TWLV

Business Context and Reporting Period

Company: Twelve Seas Investment Company III (a Cayman Islands exempted company and Special Purpose Acquisition Company).

Reporting Period: Quarterly period ended June 30, 2026.

Status: The Company is a "shell company" and "emerging growth company" that has not yet commenced operations. It is searching for a target business to consummate an initial Business Combination. The Company has until December 15, 2027 (24 months from its December 15, 2025 IPO) to complete a transaction or liquidate.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability Shift: The Company reported a net income of $2,771,064 for the six months ended June 30, 2026, compared to a net loss of $81,873 for the same period in 2025. This reversal is driven entirely by dividend income earned on marketable securities held in the Trust Account ($3,071,282), which was $0 in the prior year.
• Trust Account Growth: The Trust Account balance increased from $172,766,306 at December 31, 2025, to $175,837,588 at June 30, 2026, due to accrued interest and dividends.
• Operating Expenses: General and administrative costs increased to $300,218 for the six months ended June 30, 2026, compared to $81,873 in the prior year period, reflecting ongoing operational costs as a public company.
• Cash Position: Cash held outside the Trust Account decreased from $693,507 to $391,972, resulting in a net cash outflow from operating activities of $301,535 for the six-month period.

Outlook, Risks, and Management Commentary

• Going Concern: Management has determined that the Company lacks sufficient cash and working capital to sustain operations for a reasonable period of time (one year from issuance). This raises substantial doubt about the Company's ability to continue as a going concern. Management plans to address this by completing a Business Combination or securing additional financing, though there is no assurance of success.
• Liquidity Strategy: The Company relies on funds held outside the Trust Account ($391,972) and potential Working Capital Loans from the Sponsor (up to $1.5 million convertible into units) to fund operations and transaction costs.
• Business Combination Deadline: The Company must consummate a Business Combination by December 15, 2027. Failure to do so will result in a mandatory redemption of Public Shares and liquidation.
• Risks: Risks include the inability to find a suitable target, market volatility, geopolitical instability, and the potential for the Sponsor to be unable to satisfy indemnification obligations regarding third-party claims against the Trust Account.

Investor Verification Checklist

• Going Concern Status: Verify the Company's ability to fund operations until the December 2027 deadline given the current cash balance of ~$392k and the explicit "substantial doubt" disclosure.
• Trust Account Yield: Confirm the sustainability of the dividend income ($3.07M YTD) driving current profitability, as this is non-operating income dependent on interest rates and market conditions.
• Redemption Value: Note the redemption value of $10.19 per share; verify if this exceeds the initial $10.00 offering price and understand the tax implications on the interest earned.
• Deferred Fees: Acknowledge the $6.9 million deferred underwriting fee liability that will reduce net proceeds upon a successful Business Combination.
• Sponsor Solvency: Assess the Sponsor's ability to fund Working Capital Loans or indemnify the Trust Account, as the filing notes the Sponsor's only assets may be Company securities.