Group 1 - The Company, Twelve Seas Investment Company III, will allow holders of its units to separately trade Class A ordinary shares and rights starting January 9, 2026, with trading symbols "TWLV" for shares and "TWLVR" for rights on the Nasdaq Global Market [1] - Units that are not separated will continue to trade under the symbol "TWLVU" on the Nasdaq Global Market [1] Group 2 - Twelve Seas Investment Company III is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, and similar business combinations with various businesses [2] - The Company intends to focus on global companies outside the United States, particularly established profitable enterprises in the oil and gas sector, while also considering U.S.-owned targets by non-U.S. shareholders [2] - The management team includes Dimitri Elkin as CEO and Jonathan Morris as CFO, along with independent directors Julian Vickers, Bob Foresman, Greg Nelson, and Olga Klimova [2]

Group 1 - The Company, Twelve Seas Investment Company III, closed its initial public offering (IPO) of 17,250,000 units, raising gross proceeds of $172,500,000, with the offering priced at $10.00 per unit [1] - The Company's units began trading on NASDAQ under the ticker symbol "TWLVU" on December 12, 2025, with each unit consisting of one Class A ordinary share and one right to receive one tenth of a Class A ordinary share upon the completion of a business combination [2] - The Company is a blank check company formed to pursue mergers and acquisitions, focusing on established profitable enterprises in the oil and gas sector and other industries, primarily targeting global companies outside the United States [3] Group 2 - The management team of the Company includes Dimitri Elkin as CEO and Jonathan Morris as CFO, along with independent directors Julian Vickers, Bob Foresman, Greg Nelson, and Olga Klimova [3] - Cohen & Company Capital Markets acted as the sole book-running manager for the offering, with legal counsel provided by Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP [4]

Company Overview - Twelve Seas Investment Company III is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [2] - The company intends to focus on global companies located outside the United States, particularly established profitable enterprises in the oil and gas sector, while also considering U.S.-owned companies by non-U.S. shareholders [2] Initial Public Offering (IPO) Details - The company announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit, with trading set to begin on December 12, 2025 [1] - Each unit consists of one Class A ordinary share and one right to receive one-tenth (1/10) of a Class A ordinary share upon the completion of the initial business combination [1] - The offering is expected to close on or about December 15, 2025, subject to customary closing conditions [1] Management Team - The management team is led by Dimitri Elkin, Chief Executive Officer, and Jonathan Morris, Chief Financial Officer, with additional independent directors including Julian Vickers, Bob Foresman, Greg Nelson, and Olga Klimova [2] Underwriters and Legal Counsel - Cohen & Company Capital Markets acted as the sole book-running manager for the offering, with legal counsel provided by Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP for the company, and Greenberg Traurig, LLP for the underwriters [3]

As filed with the U.S. Securities and Exchange Commission on November 21, 2025. Registration No. 333-286408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Twelve Seas Investment Company III (Exact name of registrant as specified in its charter) ____________________________ | Cayman Islands | 6770 | 86-2888466 | | --- | --- | --- | | (State or ...

As filed with the U.S. Securities and Exchange Commission on November 12, 2025. Registration No. 333-286408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Twelve Seas Investment Company III (Exact name of registrant as specified in its charter) ____________________________ | Cayman Islands | 6770 | 86-2888466 | | --- | --- | --- | | (State or ...

As filed with the U.S. Securities and Exchange Commission on September 12, 2025. Registration No. 333-286408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________________ Dimitri Elkin Chief Executive Officer 2685 Nottingham Avenue Los Angeles, CA 90027 (917) 361-1177 UNDER THE SECURITIES AC ...

As filed with the U.S. Securities and Exchange Commission on May 27, 2025. Registration No. 333-286408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Twelve Seas Investment Company III (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ____________________________ Dimitri Elkin ...

As filed with the U.S. Securities and Exchange Commission on April 4, 2025. Registration No. 333- [•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Twelve Seas Investment Company III (Exact name of registrant as specified in its charter) ____________________________ | Cayman Islands | 6770 | 86-2888466 | | --- | --- | --- | | (State or other jurisdiction of | ( ...

