TWLV SEC filings, in plain English
Everything Twelve Seas Investment Co III/Cayman has filed with the SEC that we hold — 29 filings, newest first, 27 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q (Quarterly Report) for Twelve Seas Investment Co III, a Cayman Islands blank-check SPAC still in search phase, with a combination deadline of December 15, 2027. Trust account value increased from $172.8M to $175.8M; trust per-share value rose from $10.01 to $10.19; net income of $1.4M for Q2 2026; company still has no target selected and no substantive discussions; going concern uncertainty remains; no changes to redemption rights or deadline. Why it matters: Routine quarterly update confirming the SPAC remains in search phase with sufficient time (deadline Dec 2027) and a trust per-share value above $10.00, providing a safety cushion for eventual redemptions. No new deal or extension risk.
What changed vs 2026-05-15trust $174.3M → $175.8M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $174.3M$175.8M
- Combination deadline
- 2027-12-15 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we are focusing our search on global companies located outsi… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,542,757 was added to the trust between the two filings.
The clause “546,709 802,765 Long-term prepaid insurance 33,125 70,625 Marketable securities held in Trust Account 175,837,588 172,766,306 TOTAL ASSETS $ 176,417,422 $ 173,639,696 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by December 15, 2027, 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s”…
The clause …“the date of the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty with the Business Combination and”…
The clause “500,000,000 shares authorized; 495,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at June 30, 2026 and December 31, 2025, respectively 50 50 Class B Ordinary Shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 12b-25, Notification of Late Filing for a delayed Quarterly Report on Form 10-Q covering the period ended June 30, 2026. Twelve Seas Investment Company III announced it will submit its Q2 2026 Form 10-Q after the statutory deadline. Chief Executive Officer Dimitri Elkin stated the company could not finalize its financial results and secure the required accountant review within the prescribed timeframe, necessitating additional time to compile and verify data. The filing confirms all other periodic reports required under the Securities Exchange Act over the preceding 12 months were filed on schedule, and management indicates no significant change in results of operations is expected compared to the corresponding prior period. Why it matters: This notice does not alter the December 15, 2027 redemption deadline, the $10.19 per-share trust balance, or the SEARCHING status, nor does it indicate deal progress, a trust extension, or revised sponsor terms. For investors monitoring sponsor conduct and regulatory compliance, however, the delayed submission signals a procedural gap that, while described as administrative, warrants continued oversight. Late filings can attract SEC follow-up inquiries and may affect investor confidence ahead of a business combination window. The document discloses no customer metrics, revenue figures, market size estimates, technology developments, partnerships, litigation, or personnel changes.
What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2026. Trust account value increased from $172.8M to $174.3M ($10.01 to $10.10 per share). Cash decreased from $693,507 to $495,520. Net income of $1.36M versus net loss of $50,760 in prior year period. No business combination target selected and no substantive discussions initiated. Management reiterates substantial doubt about going concern. Why it matters: The filing shows the SPAC is still searching with no target identified, cash is being consumed, and management has expressed going concern doubts. Trust value per share is stable ($10.10) but ability to complete a deal within the December 2027 deadline (24 months from IPO) remains uncertain. No extension has been sought. Sponsor has not reserved for indemnification and its only assets are securities of the company.
What changed: Annual report (Form 10-K) for the fiscal year ended December 31, 2025, filed by a blank-check company still searching for a business combination target. No business combination has been announced or agreed; no target has been selected. The trust account held $172,766,306 as of December 31, 2025, equal to approximately $10.01 per public share. The company has a deadline of December 15, 2027, to complete a deal. Cash outside the trust was $693,507, with a working capital surplus of $629,375. Management disclosed substantial doubt about going concern and noted it may seek additional financing or an extension. There were no changes to the redemption mechanics or sponsor conduct. Why it matters: This is the first full-year report since the IPO, establishing the baseline trust value per share ($10.01) and the 24-month deadline. The filing details management’s past SPAC track record (including liquidations and a target that later filed for bankruptcy), the strategy of focusing on non-U.S. targets in oil and gas, and the financial runway. It confirms the SPAC is still searching with no deal imminent, which is critical for redemption timing and risk assessment.
