Current Report Filing (8-k)
09 Februar 2023 - 10:16PM
Edgar (US Regulatory)
0001819498
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Twelve Seas Investment Co. II
0001819498
2023-02-06
2023-02-06
0001819498
TWLV:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnethirdOfOneRedeemableWarrantMember
2023-02-06
2023-02-06
0001819498
TWLV:ClassCommonStockParValue0.0001PerShareMember
2023-02-06
2023-02-06
0001819498
TWLV:RedeemableWarrantsEachWholeWarrantExercisableForOneMember
2023-02-06
2023-02-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 6, 2023
Twelve Seas Investment Company II
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40123 |
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85-2141273 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
228 Park Avenue S.
Suite 89898
New York, New York
(Address of principal executive offices)
10003-1502
(Zip Code)
Registrant’s telephone number, including
area code: (323) 667-3211
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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☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on
which registered |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant |
|
TWLVU |
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The Nasdaq Stock Market LLC |
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|
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Class A Common Stock, par value $0.0001 per share |
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TWLV |
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The Nasdaq Stock Market LLC |
|
|
|
|
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Redeemable Warrants, each whole warrant exercisable
for one
share of Class A Common Stock for $11.50 per share |
|
TWLVW |
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The Nasdaq Stock Market LLC |
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.
Item 3.02 Unregistered Sales of Equity Securities.
On
February 6, 2023, Twelve Seas Investment Company II (the “Company”) issued an aggregate of 8,625,000 shares of Class A common
stock, par value $0.0001 per share (“Class A Common Stock”) to Twelve Seas Sponsor II LLC, the sponsor of the Company (the
“Sponsor”), upon the conversion of an equal number of shares of Class B common stock, par value $0.0001 per share (“Class
B Common Stock”) held by the Sponsor (the “Conversion”). The 8,625,000 shares of Class A Common Stock issued in connection
with the Conversion are subject to the same restrictions as applied to the shares of Class B Common Stock before the Conversion, including,
among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination
as described in the prospectus for the Company’s initial public offering. Following the Conversion, there are 44,290,000 shares
of Class A Common Stock issued and outstanding and no shares of Class B Common Stock issued and outstanding. As a result of the Conversion,
the Sponsor holds 21.0% of the outstanding shares of Class A Common Stock.
The
issuance of the shares of Class A Common Stock upon the Conversion has not been registered under the Securities Act of 1933, as amended,
in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The
disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.
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.
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TWELVE SEAS INVESTMENT COMPANY II |
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By: |
/s/ Dimitri Elkin |
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Name: |
Dimitri Elkin |
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Title: |
Chief Executive Officer |
Dated: February 9, 2023
2
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