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): November 12, 2019
Twelve
Seas Investment Company
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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|
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 “), filed with the Securities and Exchange Commission
(the ” SEC”) a registration statement on Form F-4 (File No. 333-233964) on September 27, 2019 (as amended,
the ” Registration Statement “), which included 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, Brooge Petroleum And Gas
Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (” BPGIC “) and Brooge
Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the laws of England and Wales (“Seller”).
Following the effectiveness of the Registration Statement, Twelve Seas will mail a definitive proxy statement and other relevant
documents to its shareholders as of November 15, 2019, the record date established for voting on the Business Combination. Shareholders
of Twelve Seas and other interested persons are advised to read, the preliminary proxy statement, and amendments thereto, and
the definitive proxy statement, when available, in connection with Twelve Seas’ solicitation of proxies for the special
meeting to be held to approve the Business Combination because these documents contain and will contain important information
about Twelve Seas, BPGIC, Pubco, Seller and the Business Combination, including the merger of Twelve Seas with a wholly-owned
subsidiary of Pubco 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 57th Street, 18th Floor, New York, New York
10022, 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, or pursuant to an exemption from registration requirements.
PARTICIPANTS
IN THE BUSINESS COMBINATION
Twelve
Seas, Pubco, BPGIC, Seller 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 in the Registration Statement and in the preliminary proxy statement of Twelve Seas which was filed with
the SEC on September 27, 2019 (as amended, the “Preliminary Proxy Statement”) and in the definitive proxy statement,
final 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 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) BPGIC’s ability to obtain additional land on which it
can develop additional facilities on commercially attractive terms, including its ability to enter into a final lease agreement
for the plot of land in the part of Fujairah where BPGIC currently plans to locate its Phase III facilities; (2) the loss of any
end-users; (3) 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 Seller (the “Business Combination Agreement”); (4) the outcome of any legal
proceedings that may be instituted against Twelve Seas, BPGIC, Pubco or others following announcement of the Business Combination
Agreement and the transactions contemplated therein; (5) 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; (6) 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; (7) 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;
(8) delays in satisfying in a timely manner the other conditions contained in the Business Combination Agreement; (9) the risk
that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions
described herein; (10) the inability to recognize the anticipated benefits of the Business Combination; (11) 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; (12) costs related to the Business Combination; (13) changes in applicable laws or regulations; (14) the
possibility that BPGIC may be adversely affected by other economic, business, and/or competitive factors; and (15) 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 and Pubco. 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.
FOR
INVESTOR AND MEDIA INQUIRIES, PLEASE CONTACT:
Investor
Relations
The
Equity Group Inc.
Fred
Buonocore – (212) 836-9607 / fbuonocore@equityny.com
Mike
Gaudreau – (212) 836-9620 / mg@equityny.com
Twelve
Seas Investment Company
Stephen
N. Cannon, Chief Financial Officer
Email:
info@twelveseascapital.com
Item
8.01 Other Events.
On
November 12, 2019, Twelve Seas issued a press release announcing that it has set a record date of November 15, 2019, to determine
the shareholders eligible to vote their shares of Twelve Seas at the extraordinary general meeting of shareholders of Twelve Seas
relating to Twelve Seas’ previously announced Business Combination. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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:
November 12, 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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