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):
June 13, 2019
Twelve
Seas Investment Company
(Exact
name of registrant as specified in its charter)
Cayman
Islands
|
|
001-38540
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82-3667722
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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135
E. 57th St., 18th Floor
New
York, New York 10022
(Address
of principal executive offices, including Zip Code)
(917)
208-6200
(Registrant’s
telephone number, including area code)
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)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbols
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Name
of Each Exchange on Which Registered
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Units,
each consisting of one Ordinary Share, one Right and one Warrant
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|
BROGU
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The NASDAQ Stock
Market LLC
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Ordinary
Shares, par value $0.0001 per share
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BROG
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The NASDAQ Stock
Market LLC
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Rights,
exchangeable into one-tenth of one Ordinary Share
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BROGR
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The NASDAQ Stock
Market LLC
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Warrants,
each exercisable for one Ordinary Share for $11.50 per share
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BROGW
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The NASDAQ Stock
Market LLC
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ADDITIONAL
INFORMATION
Brooge
Holdings Limited, a Cayman Islands exempted company (“
Pubco
”), intends to file with the Securities and Exchange
Commission (the “
SEC
”) a registration statement on Form F-4 (as amended, the “
Registration Statement
”),
which will include a preliminary proxy statement of Twelve Seas Investment Company, a Cayman Islands exempted company (“
Twelve
Seas
”), and a prospectus in connection with the proposed business combination transaction (the “
Business Combination
”)
involving Twelve Seas, Pubco and Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah
Free Zone, UAE (“
BPGIC
”). The definitive proxy statement and other relevant documents will be mailed to shareholders
of Twelve Seas as of a record date to be established for voting on the Business Combination. Shareholders of Twelve Seas and other
interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive
proxy statement in connection with Twelve Seas’ solicitation of proxies for the special meeting to be held to approve the
Business Combination because these documents will contain important information about Twelve Seas, BPGIC, Pubco and the Business
Combination, including the Merger (as defined below) which will result in the current security holders of Twelve Seas becoming
security holders of Pubco. Shareholders will also be able to obtain copies of the Registration Statement and the related proxy
statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to Twelve
Seas by contacting its Chief Financial Officer, Stephen N. Cannon, c/o Twelve Seas Investment Company, 135 East 57
th
Street, 18th Floor, New York, New York 10022, at (650) 560-4753 or at info@twelveseascapital.com.
DISCLAIMER
This
report and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
PARTICIPANTS
IN THE BUSINESS COMBINATION
Twelve
Seas, Pubco, BPGIC and their respective directors, executive officers, other members of management and employees, under SEC rules,
may be deemed to be participants in the solicitation of proxies from the shareholders of Twelve Seas in connection with the Business
Combination. Shareholders of Twelve Seas and other interested persons may obtain more information regarding the names and interests
in the proposed transaction of Twelve Seas’ directors and officers in Twelve Seas’ filings with the SEC, including
Twelve Seas’ annual report on Form 10-K for the year-ended December 31, 2018, which was filed with the SEC on March 29,
2019. Additional information regarding the interests of such potential participants will also be included in the Registration
Statement of Pubco on Form F-4 (and will be included in the related definitive proxy statement/prospectus) and other relevant
documents when they are filed with the SEC.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, that involve risks and uncertainties concerning the Business Combination, BPGIC’s
and Pubco’s expected financial performance, as well as their strategic and operational plans. The actual results may differ
materially from its expectations, estimates and projections due to a number of risks and uncertainties and, consequently, you
should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Business Combination Agreement by and between Twelve Seas, Pubco, Brooge Merger
Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, BPGIC and the holders of BPGIC’s
outstanding capital shares that become parties thereto (the “
Business Combination Agreement
”); (2) the outcome
of any legal proceedings that may be instituted against Twelve Seas, BPGIC or others following announcement of the Business Combination
Agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Business
Combination Agreement due to the failure to obtain approval of the shareholders of Twelve Seas; (4) the inability to complete
the transactions contemplated by the Business Combination Agreement due to the failure to obtain consents and approvals of BPGIC’s
shareholders and investors or other relevant third parties; (5) delays in obtaining, adverse conditions contained in, or the inability
to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement;
(6) delays in satisfying in a timely manner the other conditions contained in the Business Combination Agreement; (7) the risk
that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions
described herein; (8) the inability to recognize the anticipated benefits of the Business Combination; (9) the ability to obtain
or maintain the listing of Pubco’s securities on NASDAQ following the Business Combination, including having the requisite
number of shareholders; (10) costs related to the Business Combination; (11) changes in applicable laws or regulations; (12) the
possibility that BPGIC may be adversely affected by other economic, business, and/or competitive factors; and (13) other risks
and uncertainties indicated from time to time in filings with the SEC by Twelve Seas or Pubco. Readers are referred to the most
recent reports filed with the SEC by Twelve Seas. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise.
Item
7.01 Regulation FD
Furnished
as Exhibit 99.1 is a copy of an investor presentation, dated June 2019, to be used by Twelve Seas in connection with the transactions
contemplated by the Business Combination Agreement.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
June 13, 2019
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Twelve
Seas Investment Company
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By:
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/s/ Stephen
N. Cannon
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Stephen
N. Cannon
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Chief
Financial Officer
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3
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