What changed: A joint filing agreement accompanying a Schedule 13G beneficial ownership report, filed under SEC Rule 13d-1(k) on February 12, 2026, on behalf of Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. No changes affect TWLV’s redemption calendar, trust mechanics, or deal pipeline. The filing does not modify the $10.19 trust-per-share balance, the December 15, 2027 deadline, any extension proposals, merger negotiation status, or sponsor conduct. The attached exhibit is strictly procedural: it confirms that all three named parties will jointly file any future Schedule 13G amendments and allocates individual liability for the completeness and accuracy of each party’s own data within those amendments. Why it matters: The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributed to management, sponsors, or counsel. Without the underlying Schedule 13G data revealing share counts, ownership percentages, or cost basis, the filing provides no actionable insight into institutional positioning that could sway redemption behavior or accelerate a business combination. For investors tracking the SEARCHING phase, this is a routine regulatory coordination exhibit with zero mechanical impact on trust distributions or redemption windows.
What changed: An 8-K current report containing a press release announcing the commencement date for the separate trading of Class A ordinary shares and rights. The Company announced that, commencing January 9, 2026, holders of units issued in its initial public offering may elect to separately trade the included Class A ordinary shares and rights. Unseparated units will continue trading on the Nasdaq Global Market under the symbol “TWLVU,” while the separated Class A ordinary shares and rights will trade under the symbols “TWLV” and “TWLVR,” respectively. The filing notes that unit holders will need to have their brokers contact Continental Stock Transfer & Trust Company to execute the separation. Why it matters: Unit separation is a standard administrative step that unlocks independent trading for the underlying equity and contingent rights, potentially altering short-term liquidity and allowing separate price discovery prior to any merger announcement. It carries no implications for the stated $10.19 trust value per share, the December 15, 2027 liquidation deadline, or the management team's declared strategy to target established profitable enterprises in oil and gas located outside the United States. Dimitri Elkin, Chief Executive Officer, signed the accompanying disclosure.
What changed: Form 8-K current report (Items 8.01 and 9.01) documenting the December 15, 2025 consummation of an Initial Public Offering and private placement, accompanied by an audited balance sheet and independent auditor’s report. This filing serves as the IPO settlement confirmation. Per management statements, 17,250,000 public Units sold at $10.00 per unit generated $172,500,000 in gross proceeds, which were fully deposited into a Continental Stock Transfer & Trust Company-administered trust. Concurrently, Twelve Seas Sponsor LLC purchased 300,000 private units and Cohen & Company Capital Markets purchased 195,000 private units for $4,950,000. The company’s organizational documents establish a 24-month Completion Window commencing December 15, 2025; management confirms no business combination target has been identified nor have substantive discussions occurred. Redemption mechanics dictate public shareholders may exchange shares for a pro-rata portion of the trust balance (stated at $172,500,000 at issuance), reduced by taxes payable and up to $100,000 in dissolution fees. The sponsor’s letter agreement waives redemption rights on founder and private placement shares, binds founders to vote for a deal, and contractually commits the sponsor to indemnify the trust if third-party claims reduce it below the lesser of $10.00 per share or actual trust value. Management explicitly noted it has not verified the sponsor’s ability to fund that indemnity, stating the sponsor’s only assets are believed to be company securities. The independent auditor, WithumSmith+Brown, PC, flagged a going concern uncertainty in the audited balance sheet, citing $2,126 in operating cash, a $285,803 working capital deficit, and a $7,111,845 shareholders’ deficit. Regarding personnel and compensation, the sponsor transferred 250,000 founder shares to company directors on December 9, 2025, which a third-party valuation team appraised at $370,750 ($1.48 per share) using a 3.74% risk-free rate, 15.1% market adjustment, and $9.85 implied price. Subsequent events confirm the sponsor deposited a $968,777 subscription receivable on December 16, 2025, and the company repaid a $277,396 related-party promissory note on December 19, 2025. No litigation, customer contracts, revenue projections, or strategic partnerships are disclosed. Why it matters: The settlement permanently anchors the redemption countdown to December 15, 2027, establishing a rigid deadline for either deploying the $172,500,000 trust capital into a merger or initiating mandatory shareholder