Filed 2026-03-31 · Period ending 2025-12-31 · 56,235 words · SEC EDGAR
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# Twelve Seas Investment Co III/Cayman (TWLV) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-036676
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2052243/000121390026036676/)
**Origin leaf:** 855f83f7d9ad8b12c79ffceb5a4ecaffb13a0e6ddc521a18b7574575d30a48fb
**Words:** 56,235
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**
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM 10-K**
(Mark One)
**ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the fiscal year ended December 31, 2025**
****
or
**TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the transition period from
to **
**Commission file number: 001-43011**
****
**Twelve Seas Investment Company III**
**(Exact name of registrant as specified in its
charter)**
****
| Cayman Islands | | 86-2888466 | |
| (Stateorotherjurisdictionof
incorporationororganization) | | (I.R.S.Employer IdentificationNo.) | |
****
| 2685 Nottingham Avenue Los Angeles, CA | | 90027 | |
| (Addressofprincipalexecutiveoffices) | | (ZipCode) | |
****
**Registrants telephone number, including
area code: (917) 361-1177**
**Securities registered pursuant to Section12(b) of the Act:**
****
| Titleofeachclass | | Trading Symbol(s) | | Nameofeachexchangeon whichregistered | |
| Units, each consisting of one Class A Ordinary Share and one Right | | TWLVU | | The Nasdaq Stock Market LLC | |
| | | | | | |
| Class A Ordinary Shares, par value $0.0001 per share | | TWLV | | The Nasdaq Stock Market LLC | |
| | | | | | |
| Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share | | TWLVR | | The Nasdaq Stock Market LLC | |
**Securities registered pursuant to Section12(g)
of the Act: None**
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo
Indicate by check mark if the registrant is not
required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo
Indicate by check mark whether the registrant
(1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days.YesNo
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act.
| Largeacceleratedfiler | | | | Acceleratedfiler | | | |
| Non-accelerated filer | | | | Smallerreportingcompany | | | |
| 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 Section13(a) of the Exchange Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).YesNo
The registrants securities were not listed
on any exchange and had no value as of the last business day of the second fiscal quarter of 2025. The registrants Units begin
trading on the Global Market tier of The Nasdaq Stock Market LLC on December 12, 2025 and
the registrants Class A Ordinary Shares and Rights began trading on the Global Market tier of The Nasdaq Stock Market LLC on January
9, 2026. Accordingly, there was no market value for the registrants common equity as of the last business day of the second
fiscal quarter of 2025. The aggregate market value of the registrants outstanding Units, other than Units held by persons who may
be deemed affiliates of the registrant, computed by reference to the closing price for the Units on December 31, 2025, as reported on
the Global Market tier of The Nasdaq Stock Market LLC, was $173,577,750.
As of March 30, 2026, there were 17,745,000
Class A Ordinary Shares, par value $0.0001 per share, and 5,692,500 ClassB Ordinary
Shares, par value $0.0001 per share, of the registrant issued and outstanding.
**Twelve Seas Investment Company III**
**FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2025**
****
**TABLE OF CONTENTS**
|
|
PAGE | |
|
PART I |
|
1 | |
|
Item 1. |
Business. |
1 | |
|
Item 1A. |
Risk Factors. |
22 | |
|
Item 1B. |
Unresolved Staff Comments. |
32 | |
|
Item 1C. |
Cybersecurity. |
32 | |
|
Item 2. |
Properties. |
32 | |
|
Item 3. |
Legal Proceedings. |
32 | |
|
Item 4. |
Mine Safety Disclosures. |
32 | |
|
|
|
| |
|
PART II |
33 | |
|
Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
33 | |
|
Item 6. |
[Reserved] |
34 | |
|
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
34 | |
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
39 | |
|
Item 8. |
Financial Statements and Supplementary Data. |
39 | |
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
39 | |
|
Item 9A. |
Controls and Procedures. |
39 | |
|
Item 9B. |
Other Information. |
39 | |
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
39 | |
|
|
|
| |
|
PART III |
40 | |
|
Item 10. |
Directors, Executive Officers and Corporate Governance. |
40 | |
|
Item 11. |
Executive Compensation. |
44 | |
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
45 | |
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
46 | |
|
Item 14. |
Principal Accountant Fees and Services. |
49 | |
|
|
|
| |
|
PART IV |
50 | |
|
Item 15. |
Exhibit and Financial Statement Schedules. |
50 | |
|
Item 16. |
Form 10-K Summary. |
50 | |
|
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|
| |
|
SIGNATURES |
|
52 | |
i
**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Report (as defined below),
including, without limitation, statements under Part II, Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations, includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined
below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking
terminology, including the words believe, estimate, anticipate, expect, intend,
plan, may, will, potential, project, predict, continue,
should, could or would or, in each case, their negative or other variations or comparable terminology.
There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited
to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other
statements that are not statements of current or historical facts. We have based these forward-looking statements on our Managements
(as defined below) current expectations and projections about future events, as well as assumptions made by, and information currently
available to our Management, but actual results may differ materially due to various factors, including, but not limited to:
|
| our
ability to our ability to select an appropriate target business or businesses; |
|
|
| |
|
|
| the
pool of prospective target businesses; |
|
|
| our
ability to complete our initial Business Combination; |
|
|
| our
expectations regarding the potential performance of the prospective target business or businesses; |
|
|
| our
success in retaining or recruiting our officers, key employees or directors following our initial Business Combination; |
|
|
| our
officers and directors ability to allocate sufficient time to reviewing and considering our initial Business Combination, including
considerations related to potential conflicts of interest; |
|
|
| the
potential issues associated with entering into a Business Combination agreement withan acquisition target that subsequently
declines in value or is unprofitable; |
|
|
| our
potential ability to obtain additional financing to complete our initial Business Combination, if needed; |
|
|
| | | |
|
| | the ability of our Management Team
(as defined below) to generate and execute on potential acquisition opportunities that will generate value for our shareholders; | |
|
| our
public securities potential liquidity and trading; |
|
|
| our
ability to use proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account
balance; |
|
|
| our
Trust Account potentially being subject to claims of third parties; |
|
|
| the
value of the Founder Shares (as defined below) following completion of our initial Business Combination likely being substantially higher
than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially
less than theRedemption Price (as defined below); |
|
|
| the
impact on the amount held in the Trust Account, our capitalization, principal shareholders and other effects on our Company (as defined
below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations
and stock exchange rules; |
|
|
| our
financial performance; or |
|
|
| the
other risks and uncertainties discussed in Item 1A. Risk Factors below. |
|
ii
The forward-looking statements
contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
Unless otherwise stated in
this Report, or the context otherwise requires, references to:
|
| Administrative
Services Agreement are to the Administrative Services Agreement, dated December 11, 2025, which we entered into with an affiliate
of our Sponsor (as defined below); |
|
|
| Amended
and Restated Articles are to our Amended and Restated Memorandum and Articles of Association, as currently
in effect; |
|
|
| ASC
are to the FASB (as defined below) Accounting Standards Codification; |
|
|
| Audit
Committee are to the audit committee of our Board of Directors (as defined below); |
|
|
| Board
of Directors or Board are to our board of directors; |
|
|
| Business
Combination are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses; |
|
|
| Certifying
Officers are to our Chief Executive Officer and Chief Financial Officer, together; |
|
|
| Class
A Ordinary Shares are to our Class A ordinary shares, par value $0.0001 per share; |
|
|
| Class
B Ordinary Shares are to our Class B ordinary shares, par value $0.0001 per share; |
|
|
| Clawback
Policy are to our Executive Compensation Clawback Policy, adopted as of December 11, 2025; |
|
|
| Code
of Ethics are to the Code of Business Conduct and Ethics we have adopted, which is applicable to our directors, officers and employees; |
|
|
| CCM
are to the Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC; |
|
|
| Combination
Period are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to December 15, 2027,
that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business
Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock
exchange rules; |
|
|
| Companies
Act are to the Companies Act (As Revised) of the Cayman Islands, asmay be amended from time to time; |
|
|
| Company,
our, we, or us are to Twelve Seas Investment Company III, a Cayman Islands exempted company; |
|
|
| Compensation
Committee are to the compensation committee of our Board of Directors; |
|
|
| Continental
are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and rights agent of our Rights (as defined below); |
|
iii
|
| Deferred Fee
are to the additional aggregate fee of 4.0% of the gross proceeds of the Initial Public Offering (equal to $6,900,000) to which the
Underwriters (as defined below) are entitled that is payable only upon our completion of the initial Business
Combination; |
|
|
| DWAC
System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; |
|
|
| Exchange
Act are to the Securities Exchange Act of 1934, as amended; |
|
|
| Excise
Tax are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain
U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation
Reduction Act of 2022; |
|
|
| FASB
are to the Financial Accounting Standards Board; |
|
|
| FINRA
are to the Financial Industry Regulatory Authority; |
|
|
| Founder
Shares are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii)
Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business
Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as
described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be Public Shares
(as defined below); |
|
|
| GAAP
are to the accounting principles generally accepted in the United States of America; |
|
|
| |
|
|
| IFRS
are to the International Financial Reporting Standards, as issued by the International Accounting
Standards Board; |
|
|
| Initial
Public Offering or IPO are to the initial public offering that we consummated on December 15, 2025; |
|
|
| Insider
Trading Policy are to the insider trading policies and procedures we have adopted; |
|
|
| Investment
Company Act are to the Investment Company Act of 1940, as amended; |
|
|
| IPO
Promissory Note are to that certain unsecured promissory note in the principal amount of
up to $300,000 issued to our Sponsor on December 4, 2024; |
|
|
| IPO
Registration Statement are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on April
7, 2025, as amended, and declared effective on December 11, 2025 (File No. 333-286408); |
|
|
| JOBS
Act are to the Jumpstart Our Business Startups Act of 2012; |
|
|
| Letter
Agreement are to the Letter Agreement, dated December 11, 2025, which we entered into with our Sponsor and our directors and officers; |
|
|
| Management
or our Management Team are to our executive officers and non-independent directors; |
|
|
| Nasdaq
are to The Nasdaq Stock Market LLC; |
|
|
| Nasdaq
36-Month Requirement are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must
complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
|
|
| Nasdaq
Rules are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
|
iv
|
| Option
Units are to the 2,250,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option
(as defined below); |
|
|
| Ordinary
Resolution are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing
by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies
Act from time to time); |
|
|
| Ordinary
Shares are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
|
|
| Over-Allotment
Option are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000 Option Units to cover over-allotments,
if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
|
|
| PCAOB
are to the Public Company Accounting Oversight Board (United States); |
|
|
| Private
Placement are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing
of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
|
|
| Private
Placement Rights are to the rights included within the Private Placement Units purchased by our Sponsor and CCM in the Private
Placement; |
|
|
| Private
Placement Shares are to the Class A Ordinary Shares included within the Private Placement Units (as defined below) purchased by
our Sponsor and CCM in the Private Placement; |
|
|
| Private
Placement Units are to the units issued to our Sponsor and CCM in the Private Placement; |
|
|
| Private
Placement Units Purchase Agreements are to the (i) Private Placement Units Purchase Agreement, dated December 11, 2025, which
we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated December 11, 2025, which we entered into
with CCM, together; |
|
|
| Promissory
Note are to that certain unsecured promissory note in the principal amount of up to $300,000
issued to Twelve Seas Sponsor LLC on December 4, 2024; |
|
|
| Public
Rights are to the rights sold as part of the Public Units (as defined below), which grant the holder the right to receive one-tenth
(1/10) of one Class A Ordinary Share upon the consummation of the Business Combination; |
|
|
| Public
Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or
the members of our Management Team purchase Public Shares, provided that our Sponsors and each member of our Management Teams
status as a Public Shareholder will only exist with respect to such Public Shares; |
|
|
| Public
Shares are to the Class A Ordinary Shares sold as part of the Public Unitsin
our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
|
|
| Public
Units are to the units sold in our Initial Public Offering, which consist of one Public Share and one Public Right; |
|
|
| Redemption
Price are to the pro rata redemption price in
any redemption we expect to pay, which was approximately $10.01 per Public Share as of December 31, 2025 (before taxes payable, if any); |
|
|
| Registration
Rights Agreement are to the Registration Rights Agreement, dated December 11, 2025, which we entered into with the Sponsor and
the other holders party thereto; |
|
|
| Report
are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; |
|
v
|
| Rights
are to the Private Placement Rights and the Public Rights, together; |
|
|
| Rights
Agreement are to the Rights Agreement, dated December
11, 2025, which we entered into with Continental, as Rights agent; |
|
|
| Sarbanes-OxleyAct
are to the Sarbanes-OxleyAct of 2002, as amended; |
|
|
| SEC
are to the U.S. Securities and Exchange Commission; |
|
|
| SEC
Clawback Rule are to Rule 10D-1 under the Exchange Act; |
|
|
| Securities
Act are to the Securities Act of 1933, as amended; |
|
|
| SPAC
are to a special purpose acquisition company; |
|
|
| Special
Resolution are to a resolution ofour Company passed by at least a two-thirds (2/3) majority of the votes cast by such
shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company
of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved
in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under
the Companies Act from time to time); |
|
|
| Sponsor
are to Twelve Seas Sponsor LLC,
a Delaware limited liability company; |
|
|
| Trust
Account are to the U.S.-based trust account in which an amount of $172,500,000 from the net proceeds of the sale of the Public
Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing
of the Initial Public Offering; |
|
|
| Trust
Agreement are to the Investment Management Trust Agreement, dated December 11, 2025, which we entered into with Continental,
as trustee of the Trust Account; |
|
|
| Underwriters
are to the several underwriters of the Initial Public Offering; |
|
|
| Underwriting
Agreement are to the Underwriting Agreement, dated December 11, 2025, which we entered
into with CCM, as representative of the Underwriters; |
|
|
| Units are to the units sold in our Initial Public
Offering, which consist of one Public Share and one Public Right, the Private Placement Units and the Public Units, together; |
|
|
| | | |
|
| Withum
are to WithumSmith+Brown, PC, our independent registered public accounting firm; and |
|
|
| Working
Capital Loans are to funds that, in order to provide working capital or finance transaction
costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers
may, but are not obligated to, loan us. |
|
vi
**PART I**
**Item
1. Business.**
****
**Overview**
We
are a blank check company incorporated on August 14, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. While we may pursue an initial business combination target in any business, industry or geographic location, we intend
to focus our search on global companies located outside the United States, with an emphasis on established profitable enterprises in oil
and gas and other sectors which our management team believes to be proven. We will also consider prospective targets located in the United
States, but which are owned by non-U.S. shareholders, including sovereign wealth funds, family offices, international entrepreneurs or
global industrial conglomerates. Our Management Team has a track record of creating value for shareholders by acquiring attractive businesses
at disciplined valuations, investing in growth while fostering financial discipline and ultimately improving financial results. To date,
our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching
for and consummating a Business Combination. As of the date of this Report, we have not selected any specific Business Combination target.
We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our
initial Business Combination.
**Initial Public Offering**
Our IPO Registration Statement
became effective on December 11, 2025. On December 15, 2025, we consummated our Initial Public Offering of 17,250,000 Public Units, including
2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share
and one Public Right to receive one-tenth (1/10) of one ClassA Ordinary Share upon consummation of our initial Business Combination.
The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $172,500,00.
Simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate
of 495,000 Private Placement Units to our Sponsor and CCM in the Private Placement at a purchase price of $10.00 per Private Placement
Unit, generating gross proceeds to our Company of $4,950,000. Of those 495,000 Private Placement Units, the Sponsor purchased 300,000
Private Placement Units and CCM purchased 195,000 Private Placement Units. The Private Placement Units (and underlying securities) are
identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
A total of $172,500,000, comprised
of $168,975,000 of the proceeds from the Initial Public Offering and $3,525,000 of the proceeds from the Private Placement, was placed
in the Trust Account maintained by Continental, acting as trustee.
It is the job of our Sponsor
and Management Team to complete our initial Business Combination. Our Management Team is led by Dimitri Elkin, our Chief Executive Officer,
and Jonathan Morris, our Chief Financial Officer, who have many years of experience in SPACs, investment and finance. We must complete
our initial Business Combination by (i) December 15, 2027, the end of our Combination Period, which is 24 months from the closing of our
Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may
approve pursuant to the Amended and Restated Articles. If our initial Business Combination is not consummated by the end of our Combination
Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.
We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.
Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem
all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in
our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules
currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.
If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq.
Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a
change to our Management Team.
1
**Non-U.S. Geographic
Opportunity**
****
While
we may acquire a business in any industry and in any geographic location, our focus will be on international companies located, including
in the Pan-Eurasianregion and Africa. We will also consider prospective targets located in the United States, but which are potentially
owned by sovereign wealth funds, family offices or industrial conglomerates headquartered in the Pan-Eurasianregion. We believe
that specializing in international opportunities will provide us with a competitive advantage over other U.S.-listedSPACs and will
enable us to identify an attractive business combination candidate that will thrive as a publicly traded company.
For
many international companies, we believe there are a number of advantages that come with a public listing in the United States. U.S. equity
markets provide access to the most robust and liquid capital markets and a broad, high quality investor base including top tier institutional
and retail investors. International companies can also benefit through strong corporate governance as well as the globally recognized
prestige of a U.S. public listing. International companies with exposure to the U.S. or plans to expand into the U.S. can benefit from
a U.S. public listing in order to gain visibility and credibility with their American customers and partners. According to E&Y, since
2023, approximately 52% of IPOs on U.S. exchanges have been from foreign-domiciledissuers, a 20-yearhigh.
SPACs
also continue to be an attractive and viable alternative for a foreign-domiciledcompany to attain a U.S. listing. Of the one hundred
most recently completed SPAC mergers as of December 31, 2024, over 40% involved foreign targets.
Over
the past five years non-U.S. targets have become an important component of the U.S. SPAC market. We believe a SPAC merger can offer more
advantages than the traditional IPO process for companies domiciled outside the United States. Such advantages include more certainty
over valuation and timing of listing, structural flexibility to providing earnouts, different classes of stock and other incentives to
the selling shareholder, and the ability to structure a transaction that includes a merger of two or more companies. Going forward, we
believe that international targets will continue be an attractive source of potential SPAC targets. We believe that that our management
team is well positioned to assess such risks and to organize a successful merger with a non-U.S. target given its prior experience managing
the challenges and risks of listing a foreign company in the U.S. markets.
