Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Twelve Seas Investment Company III, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is December 11, 2025, with the IPO closing on December 15, 2025. The Company is an emerging growth company.
Key Financial Metrics
- IPO Gross Proceeds: $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit (including full exercise of the 2,250,000 Unit over-allotment).
- Private Placement Proceeds: $4,950,000 from the sale of 495,000 Private Placement Units at $10.00 per Unit to the Sponsor and underwriters.
- Total Capital Raised: $177,450,000.
- Trust Account Funding: $172,500,000 (includes up to $6,900,000 in deferred underwriting commissions).
- Working Capital: $1,500,000 allocated from Private Placement proceeds for working capital and offering expenses.
- Debt and Liquidity: The filing does not disclose specific debt obligations or cash flow statements beyond the IPO proceeds allocation.
Material Changes
The primary material change is the transition from a pre-IPO entity to a publicly traded company on The Nasdaq Stock Market LLC. The Company now has 17,250,000 public Units outstanding (trading symbols TWLVU, TWLV) and 495,000 Private Placement Units. A new Board of Directors was appointed effective December 12, 2025, consisting of Julian Vickers, Bob Foresman, Olga Klimova, Greg Nelson, and Dimitri Elkin.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the IPO closing (December 15, 2025) to consummate an initial business combination.
- Liquidity Constraints: Funds in the trust account ($172,500,000) are generally restricted until the completion of a business combination, a shareholder vote to amend the charter, or a liquidation event. Interest earned may be released to pay taxes.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the 24-month period.
- Deferred Commissions: Up to $6,900,000 of underwriting commissions are deferred and contingent upon the completion of a business combination.
Investor Verification Checklist
- Verify the exact closing date of the IPO (December 15, 2025) to calculate the precise 24-month deadline for a business combination.
- Confirm the total amount of deferred underwriting commissions ($6,900,000) and the conditions for their release.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption rights and liquidation preferences.
- Assess the $1,500,000 working capital allocation to determine if it is sufficient to sustain operations for the full 24-month period.
- Check the composition of the Board of Directors and their specific committee assignments (Audit and Compensation) for governance oversight.