Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by GSR IV Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The report date is September 2, 2025, with the IPO closing on September 5, 2025. The company is an emerging growth company.
Key Financial Metrics
| Metric | Value |
|---|---|
| Units Sold (IPO) | 23,000,000 (20,000,000 base + 3,000,000 over-allotment) |
| Offering Price | $10.00 per Unit |
| Gross Proceeds (IPO) | $230,000,000 |
| Private Placement Units Sold | 655,500 |
| Gross Proceeds (Private Placement) | $6,555,000 |
| Total Funds in Trust Account | $230,000,000 |
| Trust Composition | $224,707,094 from IPO net proceeds; $5,292,906 from Private Placement net proceeds |
Note: As this is an IPO filing, there are no prior period revenue, profit, or operating cash flow metrics. The company has no operating history.
Material Changes and Transactions
- Capital Raise: The company raised a total of approximately $236.555 million in gross proceeds from the public offering and private placement.
- Trust Account Funding: $230 million was deposited into a segregated trust account with Odyssey Transfer and Trust Company. Funds are restricted until the completion of an initial business combination or a redemption event.
- Corporate Governance: The board of directors was expanded to include Jonathan Cole, Jody Sitkoski, and Susie Kuan. The board is now divided into three classes with staggered terms.
- Agreements Executed: The company entered into definitive agreements including an Underwriting Agreement, Rights Agreement, Investment Management Trust Agreement, and various indemnity and administrative service agreements.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 18 months of the IPO closing (September 5, 2025), or up to 21 months at the Sponsor's discretion.
- Redemption Rights: Public shareholders have the right to redeem their shares if the company fails to complete a business combination within the specified timeframe or if they vote against certain amendments to the charter.
- Private Placement Restrictions: The 655,500 Private Placement Units sold to the Sponsor and underwriter are subject to transfer restrictions until 30 days following the consummation of the initial business combination.
- Use of Funds: Interest earned on the trust account may be released for permitted withdrawals, but principal funds are locked until a business combination or liquidation.
Investor Verification Checklist
- Verify the exact closing date of the IPO (September 5, 2025) to calculate the 18-month deadline for a business combination.
- Confirm the total amount held in the trust account ($230,000,000) and the trustee (Odyssey Transfer and Trust Company).
- Review the terms of the over-allotment option (fully exercised for 3,000,000 units) to understand the total share count.
- Examine the transfer restrictions on the Private Placement Units and their impact on liquidity.
- Check the composition of the Board of Directors and the staggered term classes for governance implications.