In
fact, the focus on international companies has been our strategy since the listing of certain of our management teams first SPAC, Twelve
Seas Investment Company, in 2018. At the time, the SPAC structure was relatively unknown outside of the U.S., and the number of SPACs
merging with non-U.S. companies was relatively small with less than 20% of SPAC mergers closing with a non-UStarget in 2018. Such
non-U.S. focus was a novel idea that had to be tested, and we believe it was successfully validated by Twelve Seas Is merger with an
UAE based company.
We
believe that the non-U.S. opportunity for a U.S.-listedSPAC such as ours will continue to broaden as SPACs gain even greater acceptance
by potential targets and investors alike.
We
intend to pursue a strategy of looking for companies outside of the United States. We believe that our Pan-Eurasianstrategy as well
as our extensive experience with international markets will differentiate our team.
**Prior SPAC Experience
of Our Management Team and Board of Directors**
****
We
believe that the extensive cross-border investment experience of our Management Team will allow us to identify attractive foreign
companies suitable for an initial business combination with us. The members of our Board of Directors, including our independent
directors which include Julian Vickers, Bob Foresman, Greg Nelson and Olga Klimova, have equally deep experience in investing
internationally. We are confident that our Management Teams global investment experience and understanding of the business,
cultural and economic distinctions across the diverse target geographies will allow us to identify strong merger candidates and to
successfully complete an initial Business Combination with a high-quality acquisition target. See Part III, Item 10.
Directors, Executive Officers and Corporate Governance for a more complete description of our Management Teams
and directors experience.
Dimitri
Elkin, our Chief Executive Officer, previously served as the Chief Executive Officer of Twelve Seas Investment Company II, which liquidated
and returned funds held in trust to its shareholders in June 2024, Quadro Acquisition One Corp., which liquidated and returned funds held
in trust to its shareholders in May 2024 and Twelve Seas Investment Company, or Twelve Seas I, which completed its initial business combination
with Brooge Holdings, an oil storage company located in the United Arab Emirates (Brooge Holdings). Twelve Seas I completed
its initial public offering in June 2018, raising $207,000,000. In December 2019, with no extensions, Twelve Seas I completed its initial
business combination with Brooge Holdings in a transaction valued at approximately $1.0 billion. A total of 82.1% of Twelve Seas Is public
shares were redeemed in its initial business combination. Brooge Holdings later changed its name to Brooge Energy Ltd (OTC: BROGF). As
of December10, 2025, its closing price was $6.30 per share. Mr. Elkin also served as Chief Executive Officer of Ruslan Acquisition
Corp., which liquidated and returned funds held in trust to its shareholders in 2009.
2
Jonathan
Morris, our Chief Financial Officer, served until April 2025 as the Chief Financial Officer of Global Blockchain Acquisition Corp. (Nasdaq:
GBBK), a blank check company which went public in May 2022, raising $172,500,000. In April 2025, it announced that it would cease its operations
and return funds held in trust to its public shareholders following several extension votes in which 96% of GBBKs public shares were
redeemed. He is Chief Financial Officer of ESH Acquisition Corp. (Nasdaq: ESHA; ESH), a blank check company which went public
in June 2023, raising $115,000,000, which is currently searching for an initial business combination. He previously served as the Chief Financial
Officer of Twelve Seas Investment Company II, which liquidated and returned funds held in trust to its shareholders in June 2024, as well
as the Chief Development Officer of TLG Acquisition One Corp. (TLG), which, following three extension votes, completed an
initial business combination with Electriq Power, a provider of intelligent energy storage and management for homes and small businesses,
in August 2023. A total of 99.5% of TLGs public shares, were redeemed during the course of its existence. The combined company filed
for Chapter 7 bankruptcy in May 2024. Mr. Morris also served as a Director of Quadro Acquisition One Corp., which liquidated and returned
funds held in trust to its shareholders in May 2024.
Bob
Foresman, one of our directors, currently serves as a Director of Centurion Acquisition Corp. (Nasdaq: ALF), a blank check company which
went public in June 2024, raising $287,500,000, which is currently searching for an initial business combination. From November 2021 until
January 2023, he served as a Director of Ascendant Digital Acquisition Corp. III., which liquidated and returned funds held in trust to
its shareholders in February 2023. From July 2020 until July 2021 he served as a Director of Ascendant Digital Acquisition Corp., which
completed an initial business combination in July 2021 with Beacon Street Group LLC, a digital subscription services platform and is currently
named MarketWise Inc. (NASDAQ:MKTW). As of December10, 2025, its closing price was $16.23 per share. A total of 93.6%
of Ascendant Digital Acquisition Corps public shares, were redeemed in its initial business combination; there were no extension votes.
From 2007 until 2009, Mr. Foresman served as a Director of Global Consumer Acquisition Corporation, resigning prior to its initial business
combination.
Gregory
Nelson, one of our directors, served as a Director of Quadro Acquisition One Corp., which liquidated and returned funds held in trust
to its shareholders in May 2024.
Members
of our Management Team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their
time as they, in the exercise of their respective business judgement, deem necessary to our affairs until we have completed our initial
Business Combination. The amount of time that any member of our Management Team will devote in any time period will vary based on whether
a target business has been selected for our initial Management Team and the current stage of the Business Combination process. We do not
have an employment agreement with any member of our Management Team.
We
believe our Management Teams operating and transaction experience and relationships with companies will provide us with a substantial
number of potential Business Combination targets. Over the course of their careers, the members of our Management Team have developed
a broad network of contacts and corporate relationships in the Pan-Eurasianregion that comprises Western Europe, Eastern Europe,
Southeast Asia and the Middle East. This network has grown through the activities of our Management Team sourcing, acquiring and financing
businesses, our Management Teams relationships with sellers, financing sources and target management teams and the experience of
our Management Team in executing transactions under varying economic and financial market conditions.
Past performance of our
Management Team does not guarantee either (i) success with respect to any Business Combination we may consummate or (ii) that we will
be able to identify a suitable candidate for our initial Business Combination. You should not rely on the historical performance record
of our Management Team as indicative of our future performance. Further, in recent years, a number of target businesses have underperformed
financially post-Business Combination, as occurred with Brooge Holdings, Electriq Power and MarketWise. Additionally, in the course of
their respective careers, members of our Management Team have been involved in businesses and deals that were unsuccessful.
****
3
****
**Our Sponsor**
Our
Sponsor is a Delaware limited liability company, which was formed on July 18, 2024 to invest in our Company. Although our Sponsor is permitted
to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsors business
is focused on investing in our Company. Dimitri Elkin, currently our director and Chief Executive Officer, is the managing member of Twelve
Seas Holdings LLC, the managing member of our Sponsor, and he holds voting and investment discretion with respect to our securities held
of record by the Sponsor.
Because our Sponsor acquired the Founder Shares at a nominal price
of $0.004 per share, our Public Shareholders will incur immediate and material dilution upon the closing of the Initial Public Offering.
Further, the Class A Ordinary Shares issuable in connection with the conversion of the Founder Shares may result in material dilution
to our Public Shareholders due to the anti-dilutionrights of our Founder Shares that may result in an issuance of Class A Ordinary
Shares on a greater than one-for-onebasis upon conversion. Additionally, our Public Shareholders may experience dilution from the
conversion of the 495,000 Private Placement Rights into 49,500 Class A Ordinary Shares and experience material dilution if the $1,500,000
in Working Capital Loans is fully advanced by the Sponsor and the Sponsor elects to convert the Working Capital Loans into Private Placement
Units at $10.00 per unit, resulting in the Sponsor receiving an additional 150,000 Private Placement Units consisting of an aggregate
of 150,000 Private Placement Shares and 150,000 Private Placement Rights convertible into 15,000 Class A Ordinary Shares.
The
Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination, or at any time
prior thereto at the option of the holder thereof, on a one-for-onebasis, subject to adjustment as provided herein. In the case
that additional Class A Ordinary Shares, or equity-linkedsecurities, are issued or deemed issued in excess of the amounts sold in
the Initial Public Offering and related to the closing of our initial Business Combination, the ratio at which Class B Ordinary Shares
shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares
agree to waive such anti-dilutionadjustment with respect to any such issuance or deemed issuance) so that the number of Class A
Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-convertedbasis, 25%
of the total number of all Ordinary Shares outstanding upon completion of the Initial Public Offering, plus all Class A Ordinary Shares
and equity-linkedsecurities issued or deemed issued in connection with our initial Business Combination (excluding any shares or
equity-linkedsecurities issued, or to be issued, to any seller in the initial Business Combination or any units issued to our Sponsor
or its affiliates upon conversion of any Working Capital Loans made to us). Our Public Shareholders may incur material dilution due to
such anti-dilutionadjustments that result in the issuance of Class A Ordinary Shares on a greater than one-for-onebasis upon
conversion.
If
we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution. This
dilution would increase to the extent that the anti-dilutionprovision of the Founder Shares result in the issuance of Class A Ordinary
Shares on a greater than one-for-onebasis upon conversion of the Founder Shares at the time of our initial Business Combination.
In
addition, in order to facilitate our initial Business Combination as determined by our Sponsor in its sole discretion, our Sponsor may
surrender or forfeit, transfer or exchange our Founder Shares, Private Placement Units or any of our other securities, including for no
consideration, as well as subject any such securities to earn-outsor other restrictions, or otherwise amend the terms of any such
securities or enter into any other arrangements with respect to any such securities. We may also issue Class A Ordinary Shares upon conversion
of the Class B Ordinary Shares at a ratio greater than one-to-oneat the time of our initial Business Combination, as a result of
the anti-dilutionprovisions as set forth therein.
4
Pursuant
to the Letter Agreement, each of our Sponsor, directors and officers has agreed to a lock-upand restrictions on their ability to
transfer, assign, or sell the Founder Shares and Private Placement Units (including the underlying securities) . Further, the Sponsor
membership interests (including the interests held by any non-managing members) are locked up and not transferable because the Letter
Agreement prohibits indirect transfers.
While
there is no current intention to do so, and the members of our Management Team and Sponsor have not done so with any previously formed
SPACs, we may approve an amendment or waiver of the Letter Agreement that would allow the Sponsor to directly, or members of our Sponsor
to indirectly, transfer Founder Shares and Private Placement Shares or membership interests in our Sponsor in a transaction in which the
Sponsor removes itself as our Sponsor before identifying a Business Combination. As a result, there is a risk that our Sponsor and our
officers and directors may divest their ownership or economic interests in us or in our Sponsor, which would likely result in our loss
of certain key personnel, including Messrs. Elkin and Morris. There can be no assurance that any replacement Sponsor or key personnel
will successfully identify a Business Combination target for us, or, even if one is so identified, successfully complete such Business
Combination.
The
securities held by the Sponsor are expected to only be distributed directly to the members of the Sponsor following the consummation of
our initial Business Combination, provided that such members agree to become subject to the applicable transfer restrictions with respect
to such securities, including the Letter Agreement. Indirect transfers of the securities held by the Sponsor, such as to another member
of the Sponsor or their affiliate, a family member or a new member of the Sponsor, may be permitted with the prior consent of the managing member of our Sponsor, so long as such transfer complies with the applicable transfer
restrictions with respect to such securities to the same extent as the party originally subject to such restrictions.
**Competitive Differentiation**
****
Our
mission is to create attractive risk-adjustedreturns for our shareholders. We intend to capitalize on the ability of our Management
Team to identify, acquire and operate a business that will benefit from their involvement by utilizing the differentiating factors discussed
below to our advantage.
We
believe that specializing in non-U.S. opportunities will provide us with a competitive advantage over other U.S.-listedSPACs and
will enable us to identify an attractive Business Combination candidate that will thrive as a publicly traded company.
We
intend to focus our initial search efforts on the Pan-Eurasianregion that includes developed economies of Western Europe, developing
markets of Eastern Europe and Asia and frontier markets of the Middle East. We may also consider targets in Africa. Our Management Team
has experience with cross-borderinvestments in many of the countries across the target region, including the United Kingdom, Germany,
Italy, Turkey, Kazakhstan, the United Arab Emirates, and others. Because we have limited experience in China, we will not pursue opportunities
related to China. However, we intend to also explore opportunities in the Southeast Asia, including Vietnam, Indonesia and Thailand.
While
we believe our global focus will enable us to identify many unique opportunities, non-U.S. geographies present a number of unique challenges.
In addition to all the common issues involved in assessing the attractiveness of an investment opportunity for a SPAC and executing a
business combination, we will face additional cross-borderobstacles and risks, including:
|
| Diverse and fluid legal and regulatory regimes |
|
|
| Currency risk and capital controls restrictions |
|
|
| Cultural and linguistic barriers |
|
|
| Political risks and restrictions on foreign investments |
|
|
| Inconsistent law enforcement and weaker legal protection of
investor rights |
|
|
| Impact of geopolitical tensions, including various sanctions
implemented by U.S. and European Union |
|
5
Our
Management Team has been involved in investing in the Pan-Eurasianregion since the early 1990s, and possesses a rich base of experience
including:
|
| Identifying, negotiating and executing cross-bordertransactions in a variety of sectors, including
consumer, energy, industrial, transportation and infrastructure; | |
|
| Cultivating relationships with local industrial and financial groups; | |
|
| Organizing complex debt and equity financings for target companies; | |
|
| Executing follow-onacquisitions and divestitures; | |
|
| Overseeing portfolio companies and helping improve corporate governance and transparency; | |
|
| Serving as directors and executives of portfolio companies; | |
|
| Attracting what we believe is world-classmanagement talent; | |
|
| Partnering, where necessary, with corporate co-investors, including multinationals; and | |
|
| Steering companies towards an exit, either via strategic sale or via an IPO. | |
We
believe our collective experience equips us to identify and evaluate attractive foreign candidates for an initial Business Combination.
We will focus on identifying targets that can appeal to fundamental equity investors in the United States. If necessary, we would be available
to work with the company to create shareholder value after the Business Combination is concluded.
We
further believe the collective experience of our Management Team and their affiliates will lead to many potential acquisition opportunities.
Members of our Management Team and their affiliates will reach out to the network of relationships
to articulate the parameters of our search for a target company and will begin the rigorous process of pursuing and reviewing promising
opportunities.
**Business Combination
Criteria**
****
Consistent
with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to
enter into our initial Business Combination with a target business that does not meet some or all of these criteria and guidelines.
We
intend to seek to acquire one or more businesses that we believe:
|
| have an equity value of between $200 million and $2 billion; | |
|
| have a compelling business reason to be listed in the United States. We will seek to acquire targets that
can become a global player in their business segment, and which can benefit from the access to the deep U.S. capital markets; | |
|
| desire to benefit from the speed and the certainty of closure, and sellers who would be attracted to the
possibility to receiving further consideration in the form of a share earnout available in a SPAC merger; | |
|
| offer attractive risk-adjustedequity returns for our shareholders, and that can demonstrate a clear
plan for shareholder value creation, including revenue growth, cost reduction and margin expansion, add-onacquisitions, or other
prospects for upside; | |
|
| have a strong set of public comparables; | |
6
|
| possess a robust accounting and financial reporting processes and have the proper internal controls and
procedures in place to company with U.S. public company listing standards; | |
|
| are at a financial performance inflection point and have a clear potential of delivering strong earnings
and cashflow growth in the short to medium term. We will give special consideration to companies that are capable of paying an attractive
dividend immediately after the closing of an initial business combination; and | |
|
| are led by management teams who, because of their prior achievements and current performance and the ability
to articulate a compelling future vision, can develop a following among U.S. fundamental investors. | |
We
will not limit our search to any particular sector, but we will prioritize industries with established business models and proven profitability,
with a particular emphasis on natural resources and related sectors which we believe aligns well with investors renewed interest in the
traditional sources of energy.
These
criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination
may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and
guidelines that our Management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target
business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
and guidelines in our shareholder communications related to our initial Business Combination, which, as discussed in this Report,
would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC
**Evaluation of a Target
Business and Structuring of Our Business Combination**
****
In
evaluating a prospective target business, we conduct an extensive due diligence review that encompasses, as applicable and among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities
and a review of financial and other information about the target and its industry. We also utilize our Management Teams operational
and capital planning experience.
Each
of our directors and officers, directly or indirectly, owns Founder Shares and/or Private Placement Units and, accordingly, may have a
conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
Business Combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular Business
Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any
agreement with respect to our initial Business Combination.
Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities, pursuant to which such officer or director is or will be required to present a Business Combination opportunity to
such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a Business Combination
opportunity that is suitable for an entity to which he or she has then-currentfiduciary or contractual obligations, then, subject
to such officers or directors fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or
contractual obligations to present such Business Combination opportunity to such entity, before we can pursue such opportunity. If these
other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties
to materially affect our ability to complete our initial Business Combination. Our Amended and Restated Articles provide that to the fullest
extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of
business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
In addition, our Sponsor and
our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts
of interest in determining whether to present Business Combination opportunities to us or to any other special purpose acquisition company
with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing
an initial Business Combination target, which could materially affect our ability to complete our initial Business Combination.
7
The time required to select
and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another Business Combination.
Because there are numerous
special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition for
available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including
a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed
to close Business Combinations or operate targets post-Business Combination. Thus, our ability to identify and evaluate a target company
may be impacted by significant competition among other special purpose acquisition companies in pursuing Business Combination transaction
candidates and significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
**Initial Business Combination**
****
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public
Offering. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the
Private Placement, the proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to any
forward purchase agreements or backstop agreements into which we may enter), shares issued to the owners of the target, debt issued to
bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete
our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without
a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial Business Combination only
if we receive an Ordinary Resolution. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
listing requirement.
If our initial Business Combination
is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration
in connection with our initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may use the balance of
the cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial
Business Combination, to fund the purchase of other companies, or for working capital.
We may pursue an initial Business
Combination in any business or industry. Although our Management will assess the risks inherent in a particular target business with which
we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those
risks will adversely affect a target business.
We
will have until December 15, 2027 to consummate an initial Business Combination, or until such earlier liquidation date as our Board of
Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial
Business Combination within such Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to further
extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for an extension, our Public
Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of
then issued and outstanding Public Shares, subject to applicable law.
