GSR IV Acquisition (GSRF) risk factors, FY2025 10-K

Other

1. 01Cautionary Note Regarding Forward-Looking Statements
2. 02We are a blank check company incorporated on May 10, 2023 as a Cayman Islands exempted company for the purpose of effecting a business combination
3. 03Initial Public Offering and Private Placement
4. 04Liquidity and Capital Resources
5. 05For the years ended December 31, 2025 and 2024, cash used in operating activities was $611,118 and zero, respectively
6. 06Going Concern Consideration
7. 07Administrative Services Agreement
8. 08Critical Accounting Estimates
9. 09Evaluation of Disclosure Controls and Procedures
10. 10Management’s Annual Report on Internal Controls over Financial Reporting
11. 11Changes in Internal Control over Financial Reporting
12. 12ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
13. 13Jody Sitkoski 66 Director Nominee
14. 14Number, Terms of Office and Appointment of Directors and Officers
15. 15Number and Terms of Office of Officers and Directors
16. 16Committees of the Board of Directors
17. 17Each member of the audit committee is financially literate and our board of directors has determined that Ms. Kuan qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
18. 18Section 16 (a) Beneficial Ownership Reporting Compliance
19. 19Compensation Discussion and Analysis
20. 20ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
21. 21All officers, directors and director nominees as a group (eight individuals)
22. 22Restrictions on Transfers of Founder Shares and Private shares
23. 23Related Person Transactions Policy and Procedure
24. 24These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
25. 25MaloneBailey, LLP (“MB”) served as our independent registered public accounting firm for the fiscal year 2025
26. 26ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
27. 27Report of Independent Registered Public Accounting Firm (PCAOB ID Number 206) F-2
28. 28Notes to Financial Statements F-8
29. 29Opinion on the Financial Statements
30. 30Total Current assets 1,698,887 2,867
31. 31Total Current Liabilities 20,900 3,800
32. 32Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - -
33. 33Net income (loss) $ 2,320,989 $ (10,117 )
34. 34Net cash used in operating activities (611,118 ) -
35. 35Net cash used in investing activities (230,000,000 ) -
36. 36Cash - end of the year $ 1,550,075 $ -
37. 37NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
38. 38Transaction costs amounted to $13,509,096, consisting of $3,450,000 of cash underwriting fees, $9,200,000 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination, and $859,096 of other offering costs
39. 39Emerging Growth Company Status
40. 40Cash and Cash Equivalents
41. 41Cash and Investments Held in Trust Account
42. 42Concentration of Credit Risk
43. 43The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are-measured and reported at fair value at least annually
44. 44Offering Costs Associated with the Initial Public Offering
45. 45Class A Redeemable Share Classification
46. 46Net Income (Loss) Per Ordinary Share
47. 47Particulars Redeemable Shares Non-Redeemable Shares Redeemable Shares Non-Redeemable Shares
48. 48Allocation of net income (loss) $ 1,288,147 $ 1,032,842 $ - $ (10,117 )
49. 49NOTE 3. INITIAL PUBLIC OFFERING
50. 50NOTE 4. PRIVATE PLACEMENT
51. 51On September 5, 2025, the underwriters exercised their over-allotment option in full to purchase 3,000,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions
52. 52NOTE 7: SHAREHOLDERS’ DEFICIT
53. 53The gross proceeds of the Initial Public Offering were allocated to the Public Rights based on relative value, with $4,107,143 recorded in shareholders’ deficit related to the Public Rights on September 5, 2025. The rights are not remeasured to fair value on a recurring basis
54. 54NOTE 8. FAIR VALUE MEASUREMENTS
55. 55Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
56. 56NOTE 9: SEGMENT INFORMATION
57. 57When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include general and administrative expenses and interest and dividends earned on cash and investments held in Trust Account
58. 58NOTE 10: SUBSEQUENT EVENTS
59. 59Title: Co-Chief Executive Officer
60. 603.1 Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 on the Current Report on Form 8-K filed September 5, 2025 (file no. 001-42821))
61. 6110.12 Indemnity Agreement, dated September 2, 2025, between the Company and Susie Kuan incorporated by reference to Exhibit 10.12 on the Current Report on Form 8-K filed September 5, 2025 (file no. 001-42821))
62. 6231.1** Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002
63. 63104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)