redemptions. The $10.00 per share trust baseline remains mathematically unaltered until interest accrues or tax withdrawals occur, defining the absolute upper limit for redemption valuations. Because management admitted the entity lacks the liquidity to operate for twelve months without a completed transaction or sponsorship working capital loans, the SPAC’s continuity is structurally contingent on accelerating deal execution. The sponsor’s contractual indemnification promise operates as a defensive floor beneath the $10.00 redemption guarantee, theoretically protecting investors from vendor or target claim dilution, though management’s caveat regarding the sponsor’s unverified payment capacity introduces measurable counterparty risk. Furthermore, the public rights’ assigned fair value of $2,553,000 ($0.15 each), derived from a Monte Carlo simulation utilizing a $9.83 implied share price and 15.0% market adjustment, provides the first observable pricing reference for the company’s derivative securities ahead of any merger talks. The filing functions exclusively as an IPO closing attestation and initial financial condition snapshot, carrying zero forward-looking commercial claims.
What changed: Joint Filing Agreement (Exhibit 99.1) executed on December 22, 2025, by Twelve Seas Sponsor LLC, Twelve Seas Holdings LLC, and Dimitri Elkin, designating their collective responsibility for the accompanying Schedule 13D beneficial ownership report concerning Class A ordinary shares of Twelve Seas Investment Company III. The exhibit contains no transaction executions, share purchases, tender actions, or trust account movements. It solely establishes an administrative coordination mechanism among the three named reporting persons for regulatory submission purposes under Section 13(d) of the Securities Exchange Act. No amendments to redemption calendars, trust balances, deadline timelines, or extension proposals are referenced or authorized within this agreement. Why it matters: Investors monitoring redemption windows, per-share trust value, or target search progression will find zero operational data in this filing; it carries no forward-looking statements, revenue projections, partnership announcements, or litigation details. The agreement merely confirms that the sponsor management team has grouped its disclosure obligations, a routine compliance step that does not alter shareholder rights, voting thresholds, or the SPAC's remaining search period. Substantive updates require examination of the primary Schedule 13D text and any subsequent proxy or business combination filings.
What changed: A routine compliance exhibit—a Joint Filing Statement pursuant to Rule 13D-1(K)(1) attached to a Schedule 13G—wherein Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah consent to bundling their beneficial ownership reports for Twelve Seas Investment Co III shares into a single submission and reserve the right to terminate the joint arrangement via written notice. This filing alters none of the tracked mechanics. The signatories disclose no change to the search phase, no stated intent to redeem or vote on an extension, no data on trust-value-per-share, and no update on the corporate deadline. Sponsor conduct remains unaddressed beyond standard regulatory reporting consent. The document contains no amendments to prior holdings, no source-of-funds breakdown, and no declaration of investment purpose. Why it matters: For redemption-calendar watchers, this confirms only that these three holders crossed a threshold triggering joint reporting obligations under federal securities rules. It carries no forward-looking indicators for deal completion, trust distribution timing, or sponsor diligence pace. Because the filing consists exclusively of procedural consent language and signature blocks executed by Robin Shah in three representative capacities, it provides zero actionable signals regarding tender behavior, extension likelihood, or target acquisition milestones.
What changed: Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. The filing consists solely of a procedural Joint Filing Agreement authorizing four affiliated parties—Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong—to submit one Statement on Schedule 13G for Twelve Seas Investment Company III dated December 15, 2025. Authorized signatory Saul Ahn executed the agreement on December 18, 2025. The document incorporates a Power of Attorney dated June 10, 2019 previously referenced in a filing related to Haymaker Acquisition Corp II. Why it matters: Regarding the redemption deadline, per-share trust value, extension provisions, target search progress, or sponsor conduct, this submission discloses zero changes. It contains no share counts, acquisition prices, ownership percentages, transaction purposes, or business combination updates. It is a routine Securities Exchange Act of 1934 Rule 13d-1(k) administrative exhibit that merely consolidates filing logistics among co-holders. No mechanical alterations to the SPAC’s capital structure, corporate timeline, or strategic direction occur.