If
we are unable to complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our Board
of Directors may approve, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned thereon (less income taxes, if any, payable and up to $100,000 of interest
income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and
certain conditions as further described herein. While the pro rata Redemption Price was approximately $10.01 per Public Share as of December
31, 2025, we cannot assure our Public Shareholders that we will in fact be able to distribute such amounts as a result of claims of creditors,
which may take priority over the claims of our Public Shareholders.
8
The
Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of
the value of the assets held in the Trust Account (excluding the amount of Deferred Fee held in and taxes payable on the interest earned
on the Trust Account) (and such test, the 80% Test). Our Board of Directors will make the determination as to the fair market
value of our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our
initial Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that
commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our Board of Directors
will be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do
so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as
to the value of the targets assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business Combination must
be approved by a majority of our independent directors.
We
anticipate structuring our initial Business Combination so that the post-transactioncompany in which our Public Shareholders own
shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our
initial Business Combination such that the post-transactioncompany owns or acquires less than 100% of such interests or assets of
the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will
only complete such Business Combination if the post-transactioncompany owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. Even if the post-transactioncompany owns or acquires 50% or more of the voting securities
of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post transactioncompany,
depending on valuations ascribed to the target and us in the Business Combination. For example, we could pursue a transaction in which
we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests
of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new Ordinary Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of
our issued and outstanding Ordinary Shares subsequent to our initial Business Combination. If less than 100% of the equity interests or
assets of a target business or businesses are owned or acquired by the post-transactioncompany, the portion of such business or
businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test. If the Business Combination involves
more than one target business, the 80% Test will be based on the aggregate value of all of the target businesses.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor (or its members),
our officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor
(or its members), our officers or directors. In the event we seek to complete our initial business combination with a company that is
affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, its members, our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business
combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
**Potential Additional
Financings**
****
We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. Should we seek to obtain additional financing to complete our initial Business Combination, either
because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated
to redeem a significant number of our Public Shares upon completion of the Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination. If we raise additional funds through equity or convertible debt
issuances, our Public Shareholders may suffer significant dilution and these securities could have rights that rank senior to our Public
Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our
equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilutionrights
of our Founder Shares, our Public Shareholders may incur material dilution. In addition, we target businesses with enterprise values that
are greater than we could acquire with the net proceeds of this offering and the sale of the Private Placement Units, and, as a result,
if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions
by Public Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. We may
also obtain financing prior to the closing of our initial Business Combination to fund our working capital needs and transaction costs
in connection with our search for and completion of our initial Business Combination. There is no limitation on our ability to raise funds
through the issuance of equity or equity-linkedsecurities or through loans, advances or other indebtedness in connection with our
initial Business Combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation
of the Initial Public Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not
have sufficient funds available to us, we will be forced to liquidate the Trust Account. In addition, following our initial Business Combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
9
**Status as a Public
Company**
****
We
believe our structure makes us an attractive Business Combination partner to target businesses. As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us. In
a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares
in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary
Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost-effectivemethod to becoming a public company than the typical initial public offering. The
typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction
process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting
discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination
with us.
Furthermore,
once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which
could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business Combination,
we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent
with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further
benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented employees.
While
we believe that our structure and our Management Teams backgrounds make us an attractive business partner, some potential target
businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial Business Combination, negatively.
****
**Financial Position**
****
With
funds available for a Business Combination as of December 31, 2025 in the amount of $172,766,305 (before redemptions, taxes payable
on the interest earned, if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a
liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance
sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities,
or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and
there can be no assurance it will be available to us.
**Sources of Target
Businesses**
****
We believe our Management
Teams significant operating and transaction experience and relationships provide us with a substantial number of potential initial
Business Combination targets. Over the course of their careers, the members of our Management Team have developed a broad network of contacts
and corporate relationships around the world. This network has grown through the activities of our Management Team sourcing, acquiring
and financing businesses, the reputation of our Management Team and advisors for integrity and fair dealing with sellers, financing sources
and target management teams and the experience of our Management Team in executing transactions under varying economic and financial market
conditions.
****
10
****
This
network has provided our Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or
where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships
of our Management Team provide us important sources of investment opportunities
****
In
addition, target business candidates are brought to our attention from various unaffiliated sources, including investment bankers and
private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on
an unsolicited basis, since many of these sources will have read our Initial Public Offering prospectus and know what types of businesses
we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates
of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as
well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would
not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors.
While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finders fee, consulting
fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction.
Prior
to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,
or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order
to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,
will be paid from funds held outside the Trust Account.
We
engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise
be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in
our best interest to pursue. Payment of a finders fee is customarily tied to completion of a transaction, in which case any such
fee will be paid out of the funds held in the Trust Account.
We
are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors
or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
Our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our Sponsor,
officers, directors or advisors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an
initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any
other context.
**Lack of Business Diversification**
****
For
an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete Business Combinations with multiple
entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the
risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification
may:
|
| subject us to negative economic, competitive and regulatory developments, any or all of which may have
a substantial adverse impact on the particular industry in which we operate after our initial business combination, and | |
|
| cause us to depend on the marketing and sale of a single product or limited number of products or services. | |
****
**Limited Ability to
Evaluate the Targets Management Team**
****
Although
we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business
Combination with that business, our assessment of the target businesss management may not prove to be correct. In addition, the future
management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of
members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination as to
whether any of the members of our Management Team will remain with the combined company will be made in connection with our initial Business
Combination. While it is possible that one or more of our directors or officers will remain associated in some capacity with us following
our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
Business Combination. Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience
or knowledge relating to the operations of the particular target business.
11
Following
a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot
assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
**Shareholders May Not
Have the Ability to Approve Our Initial Business Combination**
****
We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended
and Restated Articles. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may
decide to seek shareholder approval for business or other reasons.
Under
the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example:
|
| We issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares
then outstanding (other than in a public offering); | |
|
| Any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or
greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in
the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an
increase in outstanding Ordinary Shares or voting power of 5% or more; or | |
|
| The issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control. | |
The
decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval
is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including
in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (ii) the expected cost of
holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time
and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consumingand
burdensome to present to shareholders.
**Permitted Purchases
of Our Securities**
****
If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares
or Public Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial
Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment
that such Public Shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore
agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors and their affiliates purchase
Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights,
such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that,
if Rule 10b-18would apply to purchases by our Sponsor, directors, officers, advisors and their affiliates, then such purchases will
comply with Rule 10b-18under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain
conditions, including with respect to timing, pricing and volume of purchases.
12
Additionally,
at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material
nonpublic information), our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and
others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination
or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public
Shares or Public Rights in such transactions.
The
purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination,
(2) reduce the number of Public Rights outstanding and/or increase the likelihood of approval on any matters submitted to the Public Right
holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it
appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial
Business Combination that may not otherwise have been possible. To the extent that any Public Shares are purchased such purchases will
be in compliance with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations
Question 166.01 promulgated by the SEC, including that such Public Shares will not be voted.
In
addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our
Sponsor, directors, officers, advisors and their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor,
directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting
us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing
of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, directors, officers, advisors
and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders
who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial
Business Combination, whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination,
but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor,
directors, officers, advisors and their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated
price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares if
such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our
Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would
violate Section 9(a)(2) or Rule 10b-5of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section
16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor,
directors, officers, advisors and their affiliates were to purchase Public Shares or Public Rights from Public Shareholders, such purchases
would be structured in compliance with the requirements of Rule 14e-5under the Exchange Act including, in pertinent part, through
adherence to the following:
|
| our registration statement/proxy statement filed for our Business Combination transaction would disclose
the possibility that our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Rights from
Public Shareholders outside the redemption process, along with the purpose of such purchases; | |
|
| if our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares or Public
Rights from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process; | |
|
| our registration statement/proxy statement filed for our Business Combination transaction would include
a representation that any of our securities purchased by our Sponsor, directors, officers, advisors and their affiliates would not be
voted in favor of approving the Business Combination transaction; | |
|
| our Sponsor, directors, officers, advisors and their affiliates would not possess any redemption rights
with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | |
|
| we would disclose in a Current Report on Form8-K, before our general meeting of shareholders to
approve the Business Combination transaction, the following material items: | |
13
|
| the
amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors and their affiliates,
along with the purchase price; |
|
|
| the
purpose of the purchases by our Sponsor, directors, officers, advisors and their affiliates; |
|
|
| the
impact, if any, of the purchases by our Sponsor, directors, officers, advisors and their affiliates on the likelihood that the Business
Combination transaction will be approved; |
|
|
| the
identities of our security holders who sold to our Sponsor, directors, officers, advisors and their affiliates (if not purchased on the
open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors
and their affiliates; and |
|
|
| the
number of our securities for which we have received redemption requests pursuant to our redemption offer. |
|
**Redemptions in Connection
with Our Initial Business Combination**
**Redemption Rights
for Public Shareholders upon Completion of Our Initial Business Combination**
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they
abstain, vote for, or vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-shareprice,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided
by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. As of December 31,
2025, the Redemption Price was approximately $10.01 per Public Share (before taxes payable, if any). The per share amount we will distribute
to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters.
Our Sponsor, officers and directors and a certain advisor have entered into the Letter Agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may
hold in connection with the completion of our initial Business Combination.
Our
proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate
amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares
submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linkedsecurities
or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward
purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets
or minimum cash requirements.
**Manner of Conducting
Redemptions**
****
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers
with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding
Ordinary Shares or seek to amend our Amended and Restated Articles would require shareholder approval. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.
14
The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above is contained in provisions of our Amended and Restated Articles and will apply whether or not we maintain our registration under
the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a Special Resolution.
If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant
to our Amended and Restated Articles:
|
| conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and | |
|
| file proxy materials with the SEC. | |
In
the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection
therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.
If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. However, if
our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the
approval of our initial Business Combination will require a Special Resolution. A quorum for such meeting will be present if the holders
of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or by proxy.
Our Sponsor, officers and directors and a certain advisor will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor,
officers and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after
the Initial Public Offering (including in open market and privately-negotiatedtransactions, aside from shares they may purchase
in compliance with the requirements of Rule 14e-5under the Exchange Act, which would not be voted in favor of approving the Business
Combination transaction) in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution, non-voteswill
have no effect on the approval of our initial Business Combination once a quorum is obtained.
As a result, if all outstanding Ordinary Shares are voted on a resolution
to approve our initial Business Combination, in addition to our 5,692,000 Founder Shares and 300,000 Private Placement Shares, (i) if
we would require an Ordinary Resolution, we would need 5,726,251 Public Shares, or approximately 32.2% of the 17,250,000 Public Shares,
and (ii) if we would require a Special Resolution, we would need 9,632,501 Public Shares, or approximately 55.8% of the 17,250,000 Public
Shares, to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming that
the parties to the Letter Agreement do not acquire any Public Shares. Assuming that only the holders of one-thirdof our issued and
outstanding Ordinary Shares, representing a quorum under our Amended and Restated Articles, vote their Ordinary Shares, regardless of
such vote pertains to an Ordinary Resolution or a Special Resolution of two-thirdsof our Ordinary Shares voted at the meeting, we
would not need any Public Shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial Business
Combination in order to approve an initial Business Combination. In addition, prior to the closing of our initial Business Combination,
only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors prior to or in connection with the completion
of our initial Business Combination and (ii) are entitled to vote on continuing our Company in a jurisdiction outside the Cayman Islands
(including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case,
as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting
thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial
Business Combination. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or vote against
the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public
Shareholder on the record date for the general meeting held to approve the proposed transaction.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
|
| conduct the redemptions pursuant to Rule 13e-4and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and | |
|
| file tender offer documents with the SEC prior to completing our initial Business Combination which contain
substantially the same financial and other information about the initial Business Combination and the redemption rights as is required
under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. | |
15
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more
than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to
purchase, we will withdraw the tender offer and not complete the initial Business Combination.
Upon
the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we,
or our Sponsor, will terminate any plan established in accordance with Rule 10b5-1to purchase our Public Shares in the open market,
in order to comply with Rule 14e-5under the Exchange Act.
We
intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public
Shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or
deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is
included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection
with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.
We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or
action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed
initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates
or Public Shares delivered by Public Shareholders who elected to redeem their Public Shares.
Our
proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate
amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares
submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linkedsecurities
or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward
purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets
or minimum cash requirements.
**Limitation on Redemptions
Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval**
****
If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Amended and Restated Articles provide that a Public Shareholder, together with any
affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a group
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate
of 15% of the Public Shares sold in the Initial Public Offering (the Excess Shares) without our prior consent. We believe
this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such
holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our
Management to purchase their Public Shares at a significant premium to the then-currentmarket price or on other undesirable terms.
Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering
could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management at a premium
to the then-currentmarket price or on other undesirable terms. By limiting our Public Shareholders ability to redeem no more
than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a
small group of Public Shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly
in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.
16
However,
we will not restrict our Public Shareholders ability to vote all of their Public Shares (including Excess Shares) for or against
our initial Business Combination.
**Delivering Share
Certificates in Connection with the Exercise of Redemption Rights**
****
As
described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their Public Shares in street name, to, at the holders option, either deliver their share certificates to
our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth
in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days
prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request
for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public
Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection
with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.
Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if
we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as
applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Shareholder
fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares
may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of
their Public Shares.
There
is a nominal cost associated with the above-referencedprocess and the act of certificating the Public Shares or delivering them
through the DWAC System. The transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately
$100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.
The need to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must
be effectuated.
Any
request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender
offer documents, as applicable. Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption
rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business
Combination.
If
our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their
redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such
case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.
If
our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination with a different
target until the end of the Combination Period.
**Redemption of Public
Shares and Liquidation if No Initial Business Combination**
****
Our
Amended and Restated Articles provide that we have only the duration of the Combination Period to complete our initial Business Combination.
If we have not completed our initial Business Combination within such time period, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available
funds therefor), redeem the Public Shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and
less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingPublic Shares, which redemption
will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our Rights, which will expire worthless if we fail to complete our initial Business Combination within the
Combination Period.
17
Our
Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period; although, they are entitled to liquidating distributions from assets outside the Trust Account. However,
if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within
the Combination Period.
Our
Sponsor, officers and directors and a certain advisor have also agreed, pursuant to the Letter Agreement, that they will not propose any
amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection
with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within
the Combination Period, or (ii) any other material provisions relating to shareholders rights or pre-initialBusiness Combination
activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any
such amendment at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public
Shares.
We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $693,507 of proceeds held
outside the Trust Account (as of December 31, 2025), although we cannot assure our Public Shareholders that there will be sufficient funds
for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of
dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned
on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest
to pay those costs and expenses.
If
we were to expend all of the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited
in the Trust Account, the Redemption Price upon our dissolution
would be approximately $10.01 as of December 31, 2025. The proceeds deposited in the Trust Account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure our Public Shareholders
that the actual per-shareredemption amount received by Public Shareholders will not be substantially less than the Redemption Price.
While we intend to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to pay or provide for
all creditors claims.
Although
we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public
Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with such third party if Management believes that such third partys engagement
would be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses
to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable
to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the Underwriters
did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason.
To protect the amounts held in the Trust Account,
our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us (except for our independent registered public accounting firm), or a prospective target business with which we have entered
into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of
the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities
of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. As a
result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination
and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business
Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public
Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.
18
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share
due to reductions in the value of the Trust Account assets, in each case less (x) taxes payable, if any, and (y) up to $100,000 for dissolution
expenses, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its
indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our
Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors
to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly,
we cannot assure our Public Shareholders that due to claims of creditors the actual value of the per-shareredemption price will
not be less than $10.00 per Public Share.
We
seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not
be liable as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act. As of December 31, 2025, we had access to up to $693,507 from the proceeds of the Initial Public Offering and the
Private Placement held outside of the Trust Account with which to pay any such potential claims (including costs and expenses
incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we
liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received
funds from our Trust Account could be liable for claims made by creditors.
If
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, we cannot assure our Public Shareholders we will be able to return $10.00 per Public Share to our Public Shareholders.
Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that
is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency
laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result,
a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our Board
of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby
exposing itself and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.
Our
Public Shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares
if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend
our Amended and Restated Articles to modify (x) the substance or timing of our obligation to allow redemption in connection with our initial
Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination
Period or (y) any other material provisions relating to shareholders rights or pre-initialBusiness Combination activity or
(iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable
law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination. In
no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek
shareholder approval in connection with our initial Business Combination, a Public Shareholders voting in connection with the Business
Combination alone will not result in a Public Shareholders redeeming its Public Shares to us for an applicable pro rata share of
the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended
and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.
****
19
****
**Competition**
****
In
identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities
having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash
in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available
to us for our initial Business Combination and our issued and outstanding Rights, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial Business Combination.
**Employees**
We
currently have two officers: Messrs. Elkin and Morris. They are not obligated to devote any specific number of hours to our matters, but
they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The
amount of time they devote in any time period varies based on the stage of the Business Combination process we are in. We do not intend
to have any full time employees prior to the completion of our initial Business Combination.
**Periodic Reporting
and Financial Information**
****
We
have registered our Public Units, Public Shares and Public Rights under the Exchange Act and have reporting obligations, including the
requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act,
our annual reports, including this Report, contain financial statements audited and reported on by Withum, our independent registered
public accountant. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act
prior or subsequent to the consummation of our initial Business Combination.
We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials
or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination
within the prescribed time frame. We cannot assure our shareholders that any particular target business identified by us as a potential
Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the
potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the
extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool
of potential Business Combination candidates, we do not believe that this limitation will be material.
We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 as required by the Sarbanes-OxleyAct.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of
the Sarbanes-OxleyAct regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary to complete any such Business Combination.
20
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands
and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and
received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act
(Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands
imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no
tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable
(i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment
of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due
under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities
Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-OxleyAct, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-bindingadvisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find
our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities
may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an
emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We intend to continue to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following December 15, 2030, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our Class A Ordinary Shares that are held by non-affiliatesexceeds $700 million as of the prior June 30,
and (2) the date on which we have issued more than $1.0 billion in non-convertibledebt during the prior three-yearperiod.
