plus a pro rata share of any interest or other income earned on the proceeds of the Concurrent Financing (less applicable withholding tax, if any). Launchit intends to use the proceeds of the Concurrent Financing to pay for the costs and expenses of the Proposed Transaction, including the Concurrent Financing, for operations of the business of the Resulting Issuer, and for general working capital purposes. The Concurrent Financing will be conducted on a private placement basis pursuant applicable prospectus exemptions. Closing of the Concurrent Financing is expected to occur on or about July 16, 2025, or such other date to be agreed to by Launchit and the Co-Lead Agents (the 'Closing Date'). The securities offered have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Wildeboer Dellelce LLP is appointed as counsel for Launchit, Borden Ladner Gervais LLP is appointed as counsel for the Company and Bennett Jones LLP is appointed as counsel for the Co-Lead Agents. About Launchit Launchit is a private company formed under the Business Corporations Act (Ontario) on August 2, 2024. Launchit is a Canadian-based life science focused venture studio that launches and acquires innovative life science technology and is at the forefront of transforming healthcare through an obesity-focused portfolio and strategic partnerships, including partnerships with Novo Nordisk, the manufacturer of Ozempic and Wegovy, and with Shoppers Drug Mart, Canada's largest pharmacy chain. About the Company and 1001240330 Ontario Inc. The Company was incorporated under the Business Corporations Act (British Columbia) on July 27, 2021. The Company is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia. None of its securities, are listed or posted for trading on any stock exchange and no public market exists for any securities of the Company. Additional information on the Company can be found by reviewing its profile on SEDAR+ at Subco is a private company incorporated under the Business Corporations Act (Ontario) on May 16, 2025, for the purpose of completing the Proposed Transaction. For more information, please contact: 1317229 B.C. Ltd. James WardChief Executive Officerjames@ Launchit Solutions Inc. Jamie HarsevoortChief Executive Officerjamie@ All information contained in this news release with respect to 131, Launchit, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and 131 and its directors and officers have relied on Launchit for any information concerning such party, and Launchit and its directors and officers have relied on 131 for any information concerning such statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words 'intend', 'may', 'will', 'expect', and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. In particular, this news release contains forward-looking information relating to the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction and the Concurrent Financing. Although the Company and Launchit believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company and Launchit can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Proposed Transaction and associated transactions, the ultimate terms of the Proposed Transaction and associated transactions differing from those that currently are contemplated, and the Proposed Transaction and associated transactions not being successfully completed for any reason (including the delay or failure to obtain the required regulatory approvals or clearances). The statements in this news release are made as of the date of this release. The Company and Launchit undertake no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Launchit, their securities, or their respective financial or operating results (as applicable).The TSXV has not in any way passed upon the merits of the Proposed Transaction and the Concurrent Financing and associated transactions and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Insider
22-04-2025
- Business
- Business Insider
Terra Innovatum To Go Public Through Business Combination with GSR III Acquisition Corp
Transforming Energy Access with Micro-Modular Nuclear Innovation: Terra Innovatum's SOLO™ reactor is designed to bring scalable, off-grid, zero-carbon power to industrial, remote, and high-demand sectors—1 MWe at a time. Designed for Safety, Built for Scale: SOLO™ will be factory-assembled using licensed components and standard Low-Enriched Uranium ('LEU') fuel; SOLO™ is engineered for rapid deployment, long-life performance, and ultra-low radiation. Global Readiness Meets Regulatory Momentum: Following design completion in 2024, Terra Innovatum engaged the U.S. Nuclear Regulatory Commission ('NRC') in January 2025 and targets commercial deployment in 2028. Backed by Nuclear Industry Veterans: Terra Innovatum's leadership is built to deliver—with deep expertise in design, engineering, licensing, and safeguards. Shareholder Alignment: The transaction values Terra Innovatum at a pre-money equity valuation of $475M with up to $230M in gross proceeds to accelerate commercialization. In addition, Terra Innovatum's shareholders will hold shares that are contingent on key milestones. NEW YORK, NY AND AUSTIN, TX / ACCESS Newswire / April 22, 2025 / Terra Innovatum Srl (" Terra Innovatum," or the " Company"), a developer of micro-modular nuclear reactors, and GSR III Acquisition Corp. (" GSRT") (NASDAQ:GSRT), a publicly traded special purpose acquisition company (" SPAC"), today announced that they have entered into a definitive Business Combination Agreement dated April 21, 2025 (the " BCA"), which will position