FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Elkin Dimitri		 2. Issuer Name and Ticker or Trading Symbol

Twelve Seas Investment Co. II [ TWLV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

2685 NOTTINGHAM AVENUE		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/6/2023
(Street)

LOS ANGELES, CA 90027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 2/6/2023  C(1)  8625000 (1)A (1)9285000 (2)I See footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)2/6/2023  C (1)    8625000 (1)  (1) (1)Class A Common Stock 8625000  (1)0 I See footnote (3)
Explanation of Responses:
(1) The shares of Class B common stock of the issuer have no expiration date and are convertible into shares of Class A common stock of the issuer on a one-for-one basis. On February 6, 2023, the reporting person elected to convert all of its shares of Class B common stock into shares of Class A common stock.
(2) Includes 660,000 shares underlying units (each unit consisting of one share of Class A common stock and one third of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by Twelve Seas Sponsor II LLC (the "Sponsor"), acquired in connection with the issuer's initial public offering.
(3) Dimitri Elkin, the Chief Executive Officer and a director of the issuer, and Jonathan Morris, the Chief Financial Officer and director of the issuer, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Elkin and Mr. Morris may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Elkin and Mr. Morris disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Elkin Dimitri
2685 NOTTINGHAM AVENUE
LOS ANGELES, CA 90027		XXChief Executive Officer
Morris Jonathan D
2685 NOTTINGHAM AVENUE
LOS ANGELES, CA 90027		XXChief Financial Officer
Twelve Seas Sponsor II LLC
2685 NOTTINGHAM AVENUE
LOS ANGELES, CA 90027
X
Signatures
/s/ Dimitri Elkin, Managing Member of Twelve Seas Sponsor II LLC2/8/2023
**Signature of Reporting PersonDate

/s/ Jonathan Morris, Managing Member of Twelve Seas Sponsor II LLC2/8/2023
**Signature of Reporting PersonDate

/s/ Dimitri Elkin2/8/2023
**Signature of Reporting PersonDate

/s/ Jonathan Morris2/8/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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