We
are also a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary
Shares held by non-affiliatesequals or exceeds $250 million as of the end of that years second fiscal quarter, or (2) our
annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares
held by non-affiliatesexceeds $700 million as of the end of that years second fiscal quarter.
In addition, prior to the
consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or
removal of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq
considers us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate
governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual,
group or another company is a controlled company and may elect not to comply with certain corporate governance requirements.
We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we
choose to do so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of
the Nasdaq corporate governance requirements.
21
**Item 1A. Risk Factors.**
As a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following are brief descriptions
of material risks, uncertainties and other factors that could have a material effect on us and our operations:
**Risks Relating to our Search for, and Consummation of or Inability
to Consummate, a Business Combination**
|
| we
are a blank check company with no operating history and no revenues, and our shareholders have a limited basis on which to evaluate our
ability to achieve our business objective, which is completing an initial Business Combination; |
|
|
| we
may not be able to complete our initial Business Combination, within the Combination Period, in which case we would liquidate and redeem
our Public Shares; |
|
|
|
|
we may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results; | |
|
|
|
we may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination; | |
|
|
|
we may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our Ordinary Shares at that time; | |
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|
|
our Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination; | |
|
|
|
we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability; | |
|
|
|
we may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee that will be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause the Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination; | |
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|
|
we may attempt to complete our initial Business Combination with a private company about which little information is available,which may result in a Business Combination with a company that is not as profitable as we suspected, if at all; | |
|
|
|
resources could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Rights will expire worthless; | |
|
|
|
changes in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations; | |
|
|
|
in order
to effectuate an initial Business Combination, SPACs have, in the recent past, amended various provisions of their memorandums and
articles of association, and other governing instruments. We cannot assure our shareholders that we will not seek to amend our
Amended and Restated Articles or governing agreement in a manner that will make it easier for us to complete our initial Business
Combination that our shareholders may not support; | |
|
|
|
changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospectsof a post-Business Combination company; | |
22
|
|
|
adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination prospects; | |
|
|
|
cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss, as well as impact our ability to consummate an initial Business Combination; | |
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|
if we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination; | |
|
|
|
if we seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote. As such, under certain circumstances, we may not need any Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business Combination; | |
|
|
|
our Public Shareholders only opportunity to effect their investment decision regarding a potential Business Combination may be limited to the exercise of their right to redeem their Public Shares from us for cash; | |
|
|
|
the ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target; | |
|
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|
the ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment of the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may materially dilute Public Shareholders investment in us; | |
|
|
|
the requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders; | |
|
|
|
we may decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Rights would be worthless; | |
|
|
|
if we seek shareholder approval of our initial Business Combination, our Sponsor directors, officers, advisors and their respective affiliates may elect to purchase Public Shares or Public Rights from Public Shareholders, which may influence a vote on a proposed Business Combination and reduce the public float of our Public Shares or Public Rights; | |
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|
if a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed; | |
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|
our Public Shareholders will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule419 of the Securities Act; | |
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|
if we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a group of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they may lose the ability to redeem all such Public Shares in excess of 15% of our ClassA Ordinary Shares; | |
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|
|
because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Rights will expire worthless; | |
23
|
|
|
if the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management Team to fund our search and to complete our initial Business Combination; | |
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|
|
if we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to wait beyond December 15, 2027 before redemption from our Trust Account; | |
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|
we may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands until after the consummation of our initial Business Combination; | |
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|
since only holders of our ClassB Ordinary Shares have the right to vote on the appointment of directors prior to the consummation of the initial Business Combination, Nasdaq considers us to be a controlled company within the meaning of the Nasdaq Rules and, as a result, we may qualify for exemptions from certain corporate governance requirements; | |
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our Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do not support; | |
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because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial Business Combination, our shareholders are unable to ascertain the merits or risks of any particular target business operations; | |
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|
if the Business Combination is not consummated, we may seek Business Combination opportunities in industries or sectors that may be outside of our Managements areas of expertise; | |
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although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines; | |
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we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view; | |
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|
we may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks; | |
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|
unlike some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue certain shares to consummate an initial Business Combination; | |
24
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we may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest; | |
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we may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us; | |
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we may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability; | |
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|
we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination when a substantial majority of our Public Shareholders do not agree; | |
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|
the provisions of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing the release of funds from our Trust Account) may be amended witha Special Resolution of our shareholders, which is a lower amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate the completion of an initial Business Combination that some of our Public Shareholders may not support; | |
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|
because we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses; | |
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|
compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination; | |
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| |
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|
our initial Business Combination involves a company organized under the laws of a state of the United States
(or any subdivision thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after
or in connection with such initial Business Combination; | |
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| |
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| there
is substantial doubt about our ability to continue as a going concern; | |
**Risks Relating to the Post-Business Combination
Company**
|
| the
officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business
Combination targets key personnel could negatively impact the operations and profitability of ourpost-combinationbusiness; |
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|
subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause our shareholders to lose some or all of their investment; | |
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|
our Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business; | |
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|
we may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company; | |
|
| our
initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Right holders. As a result
of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain; |
|
25
**Risks Relating to Acquiring or Operating a
Business in Foreign Countries**
|
| we may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory
review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on
Foreign Investment in the United States, or may be ultimately prohibited. To
the best of our knowledge, approximately 90% of the total allocated membership interests in the Sponsor are owned by U.S. persons
on a look-through basis and approximately 10% of interests in the Sponsor are owned by non-U.S. persons on a look-through basis.
Of the approximately 10% of interests in the Sponsor owned by non-U.S. persons, all are owned by persons in the United Kingdom; |
|
|
| if
we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us; |
|
|
| we
may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders
or Right holders; |
|
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| we
may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination,
and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal
rights; |
|
|
| we
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk ofnon-compliance; |
|
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| if
our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues; |
|
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| exchange
rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished; |
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| if
we do not complete the after our initial Business Combination, substantially all of our assets may be located in a foreign country and
substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects
will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in
which we operate; |
|
**Risks Relating to our Management Team**
|
| our
officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how
much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business
Combination; |
|
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| changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to
negotiate and complete an initial Business Combination; |
|
|
| we
may not have sufficient funds to satisfy indemnification claims of our directors and officers; |
|
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| past
performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in
our Company; |
|
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| we
are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business
Combination, could adversely affect our ability to operate; |
|
|
| our
ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our
key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combinationbusiness; |
|
26
|
| the
ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination,
which could deprive us of key personnel and advisors; |
|
|
| our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts
of interest in determining whether a particular Business Combination is the most advantageous; |
|
|
| our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining
to which entity a particular business opportunity should be presented; |
|
|
| members
of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees
of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other
proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to
consummate an initial Business Combination; |
|
|
| members
of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations
unrelated to our business; |
|
**Risks Relating to our Securities and Shareholder
Rights**
|
| to
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time
(based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company
Act), instruct the trustee to liquidate theinvestmentsheld in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination
or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest
on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public
Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments
not been liquidated; |
|
|
| our
Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their Public Shares; |
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| if
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and theper-shareredemption
amount received by Public Shareholders may be less than the Redemption Price; |
|
|
| our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our Public Shareholders; |
|
|
| the
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in the Trust Account such that the per-share redemption
amount received by Public Shareholders may be less than the Redemption Price; |
|
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| if,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and theper-share amount that would otherwise be received by our Public Shareholders in connection
with our liquidation may be reduced; |
|
27
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| if,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court
may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties
to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages; |
|
|
| an
active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and
our shareholders may have limited liquidity and trading; |
|
|
| since
our Sponsor will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to
any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor may profit substantially even
under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest
may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination; |
|
|
| the
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price; |
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|
Nasdaq may delist our securities from trading on its exchange, which could limit our shareholders ability to make transactions in our securities and subject us to additional trading restrictions; | |
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| our
Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.
Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Rights, potentially at a loss; |
|
|
| our
Sponsor paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience
immediate and substantial dilution from the purchase of our ClassA Ordinary Shares; |
|
|
| the
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public
Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment
in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary
Shares to materially decline; |
|
|
| because
we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their
ability to protect their rights through the U.S.Federal courts may be limited; |
|
|
| after
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the UnitedStates
and all of our assets will be located outside the UnitedStates; therefore, shareholders may not be able to enforce federal securities
laws or their other legal rights; |
|
|
| provisions
in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the
future for our ClassA Ordinary Shares and could entrench Management; |
|
|
| our
Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between
us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against
us or our directors, officers or employees; |
|
|
| whether
a redemption of Public Shares will be treated as a sale of such ClassA Ordinary Shares for U.S.federal income tax purposes
will depend on a shareholders specific facts; |
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|
we may amend the terms of the Rights in a manner that may be adverse to holders of Rights with the approval by the holders of at least 50% of the then outstanding Rights. As a result, the conversion ratio of the Rights could be changed, the conversion period could be shortened and the number of ClassA Ordinary Shares upon conversion of a Right could be changed, all without right holder approval; | |
28
|
|
|
the Rights Agreement designates the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Rights, which could limit the ability of right holders to obtain a favorable judicial forum for disputes with our Company; | |
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|
because each Unit contains one Right to receive one tenth (1/10) of one ClassA Ordinary Share upon consummation of our initial Business Combination and only a whole ClassA Ordinary Share will be issued in exchange for Rights, the Units may be worth less than units of other SPACs; | |
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|
holders of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands; | |
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|
the grant of registration rights to our Sponsor, CCM and other holders of our Private Placement Units (and their underlying securities) may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our ClassA Ordinary Shares; | |
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|
we may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S. shareholders; and | |
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|
we are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. | |
For more detailed descriptions
of these and other risks relating to our Company, see the section titled Risk Factors contained in our IPO Registration
Statement. As of the date of this Report, there have been no material changes with respect to those risk factors,
other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse
effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial
may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in our future filings with the SEC.
**If the number of SPACs
evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive
targets may not be interested to consummate a Business Combination with a SPAC due to a negative public perception of mergers involving
SPACs. This could increase the cost of our initial Business Combination and could even result in our inability to find a target or to
consummate an initial Business Combination.**
In recentyears, the
number of SPACs that have been formed has increased. Many potential targets for SPACs have already entered into an initial Business Combination,
and there are still many SPACs preparing for an initial public offering, as well as many such companies currently in registration. If
the number of such companies increases, at times, fewer attractive targets may be available to consummate an initial Business Combination.
In addition, because there
may be more SPACs seeking to enter into an initial Business Combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive
deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception
of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations
or operate targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find and consummate an initial Business Combination and may result in our inability to consummate an initial Business Combination on
terms favorable to our investors altogether.
29
**The ability of our Public
Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase the probability that our
initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation in order to redeem
their Public Shares.**
If our initial Business Combination
agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount
of cash, the probability that our initial Business Combination would be unsuccessful is increased. If our initial Business Combination
is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If
you are in need of immediate liquidity, you could attempt to sell your Ordinary Shares in the open market; however, at such time our Public
Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss
on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or our
Public Shareholders are able to sell their Public Shares in the open market.
**Recent increases in
inflation and interest rates in the UnitedStates and elsewhere could make it more difficult for us to consummate an initial Business
Combination.**
****
Recent increases in inflation
and interest rates in the UnitedStates and elsewhere may lead to, among other things, (i)increased price volatility for publicly
traded securities, including ours, (ii)increased borrowing costs and higher risk-free rates, (iii)other national, regional
and international economic disruptions, and (iv)uncertainty regarding the valuation of target businesses, any of which could make
it more difficult for us to consummate an initial Business Combination.
**Military or other conflicts
and other disruptions to the equity or debt capital markets, including as a result of inflation in the UnitedStates and elsewhere,
may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, which could make it more difficult for us to consummate an initial Business Combination.**
****
Military or other conflicts
and other disruptions to the equity or debt capital markets, including as a result of inflation in the UnitedStates and elsewhere,
may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty,
any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination
on acceptable commercial terms, or at all.
**We may seek to extend the Combination Period,
which could reduce the amount held in our Trust Account and have adverse effects on our Company.**
****
If we are unable to consummate
our initial Business Combination on or before December 15, 2027, we may seek shareholder approval to extend the Combination Period by
amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion
of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect
our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.
**The share price of the post-Business Combination
company may be less than the Redemption Price of our Public Shares.**
****
Each Public Unit sold in our
Initial Public Offering at an offering price of $10.00 per Public Unit consisted of one Public Share and one Public Right to receive one
tenth (1/10) of one Class A Ordinary Share. Of the proceeds we received from the Initial Public Offering and the Private Placement, $172,500,000
was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares
in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior
to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.01 per Public
Share as of December 31, 2025 (before taxes payable, if any), representing a pro
rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals
from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public
Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption
for each Public Share that they choose to redeem.
There can be no assurance
that, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination
company for the Redemption Price, or any higher price. We have not, as yet, identified a target and are therefore unable to provide any
assurances as to its financial condition, business prospects or potential risks. It is therefore possible that the share price of the
post-Business Combination company may decline below the Redemption Price. In recentyears, the share prices of many post-Business
Combination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue to hold shares in
the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price
of such shares will be greater than the Redemption Price.
30
**Our search for an initial Business Combination,
and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected
by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the Middle East between United States,
Israel and Iran and others, as well as by other events that are outside of our control.**
Our ability to find a potential
target business and the business of any company with which we may consummate a Business Combination could be materially and adversely
affected by events that are outside of our control. For example, United States and global markets have experienced and may continue to
experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the
recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between
the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products
and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic
Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the United States, the United Kingdom,
the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals
and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or
other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts,
including but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number
of nations.
The invasion of Ukraine by
Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia
and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the
European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting
impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable,
they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply
chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S. companies. Additionally,
any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity
in capital markets.
Similarly, other events outside
of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may
arise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportionate
impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely
affect the global economy or capital markets.
Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest
Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target
business with which we may ultimately consummate an initial Business Combination.
The extent and duration of
the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly
if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on
a global scale or if there are disruptions in the supply of oil or other commodities.
Any such disruptions may also
have the effect of heightening many of the other risks described in this Item. If these disruptions or other matters of global concern
continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business
with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other
events, including as a result of increased market volatility or decreased availability of third-party financing on acceptable terms or
at all.
**Military or other conflicts
in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities
may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, which could make it more difficult for us to consummate an initial Business Combination.**
Military or other conflicts
in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may
lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty,
any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination
on acceptable commercial terms, or at all.
31
**Item
1B. Unresolved Staff Comments.**
Not applicable.
**Item 1C. Cybersecurity.**
Although, as a blank check
company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments
in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties.
We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of
third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we
have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team
will report to the Audit Committee and provide updates on the Management Teams incident response plan for addressing and mitigating
any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we
may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate
and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have
material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our
Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target may have been subject to,
or may in the future be subject to, cybersecurity incidents.
**Item
2. Properties.**
Our executive offices are
located at 2685 Nottingham Avenue, Los Angeles, CA 90027, and our telephone number is (917) 361-1177. The cost for our use of this space
is included in the $10,000 per month fee we pay to an affiliate of our Sponsor for certain office space, administrative and shared personal
support services, pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations.
**Item
3. Legal Proceedings.**
To the knowledge of our Management
Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity
as such, or against any of our property.
**Item
4. Mine Safety Disclosures.**
Not applicable.
32
**PART II**
**Item
5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.**
|
|
(a) |
Market Information | |
Our Public Units, Public
Shares and Public Rights are each traded on the Global Market tier of Nasdaq under the symbols TWLVU,
TWLV and TWLVR, respectively. Our Public Units commenced public trading on December
12, 2025, and our Public Shares and Public Rights commenced separate public trading on January
9, 2026.
|
|
(b) |
Holders | |
On March 30, 2026, there were three holders of record of our Units,
one holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our
Rights.
|
|
(c) |
Dividends | |
We have not paid any cash
dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our
initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors
is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur
any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.
|
|
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans | |
None.
|
|
(e) |
Performance Graph | |
As a smaller reporting company,
we are not required to provide the information required by Regulation S-K Item 201(e).
|
|
(f) |
Recent Sales of Unregistered Securities | |
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale
of an aggregate of 495,000 Private Placement Units to the Sponsor and CCM in the Private Placement at a purchase price of $10.00 per Private
Placement Unit, generating gross proceeds to us of $4,950,000. Of those 495,000 Private Placement Units, the Sponsor purchased 300,000
Private Placement Units and CCM purchased 195,000 Private Placement Units. The Private Placement Units (and underlying securities) are
identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
|
|
(g) |
Use of Proceeds | |
On December 15, 2025, we consummated our Initial Public Offering of
17,250,000 Public Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public
Unit consists of one Public Share and one Public Right, with each whole Public Right entitling the holder thereof to receive one-tenth
(1/10) of one Class A Ordinary Share upon the consummation of the Companys initial Business Combination.
33
The
Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $172,500,000. CCM acted as sole book-running
manager and representative of the underwriters. On December 15, 2025, simultaneously with the consummation of our Initial Public Offering
and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 495,000 Private Placement
Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor, Twelve Seas Sponsor LLC, and CCM generating gross proceeds
of $4,950,000.
Following
the closing of our Initial Public Offering, a total of $172,500,000 comprised of $168,975,000 of the proceeds from the Initial Public
Offering (which amount includes $6,900,000 of the Deferred Fee) and $3,525,000 of the proceeds from the Private Placement, was placed
in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by
Continental, as trustee, solely (i) in the United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act, having a maturity of 185 days or less (ii) in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3),
and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations,
(iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with
consolidated assets of $100 billion or more selected by the Continental that is reasonably satisfactory to us. To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the Trust Account, we may, at any time (based on our Management Teams ongoing assessment of all factors related
to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account
and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
The
remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are
being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.
There
has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described
in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
|
|
(h) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers | |
There
were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
**Item
6. [Reserved]**
**Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations.**
**Cautionary Note Regarding
Forward-Looking Statements**
All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives
of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. When used in this Report, words such as may, should, could, would,
anticipate, believe, estimate, expect, intend and similar expressions,
as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Managements
current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto included elsewhere in this Report.
