Twelve Seas Investment Co

The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.

This is the definitive version of the vote: shareholders are asked to approve the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and an Adjournment Proposal, and appraisal rights are addressed in their own section. Because one document is both an F-4 prospectus and a Section 14(a) proxy statement, a Twelve Seas holder is being asked to become a shareholder of a Cayman Islands Pubco holding a UAE oil-storage business whose accounts are prepared under IFRS rather than US GAAP, with non-IFRS EBITDA measures used throughout.

In five days the dividend moved from something to be explored to a stated $0.25 quarterly intention with a funding mechanism attached, and the release says plainly that the change followed discussions with investors — this is a term being offered to shareholders deciding whether to redeem ahead of the vote.

The dividend statement is unusually hedged and its purpose is stated plainly in the release: discussions with Twelve Seas investors and potential investors — that is, a prospective payment being raised with the holders whose redemption decisions determine how much cash survives the vote. Nothing about it is committed; the release says the amount and terms are undetermined and no assurance can be given.

The 425 duplicate is required because the report concerns a transaction in which Pubco is registering securities. On substance the extract establishes only that the F-4 is on file and a November 15, 2019 record date is set; it does not say the registration statement has been declared effective, and the event this report was filed to disclose is outside the captured text.

Operating cash fell to $43,368 while the trust grew by roughly $3.6 million on dividend and interest income, and the gap was bridged by new sponsor credit: $500,000 of sponsor loans plus $562,303 of deferred fees, both of which appeared during the period. Redemption value per redeemable share is $10.00 in both periods ($206,589,550 over 20,658,955 and $204,276,700 over 20,427,670), so the trust's earnings are not accruing to the redemption price on this balance sheet — they sit against a share count that grew by 231,285 through reclassification, holding equity at just over $5,000,000.

The prospectus covers up to 28,901,900 Pubco ordinary shares, 21,229,000 warrants and 21,229,000 ordinary shares issuable on exercise of those warrants, so the warrant overhang is close in size to the share issuance itself. Redemption must be demanded by 5:00 p.m. eastern time two business days before the meeting, by checking the proxy box or delivering a conversion notice and tendering the stock, and it is available regardless of how or whether a holder votes. The Business Combination and Merger Proposals are both closing conditions; the meeting and record dates are blank.

The 425 duplicate is required because the report concerns a transaction in which Pubco will register securities, so the same document is filed under both the Exchange Act and Rule 425. On substance the extract establishes only the structure — a Pubco topco merger under an F-4 that Pubco 'intends to file', with no record date and no meeting scheduled — and not what was announced on September 16, 2019, which is outside the captured text.

$400,000 of the sponsor's $500,000 facility is already drawn and the company holds $66,596 of its own cash, with the Brooge deal's $125 million minimum-cash condition still to be met at closing.

Cash outside the trust is down to $64,744 — which is why the sponsor issued the $500,000 note two weeks after this period ended, and why the Brooge deal's $125 million minimum-cash condition is the binding constraint rather than the balance sheet.

Puts the mechanics behind the 20,000,000 escrowed shares — a fifth of the 100,000,000-share consideration — and shows a new English holding company, BPGIC PLC, inserted as the selling party above the UAE operating entity.

A duplicate of the same-day 8-K filed under Rule 425; the escrow terms are identical.

Flagged for review: the extracted text is truncated before the substance of the April 30 agreement; only the legends are captured.

Flagged for review: the extracted text carries the Item 1.01 heading and the accompanying legends but is truncated before the substance of the April 30 agreement, so what was actually agreed is not captured here and should not be inferred.

Puts the signed agreement into the prospectus record. The extracted text is the table of contents, not the consideration terms.

Puts the signed Brooge agreement on the record and identifies Brooge Holdings Limited as the surviving listed entity. The extracted text is the agreement's table of contents; the exchange consideration and closing conditions are in sections not reproduced here — the April 15 press release carries those figures.

Names the target and sets a hard $125 million minimum-cash condition — with a $207 million trust, redemptions above roughly 40% would breach it. The 20,000,000 escrowed shares mean a fifth of the consideration is contingent on milestones rather than paid at closing.

Sponsor credit of up to $500,000 to carry deal costs — repaid only on a closing, written off in a wind-up — taken eleven days before the Brooge agreement was signed.

A $209.2 million trust with no deferred underwriting liability, and operating costs that rose thirteen-fold as the search intensified — the year's expense line, not the trust, is what the sponsor has to fund.

