Twelve Seas Investment Company II Announces Termination of its Business Combination Agreement with Crystal Lagoons, Expected Filing of Form 25 and Final Redemption Amount
25 Juni 2024 - 11:23PM
Twelve Seas Investment Company II (the “Company”) today announced
that its previously announced Agreement and Plan of Merger in
connection with its planned business combination with Crystal
Lagoons U.S. Corp., a Delaware corporation (“Original Crystal
Lagoons”) and CL Newco Inc., a Delaware corporation (“New Crystal
Lagoons” and together with Original Crystal Lagoons, “Crystal
Lagoons”) was terminated by Crystal Lagoons due to the conditions
to the closing of the initial business combination not being
satisfied or waived by the outside date of May 31, 2024. The
Company will not seek an alternative business combination.
Additionally, the Company announced today that
(i) the amount paid to its public stockholders was $10.64 per
public share, rather than the previously reported $10.558 per
public share (the “Final Redemption Amount”), (ii) the Company’s
securities were delisted from the over-the-counter market on June
20, 2024 in connection with the payment of the Final Redemption
Amount and (iii) it expects that the Nasdaq Stock Market LLC will
file a Form 25 with the U.S. Securities and Exchange Commission
(the “SEC”) on June 28, 2024. The Company thereafter intends
to file a Form 15 with the SEC to suspend its reporting obligations
under Section 12(g) of the Securities
Exchange Act of 1934, as amended.
About Twelve Seas Investment Company
II
Twelve Seas Investment Company II, a Delaware
corporation, is a blank check company organized for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”). While the
Company could pursue an initial Business Combination target in any
business, industry or geographic location, it focused its search on
global companies located outside the United States, primarily in
the Pan-Eurasian region, including Western Europe, Eastern
Europe and the Middle East. The Company also considered prospective
targets located in the United States, but which are owned by
non-U.S. shareholders, including sovereign wealth funds, family
offices or industrial conglomerates headquartered in the
Pan-Eurasian region.
Contact:
Dimitri ElkinTwelve Seas Investment Company
IIdelkin@twelveseascapital.com
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