**Overview**
****
We
are a blank check company incorporated in the Cayman Islands on August 14, 2024 for the purpose of effecting a Business Combination. Our
Sponsor is Twelve Seas Sponsor LLC.
****
34
****
Although
we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business
Combination, we are focusing our search on global companies located outside the United States, with an emphasis on established profitable
enterprises in oil and gas and other sectors which our Management Team believes are proven. We will also consider prospective targets
located in the United States, but which are owned by non-U.S. shareholders, including sovereign wealth funds, family offices, international
entrepreneurs or global industrial conglomerates. We are an early stage and emerging growth company and, as such, we are subject to all
of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition
plans. There can be no assurance that our plans to complete a Business Combination will be successful.
****
Our IPO Registration Statement
became effective on December 11, 2025. On December 15, 2025, we consummated our Initial Public Offering of 17,250,000 Public Units, including
2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share
and one Public Right to receive one-tenth of one Class A Ordinary Share. The Public Units were sold at a price of $10.00 per Public Unit,
generating gross proceeds to us of $172,500,000.
****
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale
of an aggregate of 495,000 Private Placement Units to the Sponsor and CCM in the Private Placement at a purchase price of $10.00 per Private
Placement Unit, generating gross proceeds to us of $4,950,000. Of those 495,000 Private Placement Units, the Sponsor purchased 300,000
Private Placement Units and CCM purchased 195,000 Private Placement Units. The Private Placement Units (and underlying securities) are
identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
****
Following
the closing of the Initial Public Offering and Private Placement, an amount of $172,500,000 from the net proceeds of the Initial Public
Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee.
Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that
holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule
2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit account at a U.S.
chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to
us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We
have until December 15, 2027 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board
may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business
Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of
then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We
may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended
and Restated Articles. Any such amendment would require the approval of shareholders, and our Public Shareholders will be provided the
opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease
the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition,
the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month
Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting
from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may
result in a change to our Management Team.
35
**Recent Developments**
****
On January 7, 2026, we announced that, commencing on January 9, 2026,
the holders of the Public Units may elect to separately trade the Class A Ordinary Shares and the Public Rights included in the Public
Units. Any Public Units not separated will continue to trade on the Nasdaq Global Market under the symbol TWLVU. The Class
A Ordinary Shares and the Public Rights now trade on the Nasdaq Global Market under the symbols TWLV and TWLVR,
respectively.
**Results of Operations**
****
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since August 14, 2024 (inception) through
December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying
and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form
of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as
a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as
for due diligence expenses.
****
For the year ended December31,
2025, we had a net income of $37,028, which consists of interest income on marketable securities held in the Trust Account of $266,306,
partially offset by operating costs of $229,278.
For the period from August14,
2024 (inception) through December31, 2024, we had a net loss of $17,224, which consisted of operating expenses.
**Liquidity, Capital Resources and Going
Concern**
Following the Initial Public
Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $172,500,000 was placed in the
Trust Account. We incurred fees of $10,350,000 in the Initial Public Offering, consisting of $3,450,000 of cash underwriting fee, the
Deferred Fee of $6,900,000 and $578,498 of other offering costs.
For the year ended December31,
2025, cash used in operating activities was $252,205. Net income of $37,028 was affected by interest earned on marketable securities held
in the Trust Account of $266,306 and payment of accrued expenses through the IPO Promissory Note of $75,116. Changes in operating assets
and liabilities used $98,043 of cash in operating activities.
As of December31, 2025,
we had marketable securities held in the Trust Account of $172,766,306. We intend to use substantially all of the funds held in the Trust
Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business
Combination. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held
in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable,
if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in
whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used
as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the Trust Account, we may, at any time, (based on our Management Teams ongoing assessment of all factors related
to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account
and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of December31, 2025,
we had cash of $693,507. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform
business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target
businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and
structure, negotiate and complete a Business Combination.
Our liquidity needs through
December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder
Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering
and the Private Placement held outside the Trust Account.
36
**Promissory Note**
Prior to the closing of our
Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses
related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025
or the completion of our Initial Public Offering. The loan of $300,000 was fully repaid upon the consummation of our Initial Public Offering
on December 15, 2025. No additional borrowing is available under the IPO Promissory Note.
**Working Capital Loans**
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination,
we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price
of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).
Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist
with respect to such Working Capital Loans. As of December 31, 2025 and the period from August 14, 2024 (inception) through December 31,
2024, we did not have any borrowings under any Working Capital Loans.
In connection with our assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial StatementsGoing Concern,
we have since reevaluated our liquidity and financial condition, and determined that we still lack the liquidity to sustain operations
for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. These conditions
raise substantial doubt about our ability to continue as a going concern. Management plans to address this uncertainty with the Business
Combination and with additional financing. There is no assurance that additional financing or our plans to complete the Business Combination
will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.****
****
**Contractual Obligations**
****
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
**
*Administrative Services
Agreement*
Commencing
on December 11, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $10,000
per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For
the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024, we incurred $7,000 and $0,
respectively, in fees for these services, of which such amount is included in due to Sponsor in the balance sheets of the financial statements
included elsewhere this Report.
**
*Underwriting Agreement*
We granted the Underwriters
a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units to cover over-allotments,
if any. On December 14, 2025, the Underwriters fully exercised their Over-Allotment Option.
The Underwriters were paid
a cash underwriting discount of $3,450,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally,
the Underwriters are entitled to the Deferred Fee of up to 4.00% of the gross proceeds of the Initial Public Offering, including pursuant
to the Over-Allotment Option held in the Trust Account, which equates to $6,900,000 in the aggregate and is payable to the Underwriters,
upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.
37
*Registration Rights
Agreement*
The
holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection
with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration
rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder
Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up
to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. CCM may only make a demand on one
occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, CCM may
participate in a piggy-back registration only during the seven-year period beginning on the effective date of the IPO Registration
Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
*Letter Agreement*
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
**Critical Accounting
Estimates and Standards**
The
preparation of the financial statements and notes thereto included elsewhere in this Report in conformity with accounting principles generally
accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during
the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that
the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could materially differ from those estimates.We believe that the following accounting policies involve a higher
degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates.
**Class A Ordinary
Shares Subject to Possible Redemption**
We
account for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, Distinguishing
Liabilities from Equity**. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments
and measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
our control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders equity.
All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence
of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders equity section of our balance sheet included elsewhere in this Report.
**Net Income (Loss)
Per Ordinary Share**
We
comply with the accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per
Ordinary Share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of Ordinary Shares
outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net income
(loss) pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary
Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is
not in excess of the fair value.
38
**Recent Accounting
Standards**
Management does not believe
that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect
on the consolidated financial statements and notes thereto included elsewhere in this Report.
**Item
7A. Quantitative and Qualitative Disclosures about Market Risk.**
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
**Item
8. Financial Statements and Supplementary Data.**
Reference is made to pages
F-1 through F-19 comprising a portion of this Report, which are incorporated herein by reference.
**Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.**
None.
**Item
9A. Controls and Procedures.**
**Evaluation of Disclosure Controls and Procedures**
Disclosure controls and procedures
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such
as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms.
Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated
to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the
supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31,
2025.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
**Managements Annual Report on Internal
Control over Financial Reporting**
This Report does not include
a report of Managements assessment regarding internal control over financial reporting or an attestation report of our registered
public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
****
**Changes in Internal Control over Financial
Reporting**
Not applicable.
**Item 9B. Other Information.**
**Trading Arrangements**
****
During the quarterly period
ended December 31, 2025, none of our directors or officers (as defined in Rule16a-1(f) promulgated under theExchange Act)
adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each
term is defined in Item408(a)ofRegulation S-K.
**Additional Information**
None.
**Item 9C. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections.**
Not applicable
39
**PART III**
**Item 10. Directors, Executive Officers and Corporate Governance.**
****
**Directors and Executive Officers**
As of the date of this Report,
our directors and officers are as follows:
|
Name |
|
Age |
|
Position | |
|
Dimitri Elkin |
|
57 |
|
Chief Executive Officer and Director | |
|
Jonathan Morris |
|
49 |
|
Chief Financial Officer | |
|
Julian Vickers |
|
59 |
|
Chairman of the Board of Directors | |
|
Bob Foresman |
|
57 |
|
Director | |
|
Olga Klimova |
|
54 |
|
Director | |
|
Greg Nelson |
|
57 |
|
Director | |
The experience of our directors
and executive officers is as follows:
****
**Mr.
Julian Vickers**, has served as our Chairman of the Board of Directors since December 2025. Mr. Vickers has 32 years of experience
in Natural Resources, through diverse roles as an exploration geologist, a management consultant and an investment banker. Mr. Vickers
currently serves as the Chairman and Founder of NRG, a specialist investment banking firm focused exclusively on the Oil and Gas, Oil
Services and Mining & Metals sectors. NRG focusses on Advisory, M&A, A&D and Capital Raising for companies in the sector and
combines Investment Banking experience with technical expertise and industry knowledge. Prior to founding NRG in 2015, Mr. Vickers was
Global Co-Headof Natural Resources Investment Banking for Barclays until 2015. He was also Global Head of Energy Investment Banking
for Citi until 2009. He was served as a Management Consultant with McKinsey & Company from 1994 to 1997 and was an Exploration Geologist
with Cominco. Mr. Vickers has a first class honour degree in Mining Geology from Imperial College, London and an MBA from the London Business
School. We believe Mr. Vickers is well-qualifiedto serve as the Chairman of the Board given his significant directorship experience,
in-depthknowledge of the capital markets and lengthy investing experience.
****
**Mr.
Dimitri Elkin**, has been our Chief Executive Officer and Director since inception. Mr. Elkin has over 25 years of experience
in private equity and investment banking. He previously served as the Chief Executive Officer of Twelve Seas Investment Company II, which
liquidated and returned funds held in trust to its shareholders in June 2024, Quadro Acquisition One Corp., which liquidated and returned
funds held in trust to its shareholders in May 2024, Twelve Seas Investment Company, which completed its initial business combination
with Brooge Holdings (Nasdaq: BROG), an oil storage company located in the United Arab Emirates, as discussed elsewhere in this Report,
and Ruslan Acquisition Corp., which liquidated and returned funds held in trust to its shareholders in 2009. From December 2017 until
December 2019, he served as Chief Executive Officer of Twelve Seas Investment Company. Since April 2013, Mr. Elkin has been a Founding
Partner of Twelve Seas Limited, and since 2016 he has been an advisor to Equinox Energy Capital, a private investment firm seeking to
deploy capital in renewable energy assets. From 2007 to April 2013, Mr. Elkin served as General Partner of UFG Private Equity, a mid-marketregional
buyout firm based in Moscow. From 2003 to 2006, Mr. Elkin was a Founding Partner at GIC Capital, a U.S. private equity firm. From 1998
to 2003, Mr. Elkin served as an investment executive at Kohlberg Kravis Roberts & Co., heading its activities in the former Soviet
Union and Eastern Europe. From 1996 to 1998, Mr. Elkin served as an investment banker at Lehman Brothers. Mr. Elkin previously served
as director of multiple corporate entities, including Kamaz, a Russian manufacturer of trucks, buses and engines, Imperial Porcelain Company
and Russian Alcohol. Mr. Elkin graduated from Moscow State University and received an MBA from Harvard Business School. We believe Mr.
Elkin is well-qualifiedto serve as a director given his extensive experience in banking, finance and investment.
****
**Mr.
Jonathan Morris**, has been our Chief Financial Officer since inception. Mr. Morris has over 23 years of experience as a finance
executive through various roles including as a principal, operator and advisor. Until April 2025 he served as the Chief Financial Officer
of Global Blockchain Acquisition Corp. (Nasdaq: GBBK), a blank check company which went public in May 2022, and which in April 2025 announced
that it would cease its operations and return funds held in trust to its public shareholders, as discussed elsewhere in this Report.
He currently serves as Chief Financial Officer of ESH Acquisition Corp. (Nasdaq: ESHA), a blank check company which went public in June
2023, raising $115,000,000, which is currently searching for an initial business combination, and he previously served as the Chief Financial
Officer of Twelve Seas Investment Company II, which liquidated and returned funds held in trust to its shareholders in June 2024, as well
as the Chief Development Officer of TLG Acquisition One Corp. (TLG), which completed an initial business combination with
Electriq Power, a provider of intelligent energy storage and management for homes and small businesses, in August 2023, as discussed elsewhere
in this Report; the combined company filed for Chapter 7 bankruptcy in May 2024; and as a Director of Quadro Acquisition One Corp.,
which liquidated and returned funds held in trust to its shareholders in May 2024. Mr. Morris has led principal investments and structuring
at a large private family office. Mr. Morris served at Blackstone Group, Inc., from 2012 to 2016, and was on the board of directors of
SunGard AS, from 2014 to 2016. From 2005 to 2012 he was in the TMT Investment Banking Group of Credit Suisse. Mr. Morris began his career
in 1997 within the private equity division of Lombard, Odier et Cie, private bank in Switzerland. Mr. Morris also currently serves as
Chief Financial Officer of FreeCast Inc and Hush Aerospace. Mr. Morris holds bachelors degree in Finance from the University of Virginia
and an MBA from Georgetown University.
****
40
****
**Mr.
Bob Foresman**, has served as an independent director December 2025. Mr. Foresman currently serves as a Director of Centurion
Acquisition Corp. (Nasdaq: ALF), a blank check company which went public in June 2024, raising $287,500,000, which is currently searching
for an initial business combination. From November 2021 until January 2023, he served as a Director of Ascendant Digital Acquisition Corp.
III., which liquidated and returned funds held in trust to its shareholders in February 2023.From July 2020 until July 2021 he served
as a Director of Ascendant Digital Acquisition Corp., which completed an initial business combination in July 2021 with Beacon Street
Group LLC, a digital subscription services platform; a total of 93.6% of Ascendant Digital Acquisition Corps public shares were redeemed
in its initial business combination. From 2007 until 2009, he served as a Director of Global Consumer Acquisition Corporation, resigning
prior to its initial business combination. Mr. Foresman served as Vice Chairman of UBS Investment Bank (NYSE: UBS), based in New York,
from October 2016 to April 2020. Mr. Foresman was also Chairman of OOO UBS Bank in Russia as well as UBS Group country head for Russia
and the Commonwealth of Independent States region (CIS) from January 2018 to April 2020. Prior to joining UBS, Mr. Foresman
was the Barclays Group (OTC: BCLYF) country head (from December 2009 to April 2016) for Russia and the wider region, where he represented
and coordinated the activities of Barclays Group in the region, including investment banking and wealth management. Prior to his work
at Barclays, Mr. Foresman was Deputy Chairman of Renaissance Capital (from August 2006 to November 2009, Chairman of the Management Committee
for Russia and the CIS at Dresdner Kleinwort Wasserstein (from January 2001 to June 2006) and head of investment banking for Russia and
the CIS at ING Barings (from August 1997 to December 2000). Mr. Foresman also ran the Ukrainian Privatization Advisory office of the International
Finance Corporation (IFC) from June 1993 to November 1995 in Kyiv and worked on private equity and project finance transactions
as an investment officer at IFCs head office in Washington, DC. Mr. Foresman also currently serves of the board of Miami Steel, a micro
steel mill project in South Florida. Mr. Foresman has been a member of the Board of Counselors of the East West Institute since September
2012; a member of the advisory board of Harvard Universitys David Center for Russian and Eurasian Studies since January 2016; and a lifetime
member of the Council on Foreign Relations since March 2015. Mr. Foresman graduated from Harvard Universitys Graduate School of Arts
& Sciences in 1993 and Bucknell University in 1990. Mr. Foresman also received a certificate from the Moscow Energy Institute in 1989.
We believe Mr. Foresman is well-qualifiedto serve as an independent director given his significant directorship experience, in-depthknowledge
of the capital markets and lengthy investing experience.
****
**Mr.
Gregory Nelson,** has served as an independent director December 2025. Mr. Nelson has over 30 years of experience as a finance
and investment banking executive and advisor. Since 2014, Mr. Nelson has served as a Managing Director of TAG Financial Institutions Group,
LLC, a boutique investment banking firm focused on the Financial Services industry, and as a Director of Quadro Acquisition One Corp.,
which liquidated and returned funds held in trust to its shareholders in May 2024. Prior to these roles, Mr. Nelson served as a Senior
Vice President of U.S. Re Companies from 2007 to 2014, where he oversaw corporate development and managed the day-to-dateoperations
of its broker-dealersubsidiary. Previously, during the period from 2001 to 2007, Mr. Nelson worked in investment banking positions
of increasing responsibility with Bear Stearns & Company, Friedman, Billings, Ramsey & Co., and Banc of America Securities, respectively.
Prior to entering the investment banking industry, Mr. Nelson worked in corporate accounting and finance positions with the Allstate Corporation
and Amerin Guaranty Corp. (now part of Radian Group). He began his career in public accounting in 1991. Mr. Nelson earned his BBA in Accounting
from Western Michigan University and his M.B.A. from the University of Chicago Booth School of Business. We believe Mr. Nelson is well-qualifiedto
serve as an independent director given his extensive experience in banking, finance and investments.
**Ms.
Olga Klimova,** has served as an independent director since December 2025. Ms. Klimova brings over 25 years of capital markets
experience to her role as independent director. Since September 2022, Ms. Klimova has been serving as a managing director of Rainmaker
Securities LLC, a mid-marketinvestment bank and FINRA registered broker-dealerthat specializes in private equity market-making,
capital formation and mergers & acquisitions. In addition, she operates her own financial services-focusedconsultancy since
April 2022. From 2011 until March 2022, she served as a managing director in the New York office of Sber CIB, managing Sbers Global
Markets equities and fixed income distribution.
Ms.
Klimovas professional journey includes significant tenures at UBS Investment Bank (2000-2011), Bank Austria (now part of Unicredit,
1996-2000), and Sber CIB (2011-2022). At UBS, she led the global Emerging Markets ex Asia institutional sales team and played a key role
in integrating the Pactual acquisition in Brazil. During her time at Sber CIB, Ms. Klimova built and managed Institutional Equities and
Fixed Income distribution, focusing on internationalizing and expanding the business. Under her leadership, her equity team consistently
achieved top ratings in Institutional Investor and Extel surveys. Throughout her career, Ms. Klimova has been heavily involved in pitching
and executing IPOs across various industries. She has advised major institutions on a wide range of topics related to Emerging Markets
investing, from macroeconomic factors and regulations to individual stock selection. Based primarily in the United States, Ms. Klimova
has cultivated strong relationships with an array of U.S. and global asset managers and hedge funds. Ms. Klimova graduated with honours from Moscow
Technical University and has furthered her education with various economics and finance courses at the New York Institute of Finance.