Terra Innovatum to become a publicly listed company on the Nasdaq under the ticker symbol "NKLR." The transaction is expected to close in the second half of 2025. ANNOUNCEMENT HIGHLIGHTS • Micro-Modular Reactor for Scalable, Off-Grid Deployment: Terra Innovatum designs and will develop advanced micro-modular reactors for flexible, off-grid deployment-addressing the rapidly growing global demand for low-carbon, cost-efficient, and reliable electricity and heat generation. • Capitalizing on Global Energy Megatrends: Terra Innovatum's SOLO™ micro-modular reactor will be engineered to meet the rapidly evolving electricity and heat needs of diverse high-demand sectors-including industrial manufacturing, mining, rural and remote communities, defense installations, desalination, healthcare (including isotope production), and AI/data centers. • Predictable Electricity and Heat Costs for Up to 45 Years: With estimated ultra-long refueling intervals of 15-45 years, depending on configuration, and an exceptionally low $0.07/kWh anticipated levelized cost of electricity, SOLO™ will offer a transformative energy solution for the future. • Assembled with Proven, Standard Components and Fuel: SOLO™ reactors will be factory-assembled using proven, existing, standard off-the-shelf components and approved, widely available LEU 4.95% fuel-minimizing supply chain risks and accelerating deployment. The use of standard parts will enable a de-risked business model, while embedded safeguards and redundant systems ensure an inherently safe and resilient design. • Founded and Led by Nuclear Industry Veterans: Terra Innovatum's leadership team brings together over 180 years of collective expertise across nuclear engineering, reactor design, safety, operations, and regulatory affairs-anchoring the company in deep technical knowledge and proven execution in the nuclear sector. • Regulatory Engagement Plan (REP) and Anticipated Commercialization: Terra Innovatum submitted its regulatory engagement plan to the NRC in January 2025, marking a critical milestone on its path to anticipated commercial deployment in 2028. • Public Investor-Aligned Transaction Terms and Structure: The transaction values Terra Innovatum at a pre-money equity valuation of $475 million, offering an attractive entry point relative to publicly traded nuclear reactor developers. • Financing: The development and commercialization efforts will be supported by up to approximately $230 million in gross proceeds before accounting for redemptions and any committed financing. Alessandro Petruzzi, Co-Founder & CEO of Terra Innovatum, said: "We are excited to take Terra Innovatum public, which will mark a major milestone in our mission to make nuclear power simple, safe, and scalable. Our reactor, SOLO™, aims to bring low cost, off-grid, zero-carbon power to industrial, remote, and high-demand sectors. With 1 MWe at a time for a single SOLO unit, we can leverage our modularity to power up to one GWe with a lower footprint of a similar GWe plant. Backed by strong leadership and GSRT's support, we're ready to accelerate deployment and reshape the future of clean energy." Gus Garcia, Co-CEO of GSRT commented: "This is a game-changing partnership. Terra Innovatum gives our shareholders access to a company at the forefront of nuclear innovation. With proven leadership and a next-gen micro-reactor design, Terra Innovatum is built for the future-delivering safe, cost-efficient energy at global scale. We believe this is the right team, the right technology, and the right time." Lewis Silberman, Co-CEO of GSRT continued: "The nuclear renaissance is real-and we believe Terra Innovatum's SOLO™ reactor will lead it. With a massive addressable market and a fast track to commercialization, Terra Innovatum stood out from day one. When it enters the public markets, we believe Terra Innovatum is poised to become one of the most exciting clean energy success stories of the decade." TERRA INNOVATUM'S MICRO-MODULAR NUCLEAR BREAKTHROUGH: SOLO™ SOLO™ is a compact, cube-shaped micro-reactor designed to deliver 1 MWe of clean, reliable power. With the reactor design finalized in October 2024, Terra Innovatum began formal engagement with the NRC in January 2025. Each unit uses standard LEU fuel and helium gas cooling-eliminating meltdown risk, explosion potential, and proliferation concerns. Housed in a 2.5-meter-thick concrete Monolith, SOLO™ requires no Emergency Planning Zone (EPZ) and radiation exposure to the public is well below legal safety limits. • Commercialization-Ready and Scalable by Design: Engineered over six years by a seasoned team, SOLO™ is designed for mass deployment using off-the-shelf components. Its proven licensing path, low-cost structure, and compatibility with both LEU and future High-Assay Low-Enriched Uranium ("HALEU") fuels position it for global rollout in 2028. • Built for Versatility, Designed for Impact: From powering off-grid communities and data centers to decarbonizing heavy industry, SOLO™ will adapt to diverse energy needs. It will also support high-grade heat applications like desalination and isotope production for cancer treatment-delivering zero-carbon energy at scale. • Built on Experience, Engineered for Safety: Backed by 180+ years of nuclear expertise, SOLO™ was designed with safety as a non-negotiable. The reactor core has been designed to enable safe decommissioning as it fits in existing licensed commercially available casks. Even 10 years of continuous exposure results in less radiation than a single chest X-ray. With a core