Financial Performance - For the nine months ended September 30, 2023, the company reported a net income from operations of $1,011,750, which included interest income of $3,134,227 and a loss from the change in the fair value of warrants of $402,811[141]. - As of September 30, 2023, the company had cash held in the trust account amounting to $33,840,860, with interest income of $3,134,227 generated for the nine months ended September 30, 2023[149]. - The company had cash of $278,839 held outside the trust account as of September 30, 2023, intended for operational expenses related to identifying and evaluating target businesses[151]. - As of September 30, 2023, the Company incurred $30,000 in operating costs related to an administrative support agreement, consistent with the previous year[162]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2023[161]. Initial Public Offering - The company completed its initial public offering on March 2, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[133]. - The underwriters exercised their over-allotment option, generating an additional $45 million from the sale of 4.5 million over-allotment units[135]. - Offering costs related to the initial public offering were allocated between common stock and public warrants, with costs for public warrants expensed immediately[169]. Business Combination and Operations - The company plans to use substantially all funds in the trust account to complete its initial business combination, with remaining proceeds allocated for working capital[150]. - The Company has until December 2, 2023, to complete an initial business combination, or it will redeem 100% of outstanding public shares for a pro rata portion of the funds in the trust account[158]. - The company anticipates that its cash outside the trust account may not be sufficient to operate until the end of the Combination Period if no business combination is completed[156]. - Management has expressed substantial doubt about the Company's ability to continue as a going concern due to uncertainty in financing and potential mandatory liquidation[160]. - The Company plans to cease paying monthly fees for administrative support upon the completion of the initial business combination or liquidation[162]. Financial Instruments and Liabilities - The Company has 11,796,667 common stock warrants classified as derivative warrant liabilities, which are measured at fair value and adjusted at each reporting period[167]. - The fair value of public warrants was initially measured using Monte-Carlo simulations and subsequently based on trading price after they commenced trading[167]. - The Company has not made any adjustments to asset or liability carrying amounts in anticipation of potential liquidation after the Combination Period[160]. Future Outlook - The company has focused its search for business combination targets primarily in the Pan-Eurasian region, including Western Europe, Eastern Europe, and the Middle East[132]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the financial statements[172].

Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $832,920, which included interest income of $2,815,113 and a loss from the change in the fair value of warrants of $520,778[140]. - The company had a loss from operations of $882,337 for the six months ended June 30, 2023, primarily due to formation and operating costs[140]. - As of June 30, 2023, the company had cash held in the trust account amounting to $33,221,746, with interest income of $6,257,607 earned from the trust account for the three and six months ended June 30, 2023[138][147]. - As of June 30, 2023, the company had cash of $393,057 held outside the trust account, which may not be sufficient to operate until the end of the Combination Period[156]. - The company has substantial doubt about its ability to continue as a going concern due to uncertainty regarding new financing and mandatory liquidation if an initial business combination does not occur[159]. Initial Public Offering - The company completed its initial public offering on March 2, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[133]. - An additional $45 million was generated from the full exercise of the underwriters' over-allotment option on March 10, 2021[135]. - The company will pay a cash fee of 3.5% of the gross proceeds of its initial public offering ($12,075,000) to an advisor for services related to the initial business combination[163]. Business Combination and Financing - The company plans to use substantially all funds in the trust account to complete its initial business combination, with remaining proceeds allocated for working capital[150]. - A promissory note of up to $900,000 was issued to the sponsor on March 3, 2023, to support the extension of the business combination deadline to December 2, 2023[146]. - The company anticipates needing additional financing to complete its initial business combination or to cover potential redemptions of public shares[154]. - The company redeemed $318,435,861 from the trust account for stockholders who exercised their redemption rights, resulting in 3,208,534 public shares outstanding[137]. Accounting and Financial Reporting - The company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities, as well as income and expenses[164]. - The company is reviewing the impact of the recently issued ASU 2020-06 on its financial statements, effective January 1, 2024[171]. - The company has not experienced any material effects from recently issued accounting pronouncements that are not yet effective[172]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[166]. - The company has issued 11,796,667 common stock warrants, classified as derivative warrant liabilities, which are measured at fair value and subject to re-measurement at each balance sheet date[167]. - The company has not engaged in any off-balance sheet arrangements as of June 30, 2023[160]. Risks and Uncertainties - Various factors, including economic uncertainty and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[173].