She has also completed a Corporate Director course at Harvard Business School and holds the Chartered Financial Analyst (CFA) designation.
We believe Ms. Klimova is well-qualifiedto serve as an independent director given her extensive experience in banking, finance
and investment.
**Family Relationships**
No family relationships
exist between any of our directors or executive officers.
41
**Involvement in Certain Legal Proceedings**
There are no material proceedings
to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or
integrity of any director or officer.
****
**Number and Terms of Office of Officers and
Directors**
****
Our
Board of Directors consists of five (5) members and is divided into three classes with only one class of directors being appointed in
each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-yearterm.
Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the
appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special
Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving
a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such
matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary
Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in
respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders. The term of office
of the first class of directors, which consists of Mr. Foresman, will expire at our first annual general meeting. The term of office of
the second class of directors, which consists of Ms. Klimova and Mr. Nelson, will expire at the second annual general meeting. The term
of office of the third class of directors, which consists of Mr. Elkin and Mr. Vickers, will expire at the third annual general meeting.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after
our first fiscal year end following our listing on Nasdaq.
Our
officers are appointed by the Board of Directors and serve at the discretion
of the Board of Directors,
rather than for specific terms of office. Our Board of Directors is authorized
to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.
****
**Committees of the Board of Directors**
****
Our
Board of Directors has established two standing committees: the
Audit Committee and the Compensation Committee. Subject to phase-inrules,
the Nasdaq Rules and Rule 10A-3of the Exchange Act require that
the audit committee of a listed company be comprised solely of independent directors. Each committee operates under
a charter that has been approved by our Board and
has the composition and responsibilities described below.
****
**Audit Committee**
****
Our
Board of Directors established the Audit Committee. Ms. Klimova and Messrs. Vickers and Nelson serve as the members of our Audit Committee.
Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent.
Ms. Klimova and Messrs. Vickers and Nelson are each independent.
Mr.
Nelson serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors
has determined that Mr. Nelson qualifies as an audit committee financial expert as defined in the applicable SEC rules.
We
have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:
|
| assisting Board oversight of (1) the integrity
of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting
firms qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting
firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting
firm and any other independent registered public accounting firm engaged by us; | |
|
| pre-approvingall audit and non-auditservices
to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and
establishing pre-approvalpolicies and procedures; reviewing and discussing with the independent registered public accounting firm
all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; | |
|
| setting clear policies for audit partner rotation
in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered
public accounting firm describing (1) the independent registered public accounting firms internal quality-controlprocedures and
(2) any material issues raised by the most recent internal quality-controlreview, or peer review, of the independent registered
public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years
respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | |
|
| meeting to review and discuss our annual audited
financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including
reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations;
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-Kpromulgated
by the SEC prior to us entering into such transaction; | |
42
|
| reviewing with management, the independent registered
public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence
with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial
statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other
regulatory authorities; | |
|
| advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and
to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and | |
|
| implementing and overseeing our cybersecurity and information security policies, and periodically reviewing
the policies and managing potential cybersecurity incidents. | |
**Compensation Committee**
****
Our
Board of Directors has established the Compensation Committee. The members of our Compensation Committee are Mr. Vickers and Mr. Foresman.
Mr. Foresman serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a
compensation committee of at least two members, all of whom must be independent. Mr. Vickers and Mr. Foresman are each independent.
We
have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:
|
| reviewing and approving on an annual basis the
corporate goals and objectives relevant to our chief executive officers compensation, evaluating our Chief Executive Officers performance
in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on
such evaluation; | |
|
| reviewing and making recommendations to our Board of Directors with respect to the compensation, and any
incentive compensation and equity-basedplans that are subject to board approval of all of our other officers; | |
|
| reviewing our executive compensation policies and plans; | |
|
| implementing and administering our incentive compensation equity-basedremuneration plans; | |
|
| assisting Management in complying with our proxy statement and annual report disclosure requirements; | |
|
| approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our executive officers and employees; | |
|
| producing a report on executive compensation to be included in our annual proxy statement; | |
|
| reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and | |
|
| advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of
it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange
and subject to the SEC Clawback Rule. | |
**Code of Ethics**
****
We have adopted the Code of
Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant
any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable
SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our
website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references
to our website are intended to be inactive textual references only.
The foregoing description
of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,
a copy of which is attached hereto as Exhibit 14.
43
**Trading Policies**
On December 10, 2025, we adopted
the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,
which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules stock
exchange listing standards.
The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.
**Item 11. Executive Compensation.**
None
of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying
any fees (including advisory fees), reimbursements or cash payments to our Sponsor,
officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial
Business Combination, including the following payments, all of which,
if made prior to the completion of our initial Business Combination, will
be paid from funds held outside the Trust Account:
|
| Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor, pursuant to the IPO Promissory
Note and organizational expenses; | |
|
| Reimbursement for office space, utilities and secretarial and administrative support made available to
us by an affiliate of our Sponsor, in an amount equal to $10,000 per month, pursuant to the Administrative Services Agreement; | |
|
| Payment of consulting, success or finder fees to our Sponsor, directors, officers, advisors, or their
respective affiliates in connection with the consummation of our initial Business Combination; | |
|
| We may engage our Sponsor or an affiliate
of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such
person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; | |
|
| Reimbursement for any out-of-pocketexpenses related to identifying, investigating, negotiating and
completing an initial Business Combination; | |
|
| Repayment of Working Capital Loans which may be made by our Sponsor or an affiliate of our Sponsor or
certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to
$1,500,000 of such Working Capital Loans may be convertible into units of the post-BusinessCombination entity at a price of $10.00
per unit at the option of the lender. Such units (and underlying securities) would be identical to the Private Placement Units. Except
for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect
to such Working Capital Loans; and | |
|
| Our independent directors have received, for their services as directors,
an indirect interest in an aggregate of 250,000 Founder Shares through membership interests in our Sponsor. |
|
After
the completion of our initial Business Combination, directors or members
of our Management Team who remain with us may be paid consulting or management
fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination.
We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.
It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination,
because the directors of the post-combinationbusiness will be responsible for determining executive officer and director compensation.
Any
compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for
determination, either by the Compensation Committee or by a majority of
the independent directors on our Board of Directors.
We
do not intend to take any action to ensure that members of our Management Team maintain
their positions with us after the consummation of our initial Business Combination,
although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial Business Combination. The existence or terms of any
such employment or consulting arrangements to retain their positions with us may influence our Managements motivation
in identifying or selecting a target business, but we do not believe that
the ability of our Management to remain with us after the consummation
of our initial Business Combination will be a determining factor in our
decision to proceed with any potential Business Combination. We are not
party to any agreements with our officers and directors that provide for benefits upon termination of employment.
44
**Compensation Recovery and Clawback Policy**
On September 8, 2025, our
Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules,
as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report
were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback
Policy, a copy of which is attached hereto as Exhibit 97.
**Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.**
The following table sets
forth information regarding the beneficial ownership of our Ordinary Shares as of March 30, 2026 based on information obtained
from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
|
| each
person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; |
|
|
| each
of our executive officers and directors that beneficially owns our Ordinary Shares; and |
|
|
| all
our executive officers and directors as a group. |
|
In the table below, percentage
ownership is based on 23,437,500 Ordinary Shares, consisting of (i) 17,745,000 Class A Ordinary Shares and (ii) 5,692,500 Class B Ordinary
Shares, issued and outstanding as of March 30, 2026. On all matters to be voted upon, except for (x)
the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands,
holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable
law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them. The following table does not reflect record or beneficial ownership of the Rights as these Rights are not exercisable within 60days of the date of this Report.
|
| |
ClassA Ordinary Shares | | |
ClassB Ordinary Shares | |
Approximate
Percentage | |
|
Name and Address of Beneficial Owner (1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage ofClass | | |
Number of Shares Beneficially Owned (2) | | |
Approximate Percentage ofClass | | |
of Total Outstanding Ordinary Shares | |
|
Twelve Seas Sponsor LLC(3) | |
| 300,000 | | |
| 1.69 | % | |
| 5,692,500 | | |
| | | |
| 100.00 | % | |
25.57% | |
|
Dimitri Elkin | |
| 300,000 | | |
| 1.69 | % | |
| 5,692,500 | | |
| | | |
| 100.00 | % | |
25.57% | |
|
Jonathan Morris | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
Julian Vickers | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
Bob Foresman | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
Olga Klimova | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
Greg Nelson | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
All officers and directors ass a group (6 persons) | |
| 300,000 | | |
| 1.69 | % | |
| 5,692,500 | | |
| | | |
| 100.00 | % | |
25.57% | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
Other 5% Shareholders | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
| |
|
Linden Parties (4) | |
| 900,000 | | |
| 5.1 | % | |
| | | |
| | | |
| | |
|
|
| |
|
Tenor Parties (5) | |
| 800,000 | | |
| 5.2 | % | |
| | | |
| | | |
| | |
|
|
| |
|
Entities affiliated with Adage (6) | |
| 1,350,000 | | |
| 7.61 | % | |
| | | |
| | | |
| | |
|
|
| |
|
(1) | Unless otherwise noted, the principal business address of each of the following entities or individuals
is c/o Twelve Seas Investment Company, 2685 Nottingham Avenue, Los Angeles, CA 90027. | |
|
(2) | Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B
Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of
our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. | |
45
|
(3) | Twelve Seas Sponsor LLC, our Sponsor, is the record holder of 5,692,500
Ordinary Shares and 300,000 Private Placement Shares. Dimitri Elkin, currently our director and Chief Executive Officer, is the managing
member of Twelve Seas Holdings LLC, the managing member of Twelve Seas Sponsor LLC and holds sole voting and investment discretion with
respect to the Ordinary Shares held of record by the Sponsor. Mr. Elkin disclaims any beneficial ownership of the securities held by the
Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. All of our officers, directors
and our advisors are members of our Sponsor. Our independent directors will indirectly hold an aggregate of 250,000 Founder Shares through
our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest
they may have therein, directly or indirectly. | |
|
(4) | According to a Schedule 13G filed with the SEC on December 19, 2025 by (i) Linden Capital L.P., a Bermuda
limited partnership (Linden Capital), (ii) Linden GP LLC, a Delaware limited liability company (Linden GP),
(iii) Linden Advisors LP, a Delaware limited partnership (Linden Advisors), and (iv) Siu Min (Joe) Wong, a citizen of Hong
Kong and the United States (Mr. Wong and collectively with Linden Capital, Linden GP and Linden Advisors, the Linden
Parties) in connection with the Public Shares held for the account of Linden Capital and one or more separately managed accounts
(the Managed Accounts). Linden GP is the general partner of Linden Capital. Linden Advisors is the investment manager of
Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person
of Linden Advisors and Linden GP. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10,
Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York,
New York 10022. | |
|
(5) | According to a Schedule 13G filed with the SEC on December 19, 2025 by (i) Tenor Capital Management Company,
L.P, a Delaware limited partnership (Tenor Capital), (ii) Tenor Opportunity Master Fund, Ltd. a Cayman Islands exempted
company (the Master Fund) and (iii) Robin Shah, a citizen of the United States (Mr. Shah, and collectively
with Tenor Capital and the Master Fund, the Tenor Parties). The Public Shares are held by the Master Fund and Tenor Capital
serves as the investment manager to the Master Fund. Mr. Shah serves as the managing member of Tenor Management GP, LLC, the general partner
of Tenor Capital. By virtue of these relationships, the Tenor Parties may be deemed to have shared voting and dispositive power with respect
to the Public Shares owned directly by the Master Fund. The principal business address of each of the Tenor Parties is 810 Seventh Avenue,
Suite 1905, New York, NY 10019. | |
|
(6) | According to a Schedule 13G filed with the SEC on February 12, 2026 by Adage Capital Management, L.P., Robert Atchinson and Phillip
Gross. Adage Capital Management, L.P., a Delaware limited partnership (ACM), is the investment manager of Adage Capital Partners,
L.P., a Delaware limited partnership (ACP), with respect to the Class A Ordinary Shares, directly held by ACP. The address
of the principal business office of each of the Reporting Persons and Messrs. Atchinson and Gross is 200 Clarendon Street, 52nd Floor,
Boston, MA 02116. | |
**Securities Authorized for Issuance under Equity
Compensation Plans**
None.
**Changes in Control**
None.
**Item 13. Certain Relationships and
Related Transactions, and Director Independence.**
On
December 4, 2024, our Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of our offering costs in the Initial Public
Offering in exchange for 4,933,500 Founder Shares. In December 2024, we capitalized $75.90 standing to the credit of our share premium
account and issued an additional 759,000 Founder Shares to our Sponsor in a share capitalization, resulting in our Sponsor holding an
aggregate of 5,692,500 Founder Shares (up to 742,500 of which were subject to forfeiture depending on the extent to which the Over-AllotmentOption
was exercised).
46
The
number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would
be a maximum of 17,250,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would
represent 25% of the outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares). Up to 742,500
of the Founder Shares were to be surrendered for no consideration depending on the extent to which the underwriters the Over-Allotment
Option was exercised. On December 15, 2025, the Underwriters fully exercised their Over-Allotment Option and such 742,500 Founder Shares
are no longer subject to forfeiture.
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Unis Purchase Agreements, we completed the private
sale of an aggregate of 495,000 Private Placement Units to our Sponsor and CCM in the Private Placement at a purchase price of $10.00
per Private Placement Unit, generating gross proceeds to our Company of $4,950,000. Of those 495,000 Private Placement Units, (i) the
Sponsor purchased 300,000 Private Placement Units and (ii) CCM purchased 195,000 Private
Placement Units The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities),
except that so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and the underlying securities)
(i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion
of our initial Business Combination and (ii) will be entitled to registration.
Prior
to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers
or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render
in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business
Combination, will be paid from funds held outside the Trust Account.
Commencing
on December 11, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $10,000
per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For
the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024, we incurred $7,000 and $0,
respectively, in fees for these services, of which such amount is included in accrued expenses in the balance sheet of the financial statements
included elsewhere this Report.
Prior to the closing of our
Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses
related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025
or the completion of our Initial Public Offering. The loan of $300,000 was fully repaid upon the consummation of our Initial Public Offering
on December 15, 2025. No additional borrowing is available under the IPO Promissory Note.
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination,
we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price
of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).
Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist
with respect to such Working Capital Loans. As of December 31, 2025 and the period from August 14, 2024 (inception) through December 31,
2024, we did not have any borrowings under any Working Capital Loans.
We
have until the end of the Combination Period to consummate an initial Business Combination, or until such earlier liquidation date as
our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate
our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles
to further extend the Combination Period. If we seek shareholder approval for an extension, our Public Shareholders will be offered an
opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public
Shares, subject to applicable law.
Any
of the foregoing payments to our Sponsor, repayments of pursuant to the IPO Promissory Note issued to our Sponsor or repayments of any
Working Capital Loans prior to our initial Business Combination, have been and will continue to be made using funds held outside the Trust
Account.
47
After
our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from
the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation
or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known
at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination,
as applicable, as it will be up to the directors of the post-combinationbusiness to determine executive and director compensation.
The
holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection
with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration
rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder
Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up
to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. CCM may only make a demand on one
occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, CCM may
participate in a piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration
Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to
liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial
Business Combination within the Combination Period. However, if they acquired Public Shares in, or acquire Public Shares after,
the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public
Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
**Director Independence**
****
Nasdaq Rules require that a majority of our Board of Directors be independent
within one year of our Initial Public Offering. An independent director is defined generally as a person who, in the opinion
of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder
or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Julian Vickers,
Bob Foresman, Greg Nelson and Olga Klimova are independent directors as defined in the Nasdaq Rules and applicable SEC rules.
Our independent directors have regularly scheduled meetings at which only independent directors are present.
48
**
**Item 14. Principal Accountant
Fees and Services.**
The following is a summary
of fees paid or to be paid to Withum for services rendered.
**
**Audit Fees**
****
Audit fees consist of the
aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided
by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of
our annual financial statements for the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December
31, 2024 totaled approximately $120,640 and $11,440, respectively. The above amounts include interim procedures and audit fees, as well
as attendance at Audit Committee meetings.
**
**Audit-Related Fees**
Audit-related fees consist
of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of
our financial statements and are not reported under Audit Fees. These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related
fees for the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024.
**Tax Fees**
Tax
fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.
We paid $2,080 and $0, respectively, to Withum for tax services for the year ended December 31, 2025 and the period from August 14, 2024
(inception) through December 31, 2024.
**
**All Other Fees**
All
other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for
the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024.
**Pre-Approval Policy**
Our Audit Committee was formed
upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation
of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted
non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the
audit).
49
**PART IV**
**Item 15. Exhibit and Financial Statement
Schedules.**
|
|
(a) |
The following documents are filed as part of this Report: | |
(1) Financial Statements
|
|
|
Page |
| |
|
|
|
|
| |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) |
|
F-2 |
| |
|
|
|
|
| |
|
Financial
Statements: |
|
|
| |
|
|
|
|
| |
|
Balance Sheets as of December 31, 2025 and 2024 |
|
F-3 |
| |
|
|
|
|
| |
|
Statements of Operations for the year Ended December 31, 2025 and for the period from August 14, 2024 (inception) through December 31, 2024 |
|
F-4 |
| |
|
|
|
|
| |
|
Statements of Changes in Shareholders (Deficit) Equity for the year Ended December 31, 2025 and for the period from August 14, 2024 (inception) through December 31, 2024 |
|
F-5 |
| |
|
|
|
|
| |
|
Statements of Cash Flows for the year Ended December 31, 2025 and 2025 and for the period from August 14, 2024 (inception) through December 31, 2024 |
|
F-6 |
| |
|
|
|
|
| |
|
Notes to Financial Statements |
|
F-7
to F-19 |
| |
(2) Financial Statement Schedules
All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented
in the financial statements and notes thereto beginning on page F-1 of this Report.