What changed: Form 8-K filed by Twelve Seas Investment Company III on December 15, 2025, reporting the consummation of its IPO and the simultaneous closing of related private placement, execution of ancillary agreements, appointment of directors/committees, amendments to governing documents, and deposit of proceeds into trust. Twelve Seas Investment Company III consummated its IPO of 17,250,000 units (including full exercise of the over-allotment option) at $10.00 per unit for gross proceeds of $172,500,000. Simultaneously, it closed a private placement of 495,000 private placement units to Sponsor (300,000) and underwriter CCM (195,000) at $10.00 per unit for aggregate proceeds of $4,950,000. The Company deposited $172,500,000 into the trust account. It appointed Julian Vickers, Bob Foresman, Olga Klimova and Greg Nelson as directors (with Dimitri Elkin) and formed Audit and Compensation Committees. It filed amended and restated memorandum and articles of association. It entered into multiple standard IPO agreements: underwriting agreement (as amended), share rights agreement, investment management trust agreement, registration rights agreement, sponsor and underwriter private placement purchase agreements (each as amended), insider letter, indemnity agreements, and administrative services agreement. Why it matters: This is the IPO closing 8-K for a newly-formed SPAC. The trust holds $172,500,000, or approximately $10.00 per public share. The deadline to complete a business combination is 24 months from closing (December 15, 2027), extendable only with shareholder approval. The Sponsor and insiders have agreed to vote Founder Shares in favor of a deal and not to redeem public shares they own. Founder Shares are locked up for one year post-deal (or earlier if price tests are met). Private Placement Units (Sponsor and CCM) are locked up for 30 days post-deal. The Sponsor must forfeit Founder Shares if the over-allotment is not fully exercised (it was fully exercised, so no forfeiture). A press release attached to the filing states the SPAC will target global companies outside the US, with emphasis on oil and gas. The SPAC is led by CEO Dimitri Elkin. The Company is currently searching. The trust per-share value is $10.19 according to overview data, but the filing states $172,500,000 was deposited for 17,250,000 public shares, equating to $10.00 per share. The overview data of $10.19 may include interest earned, but the filing itself does not compute or state a per-share trust value of $10.19; the trust was funded at exactly $10.00 per unit.
What changed: This document is a Form 4 insider ownership report and routine compliance exhibit disclosing open-market security acquisitions by corporate insiders. The filing discloses that Twelve Seas Sponsor LLC and director/Chief Executive Officer Elkin Dimitri executed open-market purchases on 2025-12-15, each acquiring 300,000 shares at $10, resulting in post-transaction holdings of 300,000 shares per reporter. These transactions occur while the SPAC maintains a SEARCHING status, do not alter the redemption deadline of 2027-12-15, and leave the trust/share value at $10.19 unchanged. Why it matters: Per the disclosed transaction data, sponsor and executive capital deployment at $10 places their purchased equity below the documented $10.19 trust/share baseline, signaling direct financial alignment during the active target search phase. Because the acquisition was routed through the open market rather than a private placement or trust-funded secondary purchase, it does not deplete the trust account or trigger extension voting mechanics, yet it demonstrably increases sponsor ownership to 300,000 shares without restricting underlying trust liquidity for public shareholders facing the 2027-12-15 deadline. This conduct indicates disciplined capital allocation aligned with traditional SPAC trustee mandates, though the open-market execution shifts these specific shares into public float circulation rather than lock-up founder reserves.