A $10.00 trust of about $208 million with no deferred underwriting liability, but only about $334,000 of cash outside it to fund the search.

Shows the founder share count being resized twice in three weeks as the offering was cut and then raised, and records 375,000 representative shares issued to the underwriter — dilution that sits outside both the trust and the sponsor's promote.

Restates the trust after the full over-allotment while holding redemption value at $10.00 per share.

Establishes a $10.00 trust with no deferred underwriting liability, and records a sponsor commitment to top up private units specifically so the $10.00 per share does not dilute as the offering grows.

These are the governing terms the shareholder vote and any redemption will run under, fixed before the IPO priced. The extracted text covers the memorandum and the articles' definitions; the redemption mechanics in Article 48 are referenced but not reproduced here.

What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, a press release dated December 17, 2019 announcing that Twelve Seas convened and then adjourned, without conducting any business, its extraordinary general meeting on the business combination with BPGIC, which had been scheduled for December 17, 2019, until December 19, 2019 at 10:00 a.m. Eastern at Ellenoff Grossman & Schole LLP, New York. Why it matters: The meeting was postponed for the express purpose of getting redemptions reversed, and the release says so — the vote was not the constraint, the cash was. That is the same pressure the parties addressed a week earlier by irrevocably waiving the $125,000,000 minimum net cash closing condition, and it says the redemption level after the December 13 deadline was not what the parties wanted. The reversal window closes December 18, one day before the reconvened meeting.

What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, a press release dated December 10, 2019 announcing that Twelve Seas, Brooge Holdings Limited, BPGIC and BPGIC Holdings Limited (as Seller) have agreed to IRREVOCABLY WAIVE the closing condition in the April 15, 2019 Business Combination Agreement requiring Closing Net Cash of at least $125,000,000. The release states the waiver was agreed based on discussions with certain investors and in order to provide further clarity to the marketplace. Why it matters: Removing the minimum-cash condition removes the mechanism that would have let the parties walk away if redemptions were heavy — the deal can now close regardless of how much of the $200 million trust survives the December 17 vote. That changes the calculus for a holder deciding whether to redeem: redeeming no longer risks killing the transaction, and it no longer constrains how little cash the combined company starts with.

What changed: Twelve Seas Investment Company issued its definitive proxy statement/prospectus, dated November 22, 2019 and first mailed on or about November 26, 2019, for the extraordinary general meeting on the business combination with Brooge Petroleum And Gas Investment Company FZE of the Fujairah Free Zone, UAE. The document forms part of Brooge Holdings Limited's registration statement on Form F-4, File No. 333-233964, and serves as the prospectus for the Pubco Ordinary Shares issued to Twelve Seas shareholders and Rights holders, the warrants issued to warrant holders, and the shares underlying them. Why it matters: This is the definitive version of the vote: shareholders are asked to approve the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and an Adjournment Proposal, and appraisal rights are addressed in their own section. Because one document is both an F-4 prospectus and a Section 14(a) proxy statement, a Twelve Seas holder is being asked to become a shareholder of a Cayman Islands Pubco holding a UAE oil-storage business whose accounts are prepared under IFRS rather than US GAAP, with non-IFRS EBITDA measures used throughout.

What changed: Twelve Seas Investment Company filed as Exhibit 99.1 to definitive additional proxy materials the Twelve Seas / BPGIC investor presentation dated November 2019. The captured text covers the title page and the front-matter disclosures rather than the slides. It states the presentation and the proxy statement to be delivered to Twelve Seas shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.

What changed: Brooge Holdings Limited filed under Rule 425, with Twelve Seas Investment Company as subject company, the Twelve Seas / BPGIC investor presentation dated November 2019. The captured text covers the title page and the front-matter disclosures rather than the slides. It states the presentation and the proxy statement to be delivered to Twelve Seas shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.

What changed: Twelve Seas Investment Company furnished as Exhibit 99.1 to a Form 8-K the Twelve Seas / BPGIC investor presentation dated November 2019. The captured text covers the title page and the front-matter disclosures rather than the slides. It states the presentation and the proxy statement to be delivered to Twelve Seas shareholders contain financial forecasts of BPGIC's projected revenues, EBITDA and net capital expenditures for fiscal 2019 and 2020, none of which were audited, reviewed or compiled by either party's accountants. Why it matters: The target carries an explicit going-concern material uncertainty: repeated payment defaults its lender has chosen not to declare, covenant breaches, all $92.6 million of debt reclassified as current, and current liabilities exceeding current assets by $101.5 million at June 30, 2019.