Twelve Seas Investment Co III/Cayman Files 8-K with Key Corporate Updates

TL;DR

TWLV filed an 8-K detailing material agreements, equity sales, and leadership changes as of 12/11.

AI Summary

Twelve Seas Investment Co III/Cayman filed an 8-K on December 15, 2025, reporting on several key events as of December 11, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in officers and directors, amendments to articles of incorporation, and other events. The company, identified by Central Index Key 0002052243, is classified under "BLANK CHECKS" with SIC code 6770.

Why It Matters

This filing indicates significant corporate actions and potential strategic shifts for Twelve Seas Investment Co III/Cayman, which could impact its future business combination or operational direction.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and changes in corporate governance, which can introduce uncertainty.

Key Numbers

• 20251211 — Report Date (Date as of which key events occurred)
• 20251215 — Filing Date (Date the 8-K was publicly filed)

Key Players & Entities

• Twelve Seas Investment Co III/Cayman (company) — Filer of the 8-K
• 0002052243 (company) — Central Index Key for Twelve Seas Investment Co III/Cayman
• 6770 (dollar_amount) — Standard Industrial Classification code for 'BLANK CHECKS'

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share TWLV The Nasdaq Stock Mar
• $10.00 — ion.. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $172,500,000 — rating gross proceeds to the Company of $172,500,000. Each Unit consists of one Class A ordi
• $4,950,000 — Unit for an aggregate purchase price of $4,950,000. The Private Placement Units (and under
• $6,900,000 — ment Units (which amount includes up to $6,900,000 of the underwriters' deferred underwrit
• $1,500,000 — , acting as trustee, with the remaining $1,500,000 of proceeds from the Private Placement
• $100,000 — the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds hel

Filing Documents

• ea0269647-8k_twelve3.htm (8-K) — 55KB
• ea026964701ex1-1_twelve3.htm (EX-1.1) — 258KB
• ea026964701ex3-1_twelve3.htm (EX-3.1) — 379KB
• ea026964701ex4-1_twelve3.htm (EX-4.1) — 85KB
• ea026964701ex10-1_twelve3.htm (EX-10.1) — 83KB
• ea026964701ex10-2_twelve3.htm (EX-10.2) — 134KB
• ea026964701ex10-3_twelve3.htm (EX-10.3) — 55KB
• ea026964701ex10-4_twelve3.htm (EX-10.4) — 75KB
• ea026964701ex10-5_twelve3.htm (EX-10.5) — 52KB
• ea026964701ex10-7_twelve3.htm (EX-10.7) — 102KB
• ea026964701ex10-8_twelve3.htm (EX-10.8) — 13KB
• ea026964701ex99-1_twelve3.htm (EX-99.1) — 4KB
• ea026964701ex99-2_twelve3.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 31KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-25-121719.txt ( ) — 1847KB
• twlv-20251211.xsd (EX-101.SCH) — 4KB
• twlv-20251211_def.xml (EX-101.DEF) — 27KB
• twlv-20251211_lab.xml (EX-101.LAB) — 37KB
• twlv-20251211_pre.xml (EX-101.PRE) — 25KB
• ea0269647-8k_twelve3_htm.xml (XML) — 7KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2025 Twelve Seas Investment Company III (Exact name of registrant as specified in its charter) Cayman Islands 001-43011 86-2888466 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2685 Nottingham Avenue Los Angeles , CA 90027 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: ( 917 ) 361-1177 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one right TWLVU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share TWLV The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination TWLV The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On December 15, 2025, Twelve Seas Investment Company III (the "Company") consummated its initial public offering ("IPO") of 17,250,000 units (the "Units") including 2,250,000 Units issued as a result of the underwriters' exercise in full of their over-allotment option.. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the "Class A Ordinary Shares"), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company's initial business combination (each, a "Share Right"). On December 15, 2025, the Company and underwriters amended the terms of the sale and issuance of Private Placement Units (as defined below) which was consummated concurrently with the IPO. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's registration statement on Form S-1 (File No. 333-286408) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the "Commission") on April 7, 2025 (as amended, the "Registration Statement"): An Underwriting Agreement, dated December 11, 2025, by and between the Company and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC ("CCM"), as representatives of the several underwriters, as amended by Amendment to Underwriting Agreement dated December 15, 2025, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Share Rights Agreement, dated December 11, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated December 11, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A Registration Rights Agreement, dated December 11, 2025, by and among the Company, Twelve Seas Sponsor LLC (the "Sponsor") and CCM, as representative of the several underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Private Placement Units Purchase Agreement, dated December 11, 2025 (the "Sponsor Private Placement Units Purchase Agreement"), by and between the Company and the Sponsor, as amended by the Amendment dat

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