What changed: 424B4 prospectus for the initial public offering of Twelve Seas Investment Company III, a blank-check company (SPAC) formed to effect a merger or acquisition with one or more businesses, filed December 12, 2025. No prior business combination target has been selected; this is the IPO launch. The trust will hold $150 million ($10.00 per unit) with a 24-month deadline from closing (through December 15, 2027). Public shareholders get redemption rights at trust value upon a business combination or liquidation. Sponsor and underwriter commitments (founder shares at $0.004, private placement units at $10.00) and lock-up provisions are detailed. Why it matters: Establishes all core SPAC terms for investors: trust value ($10.00/share), redemption mechanics, extension provisions, sponsor economics (nominal cost for founder shares creating potential dilution and conflict of interest), and the 24-month liquidation deadline. No target identified; focus on non-U.S. companies. The document is foundational for evaluating future deal proposals and sponsor conduct.
What changed: A Form 3 initial beneficial ownership report identifying Director Olga Klimova as the reporting person. The filing explicitly discloses that there are no non-derivative transactions or holdings to report for the named director, leaving the publicly tracked insider position unaltered. Why it matters: Because this regulatory submission records zero equity activity, it contains no updates relevant to your redemption calendar, trust accounting methodology, extension voting windows, target business combination status, or sponsor governance conduct. The filing makes no claims regarding customer relationships, revenue performance, addressable market size, corporate strategy, technological development, partnership arrangements, litigation status, or executive personnel changes. It functions as a statutory placeholder confirming the absence of reportable share activity for the listed director.
What changed: A Form 8-A for Registration of Certain Classes of Securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, formally registering Units, Class A ordinary shares par value $0.0001 per share, and Rights for listing on The Nasdaq Stock Market LLC. This filing registers the listed securities but does not alter the redemption deadline of 2027-12-15 or the trust per-share value of $10.19. Chief Executive Officer Dimitri Elkin executed the registration on December 11, 2025, confirming no changes to extension provisions, deal progress, or sponsor conduct. The mechanics remain governed by the prospectus originally filed with the SEC on April 7, 2025, under File No. 333-286408. Why it matters: While procedurally standard, this registration confirms the vehicle’s administrative readiness for Nasdaq trading eligibility prior to any target acquisition disclosures. For investors tracking redemption calendars and trust accrual, the filing’s explicit reliance on the April 7, 2025 prospectus confirms that the $10.19 trust baseline, the 2027-12-15 liquidation clock, and the current SEARCHING status remain unmodified. Subsequent filings will be required to signal any sponsor-led timeline adjustments, amended redemption protocols, or definitive merger transactions.
What changed: Form 3 — insider ownership report [0001213900-25-120882] filed on 2025-12-11 by director Robert Foresman for Twelve Seas Investment Co III/Cayman, identifying the issuer, reporting person, and filing category. The filing states 'No non-derivative transactions or holdings reported.' This confirms zero insider purchases, sales, or derivative exercises, meaning no changes to capital structure, no shift in redemption timeline mechanics, no alteration to the trust account composition, no trigger for extension voting, and no updated signal regarding sponsor conduct or director tendering intent ahead of a proposed business combination. Why it matters: Because the report records no transactional activity, it yields no actionable data for modeling redemption pressure, estimating pro forma trust distributions, or assessing whether director Foresman is adjusting his position relative to a shareholder vote or closing date. The document contains no claims, projections, or disclosures regarding customers, revenue, market size, business strategy, technology, partnerships, litigation, or personnel changes. Investors tracking TWLV receive only a routine compliance confirmation that this particular director’s beneficial ownership profile remained static on this date, requiring reliance on subsequent filings (e.g., Forms 4, 5, or proxy statements) to gauge insider alignment, upcoming sell pressure, or deal-stage developments.
What changed: SEC Form 3 initial ownership report for director Gregory D. Nelson. Director Gregory D. Nelson reported zero non-derivative transactions and holds no reportable equity positions in Twelve Seas Investment Co III. The filing contains no updates to the $10.19 per-share trust balance, the December 15, 2027 deadline, extension procedures, or target acquisition progress. Why it matters: This routine disclosure confirms the named director has not deployed personal capital into the public vehicle or adjusted any underlying holdings. It leaves the SEARCHING status, redemption window, and sponsor governance structure unaltered. Beyond confirming the absence of insider trading activity, the document contains no statements regarding customer pipelines, projected revenues, market sizing, technological roadmaps, partnership negotiations, leadership transitions, or legal proceedings.