built for safe decommissioning and passive safety features built in, SOLO™ will set the standards for micro modular nuclear technology. Dr. Cesare Frepoli - Co-Founder, Chief Operating Officer & Director of Licensing and Regulatory Affairs: "Our approach to licensing is rooted in decades of industry expertise and a deep respect for safety and compliance. We've engineered SOLO™ from day one to align with rigorous regulatory frameworks while introducing innovation that simplifies approval pathways. We're not just building a reactor-we're building trust with regulators and the public." Dr. Marco Cherubini - Co-Founder, Chief Technology Officer & Product Director: "SOLO™ is the result of relentless engineering, innovation, and precision. Every component-from its core physics to its modular architecture-has been designed to deliver unmatched safety, efficiency, and scalability. We're not adapting yesterday's technology; we're redefining what nuclear can be for the 21st century." Dr. Massimo Morichi - Partner, Chief Strategy Officer & Safeguards Director: "Our strategic focus is grounded in building a nuclear solution that meets the world's growing energy needs without compromising on non-proliferation and international safeguards. SOLO™ has been designed not only to power industries and communities, but to set a new global benchmark for secure and responsible deployment." Mr. Guillaume Moyen - Partner, Chief Financial Officer: "We've engineered financial transparency and discipline into the core of Terra Innovatum's business model. From predictable CAPEX to low OPEX, SOLO™ offers a compelling value proposition that de-risks infrastructure investment in next-gen nuclear for our investors and our customers." Mr. Giordano Morichi - Partner, Chief Business Development Officer & Investor Relations: "With trillions in capital seeking clean, scalable solutions, nuclear energy is finally receiving the recognition it deserves. Our decision to go public reflects the maturity of our technology, enabling a rapid go-to-market response to the growing demand for low-carbon energy. SOLO™ is a category-defining platform designed for global scalability and impact. This transaction marks the beginning of Terra Innovatum's global deployment journey, offering the world a unique opportunity to invest in the future of nuclear energy." PUBLIC LISTING & TRANSACTION OVERVIEW The proposed business combination is expected to generate up to approximately $230 million in gross proceeds before accounting for redemptions and any committed financing. This transaction values Terra Innovatum at a pre-money equity value of $475 million, reflecting a compelling discount compared to other publicly traded nuclear reactor developers. Following the completion of the business combination, Terra Innovatum's current management team will continue to lead the company, and Terra Innovatum shareholders will roll 100% of their equity into the newly formed public entity. The transaction has been unanimously approved by the Boards of Directors of GSRT and Terra Innovatum. Closing is anticipated to occur in the second half of 2025, subject to customary closing conditions. Further details on the proposed transaction, including a copy of the business combination agreement and investor presentation, will be disclosed in a Form 8-K report to be filed by GSRT with the U.S. Securities and Exchange Commission (SEC), available at ADVISORS Latham & Watkins LLP and Appleby (Cayman) Ltd are serving as legal counsel to GSR III Acquisition Corp. Park Avenue Capital is acting as financial advisor to Terra Innovatum, with Loeb & Loeb LLP, Chiomenti, and Loyens Loeff providing legal counsel. Alliance Advisors Investor Relations is serving as investor relations and public relations advisor for the transaction. EntrepreneurShares acted as financial advisor to the Board of Directors of GSRT. ABOUT GSR III GSR III Acquisition Corp. is a blank check company incorporated in the Cayman Islands with the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses. GSRT is led by a highly experienced sponsor team with a strong track record in SPAC transactions, having previously sponsored two SPACs and advised on over 20 successful SPAC completions. The company's management team includes Co-Chief Executive Officers Mr. Gus Garcia and Mr. Lewis Silberman, President and Chief Financial Officer Mr. Anantha Ramamurti, and Chief Business Development Officer Mr. Yuya Orime. ABOUT TERRA INNOVATUM & SOLO™ Terra Innovatum is a pioneering force in the energy sector, dedicated to delivering innovative and sustainable power solutions. Terra Innovatum plans to leverage cutting-edge nuclear technology through the SOLO™ Micro-Modular Reactor (SMR™) to provide efficient, safe, and environmentally conscious energy. With a mission to address global energy shortages, Terra Innovatum combines extensive expertise in nuclear industry design, manufacturing, and installation licensing to offer disruptive and immediate solutions. Committed to propelling technological advancements, Terra Innovatum and SOLO™ are dedicated to fostering prosperity and sustainability for humankind. It is anticipated that SOLO™ will be available globally within the next three years. Conceptualized in 2018 and engineered over five years by experts in nuclear safety, licensing, innovation, and R&D, SOLO™ addresses pressing global energy demands with a market-ready solution. Built from readily available commercial off-the-shelf components, the proven licensing path for SOLO™ enables rapid deployment and minimizes supply