GSRF

Business Context and Reporting Period

Company: GSR IV Acquisition Corp. (GSRF)

Filing Type: Form 10-K (Annual Report)

Reporting Period: Fiscal year ended December 31, 2025

Business Overview: GSR IV Acquisition Corp. is a Cayman Islands exempted company formed as a "blank check" SPAC. As of December 31, 2025, the Company had not commenced operations. All activity relates to its formation, its Initial Public Offering (IPO) consummated on September 5, 2025, and its subsequent search for a business combination. The Company generates non-operating income from interest earned on proceeds held in a Trust Account.

Key Financial Metrics

Material Changes vs. Prior Period

• Operational Status: The Company transitioned from a pre-IPO formation phase in 2024 to a post-IPO SPAC in 2025. The IPO was consummated on September 5, 2025.
• Capital Raised: Gross proceeds of $230,000,000 were generated from the sale of 23,000,000 Units in the IPO. Additionally, $6,555,000 was raised from a private placement of units to the Sponsor.
• Profitability: The Company reported a net loss of $10,117 in 2024. In 2025, it reported a net income of $2,320,989, driven primarily by interest income earned on the Trust Account ($2.89M) which offset operating expenses ($567k).
• Liquidity: Cash held outside the Trust Account increased from $0 in 2024 to $1,550,075 in 2025, available for working capital purposes.

Outlook, Risks, and Management Commentary

Completion Window and Liquidity

The Company has 18 to 21 months from the IPO closing (September 5, 2025) to complete an initial business combination. If not completed, the Company must liquidate and redeem public shares. Management anticipates sufficient liquidity to fund operations until the mandatory liquidation date, but notes that if a business combination is not consummated, the Company will cease operations.

Going Concern Consideration

The financial statements include a "Going Concern" warning. The Company has incurred recurring losses from operations and has a net capital deficiency. Substantial doubt exists about the Company's ability to continue as a going concern if it fails to complete a business combination and shareholders do not approve an extension.

Key Risks

• Internal Controls: Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to inadequate segregation of duties and insufficient written policies for accounting and IT.
• Regulatory Environment: New SEC rules adopted in 2024 regarding SPACs may materially affect the ability to negotiate and complete a business combination, potentially increasing costs and time.
• Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee the Sponsor has sufficient funds to satisfy these obligations. If claims deplete the Trust Account, the redemption price per share could be less than $10.00.
• Related Party Conflicts: Officers and directors have fiduciary duties to other entities and may have conflicts of interest in selecting a target business.

Investor Verification Checklist

• Internal Control Deficiencies: Verify the remediation plan for the material weaknesses in internal controls over financial reporting disclosed in Item 9A.
• Extension Mechanics: Review the specific terms required to extend the 21-month completion window, including the redemption rights offered to public shareholders and the voting thresholds required.
• Sponsor Solvency: Assess the financial capacity of GSR IV Sponsor LLC to fulfill its indemnification obligations should third-party claims arise against the Trust Account.
• Target Criteria: Confirm that any proposed target business meets the 80% fair market value test relative to the Trust Account assets (excluding deferred underwriting commissions).
• Deferred Fees: Note the $9.2 million in deferred underwriting commissions payable only upon the successful consummation of a business combination.