What changed: A Form 3 insider ownership report filed by director Julian Vickers for Twelve Seas Investment Co III/Cayman. The filing records no non-derivative transactions or holdings for Vickers, indicating no alteration in insider equity positions. Consequently, there is no movement in sponsor conduct signaling, no acceleration or delay in deal progress indicators, and no impact on the pre-established SEARCHING status, the documented trust/share amount of $10.19, or the 2027-12-15 deadline. Why it matters: As a routine regulatory compliance exhibit, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive appointments. The sole assertion originates from the reporting person’s formal declaration of zero reported holdings. For investors tracking TWLV, this filing clarifies that management has not adjusted its disclosed capital exposure during the SEARCHING phase, leaving redemption calculations, extension voting math, and target-suitability assessments entirely anchored to the previously publicized $10.19 trust/value metric and the 2027-12-15 expiration window. The absence of reported insider accumulation does not alter the contractual mechanics but provides a baseline reference point for future insider activity disclosures.
What changed: A Form 3 insider ownership report for Twelve Seas Investment Co III/Cayman, filed by Chief Financial Officer Morris Jonathan D. The filing discloses no non-derivative transactions or holdings for the reporting executive. There are no mechanical updates to the redemption schedule or capital structure: the deadline remains December 15, 2027, and the trust value stays at $10.19 per share. No extensions, merger targets, or sponsor actions are referenced. Why it matters: For investors tracking redemption deadlines, trust value, and sponsor conduct, this routine Section 16 filing provides no signals of insider accumulation or open-market support, leaving search parameters and capital backing unchanged. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appointments beyond the reporter’s title. As an initial ownership statement, it merely establishes baseline transparency while the issuer continues its SEARCHING status toward its 2025-12-11 dated filing cycle and the December 15, 2027, deadline.
What changed: SEC Form 3 initial acquisition report for insiders. According to the Form 3, Twelve Seas Sponsor LLC and Chief Executive Officer Elkin Dimitri are listed as reporting persons, each identified in the document as a 10% owner. The filing explicitly states "No non-derivative transactions or holdings reported," indicating zero adjustment to founder equity positions, no new share issuances, and no impact on redemption mechanics, trust account administration, or the company’s outstanding share count. Why it matters: While the document contains no substantive updates regarding the SPAC’s business combination search, combination timeline, revenue forecasts, customer relationships, technology assets, strategic partnerships, personnel changes, or active litigation, it serves as the official regulatory baseline confirming sponsor economic alignment as of the filing date. For investors tracking promoter skin-in-the-game, dilution exposure, and sponsor conduct, an uneventful Form 3 verifies that the original promote structure remains intact and that neither the sponsor nor the CEO executed warrant exercises, secondary transfers, or capital calls requiring initial acquisition disclosure. The filing provides no commercial, operational, or transactional data beyond the stated insider ownership classification and the explicit absence of reported equity movements.
What changed: Amendment No. 4 to Registration Statement on Form S-1 for an initial public offering by a blank check company (SPAC) – a preliminary prospectus seeking to register 15,000,000 units at $10.00 per unit. Compared to prior S-1 filings, this amendment (filed November 21, 2025) updates the prospectus with: (i) unaudited financial statements for the nine months ended September 30, 2025, (ii) an updated management discussion and analysis reflecting the company's cash position ($2,411) and working capital deficit, (iii) expanded risk factors including new sections on tariffs, CFIUS, and Investment Company Act risks, (iv) revised offering mechanics (e.g., no change to trust amount – still $150M, $10.00 per share), (v) updated disclosure on the sponsor's and underwriter's private placement commitments, and (vi) the filing of the amended and restated memorandum and articles of association as Exhibit 3.2. The company remains in searching phase; no business combination target has been selected. Why it matters: This filing is a critical step toward completing the SPAC's IPO. It provides investors with the most current financial condition (going concern emphasis), details the redemption mechanics, dilution, and conflicts of interest. The updated prospectus signals that the IPO is progressing toward effectiveness, which would bring $150 million in trust and a 24-month deadline to find a target. The disclosures also highlight material risks including potential PFIC status, excise tax implications, and the management team's prior SPAC track record (including liquidations and bankruptcies).