(3) Exhibits
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on
the SEC website at www.sec.gov.
**Item 16. Form 10-K Summary.**
Omitted at our Companys
option.
50
**TWELVE SEAS INVESTMENT COMPANY III**
****
**INDEX TO FINANCIAL STATEMENTS**
|
Report of Independent Registered Public Accounting Firm |
F-2 | |
|
Financial
Statements: |
| |
|
Balance Sheets as of December 31, 2025 and 2024 |
F-3 | |
|
Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 14, 2024 (Inception) through December 31, 2024 |
F-4 | |
|
Statements of Changes in Shareholders (Deficit) Equity for the Year Ended December 31, 2025 and for the Period from August 14, 2024 (Inception) through December 31, 2024 |
F-5 | |
|
Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from August 14, 2024 (Inception) through December 31, 2024 |
F-6 | |
|
Notes to Financial Statements |
F-7 to F-19 | |
F-1
**Report of Independent Registered Public Accounting Firm**
To the Shareholders the Board of Directors of
Twelve Seas Investment Company III
**Opinions on the Financial Statements**
We have audited the accompanying balance sheets of Twelve Seas Investment
Company III (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders
deficit*,*and cash flows, for the year ended December 31, 2025 and for the period from August 14, 2024 (Inception) to December 31,
2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of Twelve Seas Investment Company III as of December 31, 2025 and 2024,
and the results of its operations and its cash flows for the year ended December 31, 2025, and the period from August 14, 2024 (Inception)
to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
**Going Concern Uncertainty**
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company
does not have sufficient cash and working capital to sustain its operations for a reasonable period of time, which is considered to be
one year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Companys
ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
****
**Basis for Opinions****
These financial statements are the responsibility of the entitys
management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to Twelve Seas Investment Company III in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. Twelve Seas Investment Company III is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
PCAOB ID Number 100
We have served as the Companys auditor
since 2024.
NewYork, NewYork
March 30, 2026
F-2
****
**TWELVE SEAS INVESTMENT COMPANY III**
**BALANCE SHEETS**
****
|
| |
December31, 2025 | | |
December31, 2024 | | |
|
| |
| | |
| | |
|
ASSETS | |
| | |
| | |
|
Current assets | |
| | |
| | |
|
Cash | |
$ | 693,507 | | |
$ | 25,080 | | |
|
Prepaid expenses | |
| | | |
| 9,631 | | |
|
Due from Sponsor | |
| 34,258 | | |
| | | |
|
Prepaid insurance | |
| 75,000 | | |
| | | |
|
Total Current Assets | |
| 802,765 | | |
| 34,711 | | |
|
| |
| | | |
| | | |
|
Deferred offering costs | |
| | | |
| 47,235 | | |
|
Long-term prepaid insurance | |
| 70,625 | | |
| | | |
|
Marketable securities held in Trust Account | |
| 172,766,306 | | |
| | | |
|
TOTAL ASSETS | |
$ | 173,639,696 | | |
$ | 81,946 | | |
|
| |
| | | |
| | | |
|
LIABILITIES AND SHAREHOLDERS DEFICIT | |
| | | |
| | | |
|
Current liabilities | |
| | | |
| | | |
|
Accrued expenses | |
$ | 74,840 | | |
$ | | | |
|
Accrued offering costs | |
| 91,550 | | |
| 13,670 | | |
|
Due to Sponsor | |
| 7,000 | | |
| | | |
|
IPO Promissory Note | |
| | | |
| 60,500 | | |
|
Total current liabilities | |
| 173,390 | | |
| 74,170 | | |
|
Deferred Fee | |
| 6,900,000 | | |
| | | |
|
TOTAL LIABILITIES | |
| 7,073,390 | | |
| 74,170 | | |
|
| |
| | | |
| | | |
|
Commitments (see Note 6) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 17,250,000 shares and 0 shares issued and outstanding at redemption value of approximately $10.01 per share and $0 per share as of December 31, 2025 and 2024, respectively | |
| 172,766,306 | | |
| | | |
|
| |
| | | |
| | | |
|
Shareholders (Deficit) Equity | |
| | | |
| | | |
|
Preference Shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| | | |
| | | |
|
ClassA Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 495,000 and 0 shares issued and outstanding (excluding 17,250,000 and 0 shares subject to possible redemption) at December 31, 2025 and2024, respectively | |
| 50 | | |
| | | |
|
ClassB Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,692,500 shares issued and outstanding at December 31, 2025 and2024(1) | |
| 569 | | |
| 569 | | |
|
Additional paid-in capital | |
| | | |
| 24,431 | | |
|
Accumulated deficit | |
| (6,200,619 | ) | |
| (17,224 | ) | |
|
Total Shareholders (Deficit) Equity | |
| (6,200,000 | ) | |
| 7,776 | | |
|
TOTAL LIABILITIES AND SHAREHOLDERS (DEFICIT) EQUITY | |
$ | 173,639,696 | | |
$ | 81,946 | | |
| (1) | Includes up to 742,500 ClassB Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result of, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture (see Note7). | |
The accompanying notes are an integral part of
these financial statements.
F-3
**TWELVE SEAS INVESTMENT COMPANY III**
**STATEMENTS OF OPERATIONS**
|
| |
For the Year Ended December 31, 2025 | | |
For the Period from August 14,
2024 (inception) through December 31, 2024 | | |
|
General and administrative costs | |
$ | 229,278 | | |
$ | 17,224 | | |
|
Loss from operations | |
| (229,278 | ) | |
| (17,224 | ) | |
|
| |
| | | |
| | | |
|
OTHER INCOME | |
| | | |
| | | |
|
Dividends earned on marketable securities held in Trust Account | |
| 266,306 | | |
| | | |
|
Total other income | |
| 266,306 | | |
| | | |
|
| |
| | | |
| | | |
|
NET INCOME (LOSS) | |
$ | 37,028 | | |
$ | (17,224 | ) | |
|
| |
| | | |
| | | |
|
Weighted average shares outstanding, Redeemable Class A Ordinary Shares | |
| 803,425 | | |
| | | |
|
Basic and Diluted and diluted net income per share, Redeemable Class A Ordinary Shares | |
$ | 0.01 | | |
$ | | | |
|
Weighted average shares outstanding, Non-redeemable Class A and Class B Ordinary Shares(1) | |
| 5,007,637 | | |
| 4,950,000 | | |
|
Basic net income (loss) per share, Non-redeemable Class A and Class B Ordinary Shares | |
$ | 0.01 | | |
$ | (0.00 | ) | |
|
Weighted average shares outstanding, Non-redeemable Class A and Class B Ordinary Shares(1) | |
| 5,261,918 | | |
| 4,950,000 | | |
|
Diluted net income (loss) per share, Non-redeemable Class A and Class B Ordinary Shares | |
$ | 0.01 | | |
$ | (0.00 | ) | |
| (1) | Includes up to 742,500 ClassB Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result of, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture (see Note7). | |
The accompanying notes are an integral part of
these financial statements.
F-4
**TWELVE SEAS INVESTMENT COMPANY III**
**STATEMENTS OF CHANGES IN SHAREHOLDERS
DEFICIT**
**FOR THE YEAR ENDED DECEMBER 31, 2025 AND**
**FOR THE PERIOD FROM AUGUST 14, 2024 (INCEPTION)
THROUGH DECEMBER 31, 2024**
****
|
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders (Deficit) | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | | |
|
Balance August 14, 2024 (Inception) | |
| | | |
$ | | | |
| | | |
$ | | | |
$ | | | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Issuance of Ordinary Shares to Sponsor(1) | |
| | | |
| | | |
| 5,692,500 | | |
| 569 | | |
| 24,431 | | |
| | | |
| 25,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (17,224 | ) | |
| (17,224 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance December 31, 2024 | |
| | | |
| | | |
| 5,692,500 | | |
| 569 | | |
| 24,431 | | |
| (17,224 | ) | |
| 7,776 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Accretion for Class A Ordinary Shares to redemption amount | |
| | | |
| | | |
| | | |
| | | |
| (7,349,741 | ) | |
| (6,220,423 | ) | |
| (13,570,164 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Sale of 495,000 Private Placement Units | |
| 495,000 | | |
| 50 | | |
| | | |
| | | |
| 4,949,950 | | |
| | | |
| 4,950,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Fair value of Rights included in Public Units | |
| | | |
| | | |
| | | |
| | | |
| 2,553,000 | | |
| | | |
| 2,553,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Allocated value of transaction costs to Rights and Private Placement Units | |
| | | |
| | | |
| | | |
| | | |
| (177,640 | ) | |
| | | |
| (177,640 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 37,028 | | |
| 37,028 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance December 31, 2025 | |
| 495,000 | | |
$ | 50 | | |
| 5,692,500 | | |
$ | 569 | | |
$ | | | |
$ | (6,200,619 | ) | |
$ | (6,200,000 | ) | |
| (1) | Includes up to 742,500 ClassB Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result of, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture (see Note7). | |
The accompanying notes are an integral part of
these financial statements.
F-5
**TWELVE SEAS INVESTMENT COMPANY III**
**STATEMENTS OF CASH FLOWS**
****
|
| |
For the Year Ended December 31, | | |
For the Period from August14, 2024 (Inception) Through December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Cash Flows from Operating Activities: | |
| | |
| | |
|
Net income (loss) | |
$ | 37,028 | | |
$ | (17,224 | ) | |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | | |
|
Dividends earned on marketable securities held in Trust Account | |
| (266,306 | ) | |
| | | |
|
General and administrative costs paid by Sponsor under IPO Promissory Noterelated party | |
| | | |
| 17,224 | | |
|
Payment of accrued expenses under IPO Promissory Note - related party | |
| 75,116 | | |
| | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Due from Sponsor | |
| (34,258 | ) | |
| | | |
|
Prepaid insurance | |
| (145,625 | ) | |
| | | |
|
Accrued expenses | |
| 74,840 | | |
| | | |
|
Due to Sponsor | |
| 7,000 | | |
| | | |
|
Net cash used in operating activities | |
| (252,205 | ) | |
| | | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| | | |
|
Investment of cash in Trust Account | |
| (172,500,000 | ) | |
| | | |
|
Net cash used in investing activities | |
| (172,500,000 | ) | |
| | | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities: | |
| | | |
| | | |
|
Proceeds from sale of Units, net of underwriting discounts paid | |
| 169,050,000 | | |
| | | |
|
Proceeds from sale of Private Placement Units | |
| 4,950,000 | | |
| | | |
|
Proceeds from sale of Founder Shares | |
| | | |
| 25,000 | | |
|
Proceeds from IPO Promissory Note related party | |
| 45,000 | | |
| 80 | | |
|
Repayment of IPO Promissory Note - related party | |
| (277,396 | ) | |
| | | |
|
Payment of offering costs | |
| (346,972 | ) | |
| | | |
|
Net cash provided by financing activities | |
| 173,420,632 | | |
| 25,080 | | |
|
| |
| | | |
| | | |
|
Net Change in Cash | |
| 668,427 | | |
| 25,080 | | |
|
Cash Beginning of period | |
| 25,080 | | |
| | | |
|
Cash End of period | |
$ | 693,507 | | |
$ | 25,080 | | |
|
| |
| | | |
| | | |
|
Non-Cash investing and financing activities: | |
| | | |
| | | |
|
Deferred offering costs included in accrued offering costs | |
$ | 91,550 | | |
$ | 13,670 | | |
|
Deferred offering costs paid by Sponsor under IPO Promissory Noterelated party | |
$ | 96,780 | | |
$ | 33,565 | | |
|
Prepaid expenses paid by Sponsor under IPO Promissory Noterelated party | |
$ | | | |
$ | 9,631 | | |
|
Deferred Fee | |
$ | 6,900,000 | | |
$ | | | |
****
The accompanying notes are an integral part of
these financial statements.
F-6
****
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
****
**Note1Organization
and Business Operations**
Twelve Seas Investment CompanyIII (the Company)
is a special purpose acquisition company incorporated as a Cayman Islands exempted company on August14, 2024. The Company was incorporated
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (the Business Combination). The Company has not selected any specific Business Combination
target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any
Business Combination target with respect to an initial Business Combination with the Company.
As of December 31, 2025, the Company had not commenced
any operations. All activity for the period from August14, 2024 (inception) through December 31, 2025 relates to the Companys
formation and the Initial Public Offering (as defined below) and subsequent to the Initial Public Offering, identifying a target company
for and consummating a Business Combination. The Company will not generate any operating revenue until after the completion of its initial
Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income on investments
from the proceeds derived from the Initial Public Offering. The Company has selected December31 as its fiscal year end.
The Registration Statement on Form S-1 for the
Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the SEC) on April 7, 2025, as
amended (File No. 333-286408) was declared effective on December 11, 2025 (the IPO Registration Statement). On December
15, 2025, the Company consummated the initial public offering of 17,250,000units (the Public Units), which included
the full exercise by the several underwriters of the Initial Public Offering (the Underwriters) of their over-allotment
option (the Over-Allotment Option) in the amount of 2,250,000 units (the Option Units) at $10.00 per Public
Unit, generating gross proceeds of $172,500,000 (the Initial Public Offering). Each Public Unit consists of one ClassA
ordinary share, par value $0.0001 per share, of the Company (each, a Class A Ordinary Share and with respect to the Class
A Ordinary Shares included in the Public Units, the Public Shares) and one right to receive one tenth (1/10) of a ClassA
Ordinary Share upon the consummation of the initial Business Combination (each a Public Right).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 495,000units (the Private Placement Units and, together with
the Public Units, the Units) at a price of $10.00 per Private Placement Unit, in a private placement to (i) the Companys
Sponsor Twelve Seas Sponsor, LLC (the Sponsor) and (ii) Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, the representative of the Underwriters (CCM), generating gross proceeds of $4,950,000 (the Private
Placement). Of those 495,000 Private Placement Units, (x) the Sponsor purchased 300,000 Private Placement Unitsand CCM has
purchased 195,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (each, a Private
Placement Share) and one right to receive one tenth (1/10) of one ClassA Ordinary Share upon the consummation of an initial
Business Combination (each, a Private Placement Right and together with a Public Right, a Right).
Transaction costs amounted to $10,928,498, consisting
of $3,450,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $6,900,000, and $578,498 of other offering costs.
The Companys management (Management)
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,
although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the
Deferred Fee).
The Business Combination must be with one or more
target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below)
(excluding the Deferred Fee held and taxes payable on the income earned on the Trust Account, if any) at the time of the signing an agreement
to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940,
as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business
Combination.
F-7
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
****
Following the closing of the Initial Public Offering,
on December 15, 2025, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the Initial Public Offering and Private Placement,
was placed in a trust account (the Trust Account), with Continental Stock Transfer & Trust Company (Continental)
acting as trustee. The funds are initially held in cash, including demand deposit accounts at a bank, or invested only in U.S.government
treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7
under the Investment Company Act, which invest only in direct U.S.government treasury obligations; the holding of these assets in
this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk
that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer
that the Company holds investments in the Trust Account, the Company may, at any time (based on Managements ongoing assessment
of all factors related to the potential status under the Investment Company Act), instruct Continental to liquidate the investments held
in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a
bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes,
if any, the proceeds from the Initial Public Offering and the Private Placement Unitswill not be released from the Trust Account
until the earliest of (i)the completion of the initial Business Combination, (ii)the redemption of the Public Shares if the
Company is unable to complete the initial Business Combination by December 15, 2027, 24 months from the closing of the Initial Public
Offering or by such earlier liquidation date as the Companys board of directors may approve (the Combination Period),
subject to applicable law, or (iii)the redemption of the Public Shares properly submitted in connection with a shareholder vote
to amend the Companys amended and restated memorandum and articles of association (the Amended and Restated Articles)
tomodify (1) the substance or timing of the Companys obligation to allow redemption in connection with the initial Business
Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination
Period or (2) any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business
Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors,
if any, which could have priority over the holders of the Public Shares (the Public Shareholders).
The Company will provide the Public Shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as
of twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held
in the Trust Account (less taxes payable, if any, but without deduction for any excise or similar tax that may be due or payable), divided
by the number of then outstanding Public Shares, subject to the limitations.
The amount in the Trust Account was $10.01 per
Public Share as of December 31, 2025. The Public Shares (as defined in Note 2) subject to possible redemption were recorded at redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) Topic480, Distinguishing Liabilities from
Equity.
The Company has only the duration of the Combination
Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the
Combination Period, the Company willas promptly as reasonably possible but not more than tenbusinessdays thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the
Public Shares and completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation
or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors
and subject to the other requirements of applicable law.
F-8
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
The Sponsor, officers and directors have entered
into a letter agreement, dated December 11, 2025 (the Letter Agreement) with the Company, pursuant to which they have agreed
to (i)waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection
with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures
to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business
Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing
of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public
Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions
relating to shareholders rights or pre-initial Business Combination activity; (ii)waive their rights to liquidating distributions
from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the
Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares
they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions
from assets outside the Trust Account; and (iii)vote any Founder Shares held by them and any Public Shares purchased during or after
the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance
with the requirements of Rule14e-5under the Securities Exchange Act of 1934, as amended (the ExchangeAct),
which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of
the Underwriters against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities
Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently
verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors
only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor would be able to satisfy
those obligations.
****
**Liquidity, Capital Resources and Going Concern**
As of December 31, 2025, the Company had $693,507
cash and working capital surplus of $629,375.
In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the
Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital
Loans). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000
of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00
per unit at the option of the lender. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans (see Note
5).
In connection with the Companys assessment
of going concern considerations in accordance with Accounting Standards Codification (ASC) 204-50, Presentation of
Financial Statements - Going Concern, the Companys management has since reevaluated the Companys liquidity and financial
condition, and determined that the Company still lacks the liquidity to sustain operations for a reasonable period of time, which is considered
to be one year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Companys
ability to continue as a going concern. Management plans to address this uncertainty with the Business Combination and with additional
financing. There is no assurance that additional financing or the Companys plans to complete the Business Combination will be successful.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
****
**NOTE 2SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES**
****
**Basis of Presentation**
The accompanying financial statements are presented
in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules
and regulations of the SEC. In the opinion of Management, the accompanying financial statements include all adjustments, consisting of
a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the
periods presented.
