GSR IV

This filing establishes the SPAC's trust account with $230,000,000, providing the baseline for future redemptions and business combination. The trust per-share value is $10.00 (before interest). The company now has an 18-month (or up to 21-month) deadline to complete a business combination, with a deadline in March 2027 (18 months from September 2025 is March 2027). The private placement units have lock-up restrictions. The board is now constituted with classified directors. Investors should track the trust value and any future extensions or deals.

Beyond listing registration, the document contains no operational claims, customer metrics, revenue projections, technological milestones, partnership announcements, or personnel shifts. The registrant relies entirely on existing S-1 prospectus language to satisfy Nasdaq requirements, indicating standard post-IPO administrative structuring rather than deal catalyst activity. For investors monitoring redemption deadlines, sponsor conduct, or trust value mechanics, this filing is procedurally neutral; it confirms component separation rules without moving the merger clock or modifying shareholder rights beyond the already-filed prospectus framework.

This material event filing updates the equity and rights package sold to public investors before a business combination is identified. The addition of the 1/7 fractional right creates a specific post-combination dilution mechanic that will affect share count economics at merger closing, though no target company, valuation, or extension motion is referenced. The additional registered shares represent no more than 20% of the maximum aggregate offering price set forth in the prior registration statement (File No. 333-289061), which the Commission declared effective on September 2, 2025. Co-CEOs Gus Garcia and Lewis Silberman, together with CFO Anantha Ramamurti and directors Jody Sitkoski, Susie Kuan, and Jonathan Cole II, executed the document, attesting to administrative continuity and regulatory compliance rather than active deal pursuit or sponsor conduct shifts. Legal opinions and fee certifications were supplied by Appleby (Cayman) Ltd., Latham & Watkins LLP, and MaloneBailey LLP, confirming standard exchange filing mechanics.

This is the primary disclosure document establishing the terms of the SPAC's IPO. For investors tracking redemption deadlines and trust value, the document specifies a trust per-share value of $10.00 (initially $200 million, or $230 million with over-allotment), a deadline to complete a business combination of 18 months (or up to 21 months at the Sponsor's discretion), and that if the deadline is not met, public shareholders will receive their pro rata share of the trust account (less permitted withdrawals and up to $100,000 of interest for dissolution expenses). It also describes that the Sponsor, officers, and directors have agreed to vote any founder shares and private placement shares in favor of a business combination and to waive their redemption rights. For deal progress, it confirms that no business combination target has been selected and no substantive discussions have occurred. For sponsor conduct, it details sponsor compensation (including $55,556/month for office space, up to $300,000 loan, purchase of 610,500 private placement units) and lock-up provisions. The financial statements (audited through December 31, 2024 and unaudited through June 30, 2025) show a working capital deficit and raise substantial doubt about the company's ability to continue as a going concern, which is expected to be alleviated by the IPO proceeds.

For broader substance, the Company attributes to itself textual revisions designed to satisfy SEC staff review. In response to staff comment 7, the Company added a Rule 14e-5 compliance analysis explaining how director and officer purchases of public shares could satisfy securities rules when those shares are voted in favor of an initial business combination, updating disclosure across pages 19, 24, 25, 45, 46, 74, 110, 111, 112, 114, 139, and 150. In response to staff comment 17, the Company expanded biographical sections to list the five-year principal occupations, business experience, and employment history for each director and executive officer, revising pages 3, 4, 5, 97, 98, 99, 129, 130, and 131. Co-Chief Executive Officers Gus Garcia and Lewis Silberman are identified as the corporate principals directing the registration effort, with law firm attorney Steven B. Stokdyk coordinating the EDGAR filing under File No. 333-289061. These updates reflect standard pre-offering regulatory remediation and personnel disclosure enhancement rather than commercial development or de-SPAC merger execution.