What changed: Amendment No. 3 to Form S-1 / preliminary prospectus for a proposed $150,000,000 SPAC initial public offering by Twelve Seas Investment Company III; not a business combination agreement, extension filing, or current trust-status report. This is a pre-effective IPO registration amendment. It updates the prospectus to November 12, 2025, includes unaudited September 30, 2025 financials (cash of $2,411 and a working capital deficit of $286,245), and files the form of underwriting agreement, share rights agreement, registration rights agreement, and independent auditor consent. It does not announce a target, extension, redemption, or liquidation; the company states it has not selected any business combination target and no substantive discussions have been initiated. Why it matters: The filing establishes the IPO and post-IPO mechanics an investor would track: 15,000,000 units at $10.00 per unit, $150,000,000 to be deposited in trust, initially anticipated redemption value of $10.00 per public share, a 24-month post-closing completion window, potential shareholder-vote extension with redemption rights, sponsor/underwriter private placement purchases, a 15% redemption cap if a shareholder vote is used, and substantial sponsor/insider compensation and dilution terms. It indicates TWLV is still in the formation/IPO stage rather than reporting deal progress on an existing public trust.
What changed: Amendment No. 2 to Form S-1 registration statement for the initial public offering of Twelve Seas Investment Company III, a blank-check Cayman Islands exempted company, seeking to raise $150,000,000 through the sale of 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. This pre-effective amendment updates the registration statement with new prospectus language, exhibits including the amended and restated memorandum and articles of association, specimen certificates, legal opinions, and form agreements. Key mechanics: (1) Trust account of $150M ($10.00 per public share); (2) 24-month deadline from closing of the IPO to complete a business combination, with possible shareholder-approved extensions; (3) Public shareholders may redeem at pro rata trust value (including interest, net of taxes) upon completion of a business combination, with a 15% cap on redemptions if a shareholder vote is used; (4) Sponsor paid $0.004 per founder share and will purchase 300,000 private placement units at $10.00 each; underwriter CCM purchases 150,000 private placement units; (5) Founder shares locked up for one year or $12.00 price trigger; private placement units locked up 30 days post-business combination; (6) Sponsor indemnifies trust for third-party claims; (7) Business strategy focuses on non-U.S. targets, especially in Pan-Eurasian region and oil and gas, with no target selected or substantive discussions initiated. Why it matters: This filing launches a new SPAC with an experienced but mixed-track-record management team (Dimitri Elkin, Jonathan Morris). Prior affiliated SPACs experienced high redemptions, liquidations (Quadro, Twelve Seas II, Global Blockchain, TLG), and a bankruptcy (Electriq Power). The $150M trust provides a significant acquisition vehicle, but the 24-month deadline, low sponsor cost basis ($0.004), and potential dilution from anti-dilution rights create typical SPAC risks. The document also details sponsor compensation, conflicts of interest, and lock-up provisions that are material for investors assessing redemption timing and sponsor alignment.
What changed: Amendment No. 1 to Registration Statement on Form S-1 for initial public offering of Twelve Seas Investment Company III, a blank check company seeking to raise $150 million through the sale of 15,000,000 units at $10.00 per unit. Updated audited financial statements as of December 31, 2024 and unaudited interim financial statements for the three months ended March 31, 2025, reflecting $3,705 cash and a working capital deficit of $229,929; updated risk factors including going concern uncertainty, geopolitical risks (Russia-Ukraine, Middle East), and updated disclosure on sponsor's low-cost founder shares ($0.004 per share) and non-managing sponsor investor expressions of interest (amounts and percentages left as blanks); revised use of proceeds table and dilution tables; updated capitalization table showing $122,482 in related party promissory notes; and inclusion of a new accounting policy for segment reporting under ASC 280. Why it matters: This filing brings the registration statement current with the latest financials and is a critical step toward launching the IPO, which will establish a $150 million trust account and begin the 24-month countdown for the SPAC to complete a business combination. The disclosure of sponsor's nominal purchase price for founder shares and potential dilution highlights key investor considerations. The blank placeholders for non-managing sponsor investors indicate that final terms are not yet set, and the updated risk factors underscore the challenges the SPAC faces, including going concern doubts and market volatility. This information is material to investors evaluating the SPAC's prospects and the terms of the offering.