chain risks, ensuring final cost predictability. Designed to adapt with evolving fuel options, SOLO™ supports both LEU+ and HALEU, offering a platform ready to transition to future fuel supplies. SOLO™ will offer a wide range of versatile applications, providing CO2-free, behind-the-meter, and off-grid power solutions for data centers, mini-grids serving remote towns and villages, and large-scale industrial operations in hard-to-abate sectors like cement production, oil and gas, steel manufacturing, and mining. It also supports specialized heat supply processes, water treatment, and desalination. Thanks to its modular design, SOLO™ can easily scale to deliver up to 1GW or more of CO2-free power with a minimal footprint, making it an ideal solution for rapidly replacing fossil fuel-based thermal plants. Beyond electricity and heat generation, SOLO™ can also contribute to critical applications in the medical sector by producing radioisotopes essential for oncology research and cancer treatment. To learn more, visit IMPORTANT INFORMATION FOR SHAREHOLDERS This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval. In connection with the business combination, a to-be-formed Dutch company ("Pubco"), GSRT and Terra Innovatum (the "Registrant Parties") will file with the SEC a registration statement on Form S-4 (the "Registration Statement"), which will include a preliminary prospectus of Pubco relating to the offer of securities to be issued in connection with the business combination, and a preliminary proxy statement of GSRT to be distributed to holders of GSRT's ordinary shares in connection with GSRT's solicitation of proxies for a vote by GSRT's shareholders with respect to the Business Combination and other matters described in the Registration Statement. The Registrant Parties also plan to file other documents with the SEC regarding the business combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of GSRT. INVESTORS OF GSRT AND TERRA INNOVATUM ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. Investors will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Registrant Parties once such documents are filed with the SEC, through the website maintained by the SEC at In addition, the documents filed by GSRT may be obtained free of charge by written request to GSRT at 5900 Balcones Drive, Suite 100, Austin TX 78731. PARTICIPANTS IN THE SOLICITATION Each of the Registrant Parties, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of GSRT is set forth in GSRT's filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above. FORWARD-LOOKING STATEMENTS The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on GSRT and the other Registrant Parties. There can be no assurance that future developments affecting GSRT and the other Registrant Parties will be those that we have anticipated. These forward-looking statements speak only as of the date this press release is delivered and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one more or these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against GSRT, any of the Registrant Parties, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of GSRT or the SEC's declaration of the effectiveness of the Registration Statement (which will including the proxy statement/prospectus contained therein) to be filed by the Registrant Parties or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability of Pubco to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Terra Innovatum as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination, including the reorganization described in the business combination agreement; (9) changes in applicable laws or regulations; (10) the possibility that the Registrant Parties or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by GSRT shareholders and (12) other risk factors described herein as well as the risk factors and uncertainties described in that certain prospectus of GSRT dated November 7, 2024 and GSRT's other filings with the SEC, as well as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof. In addition, there may be additional risks that neither GSRT nor any of the other Registrant Parties presently know, or that GSRT or the other Registrant Parties currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. None of GSRT, the other Registrant Parties, any placement agent nor any of their respective affiliates, officers, employees or agents, makes any representation or warranty, either express or implied, in relation to the fairness, reasonableness, adequacy, accuracy, completeness or reliability of the information, statements or opinions, whichever their source, contained in this press release or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. GSRT, the other Registrant Parties and their respective affiliates, officers, employees and agents further expressly disclaim any and all liability relating to or resulting from the use of this press release and any errors therein or omissions therefrom. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice. In addition, the information contained in this press release is provided as of the date hereof and may change, and neither GSRT nor the other Registrant Parties undertakes any obligation to update or revise any forward- looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws. Anantha Ramamurti President, Chief Financial Officer GSR III Acquisition Corp E: anantha@ P: (949) 468-7434 Nicholas Hresko-Staab Media Relations Alliance Advisors IR E: TerraIR@ SOURCE: Terra Innovatum View the original press release on ACCESS Newswire