The explicit redemption caps, net tangible asset floors, and excise tax allocations directly dictate cash distribution ceilings and shareholder economic outcomes upon de-SPAC execution. The clarified voting quorum and approval thresholds determine whether foundational equity can passively approve a transaction or whether active public participation is mandatory, altering negotiation leverage. Governance disclosures expose sponsor exit options prior to target identification, a known board conflict involving another SPAC's failed merger, and a fixed out-of-trust administrative burn rate that underscores operational reliance on trust interest yields through the March 2027 termination date. Collectively, these amendments refine the risk parameters around liquidity events, control retention, and managerial fiduciary boundaries during the active search phase.

Establishes a new SPAC with a management team that has prior SPAC experience (GSR II, GSR III, Graf). Trust will hold $200 million ($10.00 per share). Key terms: 18-month (sponsor may extend to 21 months) deadline to complete a business combination; sponsor paid $0.004 per founder share; underwriter is an affiliate of management, creating conflicts of interest (FINRA Rule 5121). No redemption deadlines yet, but IPO investors will have redemption rights upon completion of a deal or at liquidation. The filing provides full disclosure of sponsor compensation, dilution, and risk factors.

As directed by SEC staff, these comments signal active regulatory scrutiny over redemption feasibility, sponsor fiduciary behavior, and dilution vectors before the March 5, 2027 termination deadline. Issuer responses may clarify whether shareholders confront implicit redemption caps, define the extent to which trust interest can subsidize corporate overhead, and expose whether director affiliations or sponsor withdrawal clauses threaten business combination continuity. The voting threshold and quorum clarifications directly dictate the capital structure math required to close a deal versus triggering liquidation and trust distribution. Disclosure of the federal excise tax exposure and confirmed monthly operating burn rate ('$55,556 per month') will enable investors to model net trust recovery amounts, assess the necessity of a trust extension, and evaluate sponsor alignment relative to public shareholder equity preservation. Additional substantive items addressed by staff include the Inflation Reduction Act stock buyback excise tax impact on redemption proceeds, an Administrative Services Agreement consuming '$350,000' outside trust, underwriter lock-up specifics, and exclusive forum provisions covering Securities Act claims.

Establishes the baseline terms for a new SPAC, including trust value ($10.00 per share), deadline (18-21 months from closing), redemption mechanics, sponsor economics (nominal cost for founder shares, potential for substantial profit), and conflicts of interest (management serves as underwriter). Investors can evaluate the structure and track record of the management team (Gus Garcia, Lewis Silberman, Anantha Ramamurti) who have prior SPAC experience with GSR II Meteora (Bitcoin Depot) and Graf Acquisition IV. No target has been identified.

What changed: Routine quarterly report on Form 10-Q for the period ended September 30, 2025 – the first quarterly report following the company's IPO and private placement in September 2025. GSRF completed its IPO on September 5, 2025, issuing 23,000,000 units (including over-allotment) at $10.00, generating gross proceeds of $230,000,000, and a simultaneous private placement of 655,500 units to the sponsor for $6,555,000. The trust account held $230,662,819 as of September 30, 2025 (trust value per share $10.03). The company reported net income of $488,891 for the quarter, primarily from interest on trust investments. It disclosed a material weakness in internal control over financial reporting and raised substantial doubt about its ability to continue as a going concern if a business combination is not completed within the 18-21 month completion window. The sponsor transferred 60,000 founder shares to three independent directors. No business combination or target has been announced. Why it matters: This is the first financial report post-IPO, providing baseline financials and trust value. The trust redemption value per share is $10.03, slightly above the $10.00 IPO price. The going concern and material weakness disclosures are cautionary. The 18-21 month deadline (through March 2027) is extended; the trust balance indicates shareholders can redeem at ~$10.03 if no deal closes. The filing also reveals sponsor conduct: immediate transfer of founder shares to directors and a $5,000 private placement receivable from sponsor. No extension votes or redemptions have occurred yet.