What changed: Registration statement (Form S-1) for a new SPAC initial public offering — Twelve Seas Investment Company III — seeking to raise $150 million by selling 15,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right (to receive one-tenth of a share upon a business combination). The document sets forth the full terms of the offering, trust mechanics, redemption rights, sponsor arrangements, target criteria, risk factors, and financial statements. This is an initial filing; there is no prior registration or public trading. The S-1 inaugurates the IPO process, establishing the trust account ($10.00 per share, with $150 million deposited), a 24-month deadline to complete a business combination (ending approximately December 2027), and detailed governance and conflict-of-interest provisions. It also describes the sponsor's $3.5 million private placement of 350,000 units and the underwriter's over-allotment option. Why it matters: Investors tracking redemption deadlines, trust value, extensions, and sponsor conduct now have the full prospectus for a new SPAC with a management team that has mixed prior SPAC outcomes (one completed deal, several liquidations). The filing specifies that the trust will initially be $10.00 per public share, redemption rights are available upon any business combination or amendment, and the company has 24 months from the IPO closing to complete a deal. Any extension would require a shareholder vote and additional redemption opportunity. The sponsor's founder shares (purchased at ~$0.004) create significant dilution risk. The document also discloses that prior SPACs sponsored by management (Twelve Seas II, Quadro) liquidated, and that one prior deal (Brooge Holdings) and another (Electriq Power via TLG) performed poorly post-combination.
What changed: Amendment No. 1 to a draft Registration Statement on Form S-1 (DRS/A) for a proposed initial public offering by Twelve Seas Investment Company III, a blank-check SPAC. The document is a preliminary prospectus confidentially submitted to the SEC and has not been publicly filed. No material changes to the trust value ($10.00 per unit), redemption mechanics, deadline (24 months from closing), or deal progress. The filing updates the registration statement with current financials (as of December 31, 2024), refines disclosure on the offering structure, sponsor arrangements, non-managing sponsor investors' expressions of interest, risk factors, and dilution tables. The document remains confidential and not yet effective. Why it matters: The filing confirms the SPAC is moving forward with its IPO process, but no business combination target has been selected. For investors, the key takeaways are the sponsor's nominal cost basis ($0.004 per founder share) and the significant dilution to public shareholders at the offering price, the 24-month deadline to complete a deal, and the redemption rights tied to the trust account. The lack of a public filing means no market signal yet.
What changed: Draft Registration Statement (Form S-1) for an initial public offering of Twelve Seas Investment Company III, a blank check company (SPAC) seeking to raise $150 million by offering 15,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. This is a new filing for a proposed IPO; no prior public filings exist. The filing sets initial terms: trust amount $150 million ($10.00 per share), 24-month deadline to complete a business combination, sponsor purchased founder shares at $0.004 per share, and a 24-month completion window. No extensions, redemptions, or deal progress are applicable as the offering is not yet closed. Why it matters: The document details the SPAC's strategy focusing on international companies, particularly in oil and gas and other sectors, with management team background including prior SPACs (Twelve Seas I, Twelve Seas II, Quadro, etc.) that had mixed outcomes (some liquidated, some completed with high redemptions). It also discloses potential conflicts of interest, dilution from founder shares, and risk factors including geopolitical risks from Russia-Ukraine and Middle East conflicts. The document is a preliminary prospectus, material for investors evaluating the IPO.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.