What changed: A Joint Filing Agreement appended to a Schedule 13G beneficial ownership report, executed on November 14, 2025. The filing establishes a joint filing arrangement for Schedule 13G submission among LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited, Ben Levine, and Stefan Renold. Shane Cullinane (Chief Operating Officer) and Allyson Hanlon (US Legal Counsel) are designated as authorized signatories. The text contains zero statements regarding GSR IV’s target identification, valuation, merger timeline, extension motions, investor redemption windows, trust account administration, or sponsor governance conduct. Why it matters: This document functions exclusively as a regulatory housekeeping instrument. All acknowledgments are attributed solely to the LMR Partners signatories and confirm that each party assumes individual responsibility for the timeliness, completeness, and accuracy of their own reported holdings, while consenting to future amendments being filed jointly without additional agreements. Because it contains no business operations, financial metrics, strategic objectives, litigation allegations, partnership announcements, or personnel changes beyond corporate officer titling, it neither advances nor obstructs the SPAC’s conversion deadline, alters trust per-share mechanics, signals deal progress, or reflects sponsor decision-making. It provides no actionable intelligence for redemption calendar tracking or capital deployment analysis.

What changed: A Schedule 13G, which is a U.S. Securities and Exchange Commission regulatory filing used to publicly report the acquisition of beneficial ownership of an equity security exceeding five percent. The filing provides no update on GSR IV’s redemption deadline (2027-03-05), trust account valuation, extension status, target identification progress, or sponsor conduct. It solely records that Polar Asset Management Partners Inc. submitted a beneficial ownership report on 2025-11-14. Why it matters: Because Polar Asset Management Partners Inc. makes no textual claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and the excerpt discloses no share counts, percentage thresholds, or pricing figures, the filing offers no measurable insight into de‑SPAC trajectory, trust preservation, or capital commitment dynamics. Without accompanying tables (e.g., Schedule 13G Item 4 source of funds, voting/disposal power allocations) or explicit acquisition dates, investors cannot determine whether the position reflects passive indexing, active accumulation, or potential coordination under Section 13(d)(3). As a routine compliance exhibit containing only filer identification and filing metadata [0002048251-25-002358], it does not alter current expectations regarding GSR IV’s operational or financial milestones.

What changed: Schedule 13G beneficial ownership report. The excerpt identifies three affiliated reporting persons—AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC—but provides no share counts, ownership percentages, acquisition dates, or explicit statement of a recent change in beneficial ownership position. Why it matters: A Schedule 13G discloses that the reporting entities hold, or have acquired within the prior 60 days, more than 5% of a registrant’s voting securities. In a search-stage SPAC, such filings track institutional accumulation that could later serve as anchor capital or reflect passive index/arbitrage positioning. Because this text omits the actual quantity of shares, the baseline percentage, whether the filing marks an initial crossing or a subsequent movement, and the stated purpose of the schedule, it does not move GSRF’s redemption timeline, $10.29 per share trust accounting, 2027-03-05 deadline mechanics, extension feasibility, or sponsor conduct metrics.

What changed: Routine compliance exhibit: a Schedule 13G, which is a statutory beneficial ownership report identifying reporting holders Glazer Capital, LLC and Paul J. Glazer. The provided filing text lists only the two holder names and the SEC accession number [0001076809-25-000127]. It discloses no share quantities, acquisition dates, price paid, ownership percentages, or statements of purpose. Accordingly, the document makes no adjustments to redemption exposure, trust account mechanics, extension voting thresholds, business combination timelines, or sponsor governance conduct. Why it matters: Because the excerpt omits all quantitative metrics and strategic intent, it provides no visibility into whether the named parties hold a voteable block capable of influencing shareholder decisions prior to the 2027-03-05 deadline, nor does it signal redemption activity against the existing per-share trust balance. Without disclosed holdings or investment posture, the registration does not alter GSRF’s searching phase or reflect any shift in sponsor behavior. The text contains no substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: A Schedule 13G joint filing agreement and beneficial ownership report, classified as a routine compliance exhibit. The filing discloses that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman hold beneficial ownership of shares in GSR IV Acquisition Corp. I as of September 30, 2025. The undersigned execute a joint filing agreement authorizing a single submission under Rule 13d-1(k), with Hayley Stein signing as attorney-in-fact for all four entities on November 12, 2025. No amendments to redemption windows, trust account valuations, extension proposals, target acquisition milestones, or sponsor conduct are contained within the document. Why it matters: For investors tracking the SPAC’s lifecycle, this exhibit confirms active equity positioning by Magnetar-affiliated funds and David J. Snyderman. The filing contains zero commercial or operational claims—no customer disclosures, revenue statements, market sizing, technology roadmaps, partnership agreements, litigation summaries, or personnel appointments. It does not mechanically alter redemption procedures or trust distributions. However, it materially clarifies the nested corporate architecture (limited liability companies, limited partnerships, and management entities) directing the disclosed stake and updates the public register of significant holders, which informs assessments of potential voting blocs and sponsor alignment as the filing parties approach the stated business combination deadline.

What changed: Form 8-K current report accompanied by press release Exhibit 99.1, notifying regulators and investors that GSR IV Acquisition Corp. is initiating the decoupling of class A ordinary shares and rights from its publicly offered units. Per the company’s filing, commencing October 20, 2025, holders of the 23,000,000 initial public offering units (which included 3,000,000 units from the full exercise of the underwriter’s over-allotment option) may elect to separately trade the underlying shares and rights. Each unit comprises one class A ordinary share, par value $0.0001 per share, and one-seventh of one right; each whole right entitles the holder to one share upon business combination consummation. No fractional rights issue, and only whole rights will trade. Unseparated units retain the GSRFU Nasdaq symbol, while separated shares and rights begin trading as GSRF and GSRFR. Brokers must direct Odyssey Transfer and Trust Company to execute the split. The filing makes no adjustments to the stated March 5, 2027 liquidation deadline or redemption mechanics, reports zero progress on a target acquisition, and notes no sponsor-driven extension activity. Why it matters: This is a standard post-offering operational step to unlock component-level liquidity ahead of a merger, requiring investors to instruct their brokers rather than waiting for automatic treatment. Regarding broader substance, the October 17, 2025 press release states the company intends to identify targets possessing 'compelling public-market narratives, high visibility of growth prospects, and attractive cash flow dynamics now or in the near future' to leverage public listing access for accelerated growth. The registration statement (S-1, File No. 333-289061) became effective on September 2, 2025. The filing identifies Anantha Ramamurti as the company’s President & CFO issuing the press release, and notes Gus Garcia signed the 8-K as Co-Chief Executive Officer. As a shell entity still in the SEARCHING phase, the document confirms administrative readiness but provides no customer contracts, revenue metrics, partnership announcements, litigation updates, or personnel changes beyond the named officers’ execution of this mechanical notice.

What changed: A Form 8-K Current Report and accompanying Exhibit 99.1 Audited Balance Sheet disclosing the consummation of GSR IV Acquisition Corp.’s initial public offering and post-closing financial position. Per the company's filing, the IPO closed on September 5, 2025, with the sale of 23,000,000 Units (inclusive of a fully exercised 3,000,000 Unit over-allotment) at $10.00 per Unit, generating $230,000,000 in gross proceeds. Concurrently, the company completed a private placement of 655,500 units to GSR IV Sponsor LLC and Polaris Advisory Partners LLC at $10.00 per unit for approximately $6,555,000. As detailed in the audited balance sheet, $230,000,000 was placed into a segregated trust account administered by Odyssey Transfer and Trust Company, leaving $2,038,192 in operating cash against $5,300 in current liabilities and $9,200,000 in deferred underwriting commissions. The filing establishes a Completion Window of 18 or 21 months following IPO closing, noting that any extension beyond 21 months requires a special resolution approved by at least two-thirds of voting shareholders and obligates the company to offer pro-rata redemptions. Regarding sponsor conduct, the company reports that on August 18, 2025, the Sponsor transferred 60,000 Class B Founder Shares to three independent directors at $0.004348 per share, entered an administrative services agreement to pay the Sponsor up to $55,556 monthly commencing September 5, 2025, and satisfied a previously amended $300,000 promissory note upon IPO closing. Zero Working Capital Loans remain outstanding. Why it matters: This announcement finalizes the capital raise, officially activating the statutory redemption deadline and trust maintenance timeline. The documented $230,000,000 trust principal and $9,200,000 deferred commission structure define the precise capital allocation ceiling for any eventual business combination versus sponsor/underwriter distribution. Management states that each unit includes one Class A ordinary share and one-seventh of one right, clarifying that whole rights convert to one additional share only upon business combination completion and will expire worthless if the Completion Window passes without a transaction. The filing also imposes a 15% aggregate redemption limit per shareholder group acting in concert without company consent, structurally capping rapid outflows during future vote windows. External auditor MaloneBailey, LLP explicitly flags a Going Concern Matter, noting that failure to complete a business combination triggers mandatory liquidation and dissolution, underscoring the binary outcome pressure on management. Ongoing burn is quantified by the $55,556 monthly administrative draw and general operating expenses funded from the $2,038,192 operating balance, creating a measurable drag against trust interest accrual before any combination occurs. Co-Chief Executive Officer Gus Garcia attests to these disclosures, confirming the operational and governance framework now governing GSRF pending a target announcement.

What changed: A procedural Exhibit A (Joint Filing Agreement) attached to a Schedule 13G beneficial ownership report, establishing a joint filing arrangement among Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. No information bearing on redemption deadlines, trust value, extension mechanisms, target identification, merger progress, or sponsor conduct is reported. The text does not disclose updated ownership percentages, aggregate share counts, voting thresholds, or any modifications to the stated March 5, 2027 timeline or $10.29 trust/share metric. Why it matters: For investors monitoring the $10.29 trust per share, the March 5, 2027 redemption window, or deal execution status, this document provides zero mechanical or strategic updates. It serves exclusively to confirm compliance with Rule 13d-1(k) by the named holders. The filing cites a June 10, 2019 power of attorney from a prior Haymaker Acquisition Corp II submission to validate signer Saul Ahn’s authority for Siu Min Wong, which holds no relevance to current GSRF capital structure, holder voting leverage, or sponsor activities. Absent numerical disclosures or timeline adjustments, the filing carries no immediate material weight for redemption or merger tracking.

What changed: A Form 4 insider ownership report filed by GSR IV Sponsor LLC and three directors/executives to disclose equity transaction activity. The filing explicitly states there were 'No non-derivative transactions or holdings reported' for any of the four listed reporting persons: GSR IV Sponsor LLC, Gus Garcia (director, co-chief executive officer, 10% owner), Lewis Silberman (director, co-chief executive officer, 10% owner), and Anantha Ramamurti (director, president & cfo, 10% owner). Consequently, no insider equity positions changed hands during the period covered by this Form 4 filed on 2025-09-05. Why it matters: For investors tracking redemption windows, trust preservation, extension mechanics, deal progress, and sponsor conduct, Form 4 filings are screened for accumulation or distribution that often signals management conviction, liquidity pressure, or reaction to trust accounting changes. This filing confirms that none of the co-ceos or president & cfo purchased or sold shares, meaning sponsor alignment remained static and no insider selling pressure emerged. While the zero-transaction result provides no direct insight into target identification, valuation discussions, or extension voting plans, it establishes a compliance baseline showing unchanged equity posture ahead of the upcoming deadline. Routine non-reporting of trades does not advance the SEARCHING timeline but removes insider distribution as a variable affecting shareholder sentiment or redemption dynamics.