****
F-9
****
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
****
**Emerging Growth Company Status**
The Company is an emerging growth company,
as defined in Section2(a)of the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012,
(the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1)of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
****
**Use of Estimates**
The preparation of financial statements in conformity
with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities as of the date of the accompanying financial statements and the reported amounts of expenses during
the reporting period. Actual results could differ from those estimates.
Making estimates requires Management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
****
**Cash and Cash Equivalents**
The Company considers all short-term investments
with an original maturity of threemonths or less when purchased to be cash equivalents. The Company had $693,507 and $25,080 in
cash and no cash equivalents as of December 31, 2025, and 2024.
****
**Marketable Securities Held in Trust Account**
As of December 31, 2025, the assets held in the
Trust Account, amounting to $172,766,306, were held in money market funds.
****
**Concentration of Credit Risk**
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Companys financial condition, results of operations, and cash flows.
****
**Offering Costs Associated with the Initial
Public Offering**
The Company complies with the requirements of
the FASB ASCTopic 340-10-S99, Accounting for Offering Costs, and SEC Staff Accounting Bulletin Topic5A,Expenses
of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.
FASB ASC Topic 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of
convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from
the Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned
value of the Public Rights and then to the Public Shares. Offering costs allocated to Public Shares were charged to temporary equity,
and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders equity as the Rights, after
Managements evaluated that the Public Rights and Private Placement Units should be accounted for under equity treatment.
****
F-10
****
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
****
**Fair Value of Financial Instruments**
The fair value of the Companys assets and
liabilities, which qualify as financial instruments under FASB ASCTopic 820, Fair Value Measurements and Disclosures,
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature.
****
**Income Taxes**
The Company accounts for income taxes under FASB
ASC Topic740, Income Taxes (ASC 740), which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements
and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
Management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, and 2024, there were no unrecognized tax
benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the period presented.
****
**Rights**
The Company accounted for the Public Rights and
Private Placement Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance
contained in FASB ASC Topic815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the Rights
under equity treatment at their assigned values.
****
**Net Income (Loss) per Ordinary Share**
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, Earnings Per Share. The Company has two classes of Ordinary Shares, which are referred
to as redeemable Class A Ordinary Shares and non-redeemable Class A and Class B Ordinary Shares. Net income (loss) is shared pro rata
between the two classes of Ordinary Shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss)
per Ordinary Share is calculated by dividing the net income (loss) by the weighted average Ordinary Shares outstanding for the respective
period.
The calculation of diluted income (loss) per Ordinary
Share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment
Option and (iii) Private Placement, since the average price of the reporting periods was less than the exercise price and therefore, the
inclusion of such Rights under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of
future events.
F-11
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
The following table reflects the calculation of
basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
| |
FortheYearEnded
December 31,2025 | | |
For the Periodfrom August 14, 2024 (Inception) Through December 31,2024 | | |
|
| |
Redeemable Class A | | |
Non-redeemable Class A and Class B | | |
Redeemable Class A | | |
Non-redeemable Class A and Class B | | |
|
Basic net income (loss) per Ordinary Share: | |
| | |
| | |
| | |
| | |
|
Numerator: | |
| | |
| | |
| | |
| | |
|
Allocation of net income (loss) | |
$ | 5,119 | | |
$ | 31,909 | | |
$ | | | |
$ | (17,224 | ) | |
|
Denominator: | |
| | | |
| | | |
| | | |
| | | |
|
Basic weighted average Ordinary Shares outstanding | |
| 803,425 | | |
| 5,007,637 | | |
| | | |
| 4,950,000 | | |
|
Basic net income (loss) per Ordinary Share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | | | |
$ | (0.00 | ) | |
|
| |
FortheYearEnded December 31,2025 | | |
For the Periodfrom August 14, 2024 (Inception) Through December 31,2024 | | |
|
| |
Redeemable Class A | | |
Non-redeemable Class A and Class B | | |
Redeemable Class A | | |
Non-redeemable Class A and Class B | | |
|
Diluted net income (loss) per Ordinary Share: | |
| | |
| | |
| | |
| | |
|
Numerator: | |
| | |
| | |
| | |
| | |
|
Allocation of net income (loss) | |
$ | 4,905 | | |
$ | 32,123 | | |
$ | | | |
$ | (17,224 | ) | |
|
Denominator: | |
| | | |
| | | |
| | | |
| | | |
|
Diluted weighted average Ordinary Shares outstanding | |
| 803,425 | | |
| 5,261,918 | | |
| | | |
| 4,950,000 | | |
|
Diluted net income (loss) per Ordinary Share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | | | |
$ | (0.01 | ) | |
F-12
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
**Class A Ordinary Shares Subject to Possible
Redemption**
The Public Shares contain a redemption feature
that allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder
vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, Distinguishing
Liabilities from Equity, the Company classifies Class A Ordinary Shares subject to possible redemption outside of permanent equity
as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately
as they occur and will adjust the carrying value of Redeemable Shares to equal the redemption value at the end of each reporting period.
Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
value. The change in the carrying value of Redeemable Shares will result in charges against additional paid-in capital (to the extent
available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are
presented at redemption value as temporary equity, outside of the shareholders deficit section of the accompanying balance sheets.
As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheets are
reconciled in the following table:
|
Gross proceeds from the Initial Public Offering | |
$ | 172,500,000 | | |
|
Less: | |
| | | |
|
Proceeds allocated to Public Rights | |
| (2,553,000 | ) | |
|
Public Shares issuance costs | |
| (10,750,858 | ) | |
|
Plus: | |
| | | |
|
Remeasurement of carrying value to redemption value | |
| 13,570,164 | | |
|
| |
| | | |
|
Class A Ordinary Shares subject to possible redemption, December 31, 2025 | |
$ | 172,766,306 | | |
****
**Recent Accounting Pronouncements**
Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
****
**Note3Initial Public
Offering**
In the Initial Public Offering, the Company sold
17,250,000Public Units at a purchase price of $10.00 per Public Unit, which includes the full exercise of the Over-Allotment Option
in the amount of 2,250,000 Option Units. Each Public Unit consists of one ClassA Ordinary Share and one Public Right.
****
**Note4Private Placement**
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and CCM purchased an aggregate of 495,000 Private Placement Unitsat a price of $10.00 per Private Placement
Unit, or $4,950,000 in the aggregate. Of the 495,000 Private Placement Units, (i) the Sponsor purchased 300,000 Private Placement Units
and (ii) CCM purchased 195,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share and one Private
Placement Right. The Private Placement Units(and underlying securities) are identical to the Public Units (and underlying securities),
except as otherwise disclosed in the IPO Registration Statement.
F-13
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
The Sponsor and the Companys officers and
directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i)waive their redemption
rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or
an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company
determines it is desirable to facilitate the completion of the initial Business Combination; (ii)waive their redemption rights with
respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Companys
Amended and Restated Articles (A)to modify the substance or timing of the Companys obligation to allow redemption in connection
with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination
within the Combination Period or (B)with respect to any other material provisions relating to shareholders rights or pre-initial
Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their
Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be
entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete
the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account;
and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including
in open market and privately-negotiated transactions) in favor of the initial Business Combination.
****
**Note5Related Party
Transactions**
****
**Founder Shares**
On December4, 2024, the Sponsor paid $25,000,
or approximately $0.005 per share, in exchange for the issuance of 4,933,500 ClassB Ordinary Shares (such shares, the Founder
Shares), to the Company. In December2024, the Company issued an additional 759,000 Founder Shares to the Sponsor in a share
capitalization, resulting in the Sponsor holding an aggregate of 5,692,500 Founder Shares. Up to 742,500 of the Founder Shares may be
surrendered by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option is exercised. On December 15,
2025, the underwriters exercised their Over-Allotment Option in full. As a result of the full exercise by the Underwriter the 742,500
Class B Ordinary Shares are no longer subject to forfeiture.
On December 9, 2025, the Sponsor transferred an
aggregate of 250,000 Founder Shares to the directors of the Company in exchange for their services through the Companys initial
Business Combination. The transfer of the Founder Shares to the directors fall within the scope of FASB ASC Topic 718, Compensation-Stock
Compensation (ASC 718). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the assignment date. The total fair value of the 250,000 Founder Shares on December 9, 2025 was $370,750 or $1.48 per
share. The Company established the initial fair value Founder Shares on December 9, 2025, the date of the grant agreement, using a calculation
prepared by a third-party valuation team which takes into consideration a risk-free rate of 3.74%, implied market adjustment of 15.1%,
and implied share price of $9.85. The Founder Shares are subject to performance conditions (i.e., providing services through Business
Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation
of a Business Combination) in an amount equal to the Founder Shares that ultimately vest times the assignment date fair value per share
(unless subsequently modified) less the amount initially received for the assignment of the Founder Shares. As of December 31, 2025, the
Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.
The Founder Shares are designated as ClassB
Ordinary Shares and, except as described below, are identical to the ClassA Ordinary Shares included in the Units, and holders of
Founder Shares have the same shareholder rights as Public Shareholders, except that (i)the Founder Shares are subject to certain
transfer restrictions, as described in more detail below, (ii)the Founder Shares are entitled to registration rights; (iii)the
Sponsor and the Companys officers and directors and have entered into the Letter Agreement with the Company, pursuant to which
they have agreed to (A)waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares
in connection with the completion of the initial Business Combination, (B)waive their redemption rights with respect to their Founder
Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated
Articlesto modify (1) the substance or timing of the Companys obligation to allow redemptions in connection with the initial
Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within
the Combination Period or (2)any other material provisions relating to shareholders rights or pre-initial Business Combination
activity, (C)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or Private
Placement Shares if we fail to complete the initial Business Combination within the Combination Period, although they will be entitled
to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial
Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D)vote
any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering
(including in open market and privately-negotiated transactions, aside from Public Shares they may purchase in compliance with the requirements
of Rule14e-5 under the ExchangeAct, which would not be voted in favor of approving the Business Combination transaction) in
favor of the initial Business Combination, (iv)the Founder Shares are automatically convertible into ClassA Ordinary Shares
in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis,
subject to adjustment as described herein and in the Amended and Restated Articles, and (v)prior to the closing of the initial Business
Combination, only holders of the ClassB Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing
the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend its constitutional documents
or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction
outside the Cayman Islands).
****
F-14
****
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
****
**IPO Promissory NoteRelated
Party**
Prior to the closing of the Initial Public Offering,
the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering.
The IPO Promissory Note was non-interest bearing, unsecured and due at the earlier of December31, 2025 or the closing of the Initial
Public Offering. On December 15, 2025, the Company had $277,396 outstanding borrowed under the Note, which became due on demand. On December
19, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note and borrowings under the IPO Promissory Note are
no longer available.
****
**Administrative Services Agreement**
Commencing on December 11, 2025, the Company entered
into an agreement with an affiliate of the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial
and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of
the Company. For the year ended December 31, 2025, the Company incurred $7,000 of fees for these services pursuant to the Administrative
Services Agreement and recorded it as Due to Sponsor on the accompanying balance sheet. For the period from August 14, 2024 (inception)
through December 31, 2024, the Company did not incur any fees for these services.
****
**Working Capital Loans**
In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys
officers and directors may, but are not obligated to, loan the Company funds as may be required (the Working Capital Loans).
If the Company completes a Business Combination, the Company will repay such Working Capital Loans. In the event that a Business Combination
does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans,
but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted
into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units (and underlying
securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of
such Working Capital Loans, if any, have not been determined and no written agreements exits with respect to such Working Capital Loans.
As of December 31, 2025, and 2024, no such Working Capital Loans were outstanding.
****
**Note6Commitments and
Contingencies**
****
**Risks and Uncertainties**
****
The
Companys ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond
the Companys control. The Companys ability to consummate an initial Business Combination could be impacted by, among other
things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest
rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and
geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle
East, , and Southwest Asia or other armed hostilities.. The Company cannot at this time predict the likelihood of one or more of the above
events, their duration or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial
Business Combination.
****
F-15
****
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
****
**Registration Rights**
The holders of (i) Founder Shares, (ii) Private
Placement Units(and their underlying securities), (iii) Unitsthat may be issued upon conversion of Working Capital Loans (and
their underlying securities), if any, and (iv) any ClassA Ordinary Shares issuable upon conversion of the Founder Shares and any
ClassA Ordinary Shares held by the holders of the Founder Shares prior to our Initial Public Offering, including our Sponsor at
the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled
to registration rights pursuant to a registration rights agreement dated December 11, 2025, which the Company entered into with the Sponsor,
the Companys officers and directors, and the other holders thereto. These holders are entitled to make up to three demands, excluding
short form demands, and have piggyback registration rights. CCM may only make a demand on one occasion and only during the five-year period
beginning on the effective date of the Initial Public Offering.
In addition, CCM may participate in a piggyback
registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.
****
**Underwriting Agreement**
The Company granted the Underwriters a 45-day
option from the date of the Initial Public Offering to purchase up to an additional 2,250,000Option Units to cover over-allotments,
if any. The Underwriters fully exercised their Over-Allotment Option.
The Underwriters were paid a cash underwriting
discount of 2.00% of the gross proceeds of the Initial Public Offering, or $3,450,000, paid at the closing of the Initial Public Offering.
Additionally, the Underwriters are entitled to a deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering,
or $6,900,000 in the aggregate (the Deferred Fee), payable upon the closing of an initial Business Combination. However,
such $0.40 per Public Unit shall be due solely on amounts remaining in the Trust Account upon consummation of the initial Business Combination
following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination.
****
**Note7Shareholders
(Deficit) Equity**
****
**Preference Shares**The
Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of December 31, 2025, and 2024,
there were no preference shares issued or outstanding.
****
**ClassA Ordinary Shares**The
Company is authorized to issue a total of 500,000,000 ClassA Ordinary Shares at par value of $0.0001 each. As of December 31, 2025,
and 2024, there were 495,000 and no ClassA Ordinary Shares issued and outstanding, excluding the 17,250,000 and 0 shares subject
to possible redemption, respectively.
****
**ClassB Ordinary Shares**The
Company is authorized to issue a total of 50,000,000 ClassB Ordinary Shares at par value of $0.0001 each. On December4, 2024,
the Company issued 4,933,500 ClassB Ordinary Shares to the Sponsor for $25,000, or approximately $0.005 per share. On December27,
2024, the Company issued an additional 759,000 Founder Shares to the Sponsor in a share capitalization. As of December 31, 2025, and 2024,
there were 5,692,500 ClassB ordinary shares issued and outstanding. Up to742,500 Class B Ordinary Shares were subject to forfeiture
if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the
Underwriters exercised their Over-Allotment Option in full, as a result, the 742,500 Class B Ordinary Shares are no longer subject to
forfeiture.
The Founder Shares will automatically convert
into ClassA Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of
the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like. In the case that additional ClassA Ordinary Shares, or any other equity-linked securities, are issued or deemed issued
in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business
Combination, the ratio at which ClassB Ordinary Shares convert into ClassA Ordinary Shares will be adjusted (unless the holders
of a majority of the outstanding ClassB Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of ClassA Ordinary Shares issuable upon conversion of all ClassB Ordinary Shares will equal,
in the aggregate, 25% of the sum of (i)the total number of all Ordinary Shares outstanding upon the completion of the Initial Public
Offering (including any ClassA Ordinary Shares issued pursuant to the underwriters Over-Allotment Option and excluding the
securities underlying the Private Placement Unitsand the ClassA Ordinary Shares underlying the Private Placement Rights issued
to the Sponsor), plus (ii)all ClassA Ordinary Shares and equity-linked securities issued or deemed issued, in connection with
the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller
in the initial Business Combination and any private placement-equivalent rights issued to our Sponsor or any of its affiliates or to officers
or directors upon conversion of Working Capital Loans) minus (iii)any redemptions of Public Shares by Public Shareholders in connection
with an initial Business Combination or certain amendments to our Amended and Restated Articles prior to an initial Business Combination;
provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
F-16
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
Except as set forth below, holders of record of
the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the
Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary
resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a simple majority
of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable
general meeting of the Company is generally required to approve any matter voted on by the Companys shareholders. Approval of certain
actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at
least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by
proxy at the applicable general meeting (a Special Resolution), and pursuant to the Amended and Restated Articles, such
actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There
is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders
of more than 50% of the Ordinary Shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation
of the initial Business Combination, only holders of the ClassB Ordinary Shares (i)have the right to vote on the appointment
and removal of directors and (ii)are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including
any Special Resolution required to amend the Amended and Restated Articles or to adopt new constitutional documents, in each case, as
a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the ClassA
Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may
only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed
in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
****
**Rights****Except
in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one
tenth (1/10) of one ClassA Ordinary Share upon consummation of the initial Business Combination. In the event the Company is not
the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert
its Rights in order to receive the one tenth (1/10) of one ClassA Ordinary Share underlying each Right upon consummation of the
Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either
be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law.
As a result, a shareholder of the Company must hold Rights in multiples of 10 in order to receive shares for all of his or her Rights
upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period
and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds
for their Rights and the Rights will expire worthless.
****
**Note8Fair Value Measurements**
The fair value of the Companys financial
assets and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
F-17
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
|
|
| |
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
|
|
| |
|
Level3: |
Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. | |
The table presents information about the Companys
assets that are measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the valuation
inputs the Company utilized to determine such fair value:
|
| |
Level | | |
December 31, 2025 | | |
|
Assets: | |
| | |
| | |
|
Marketable securities held in Trust Account | |
| 1 | | |
$ | 172,766,306 | | |
The fair value of the Public Rights issued in
the Initial Public Offering is $2,553,000, or $0.15 per Public Right. The fair value of Public Rights was determined using Monte Carlo
Simulation Model. The Public Rights have been classified within shareholders deficit and will not require remeasurement after issuance.
The following table presents the quantitative information regarding market assumptions used in the valuation of Public Rights:
|
| |
December 15, 2025 | | |
|
Unit price | |
$ | 9.98 | | |
|
Share price | |
$ | 9.83 | | |
|
Market adjustment | |
| 15.0 | % | |
**Note 9 Segment Reporting**
ASC Topic280,Segment Reporting,
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers.Operating segments are defined as components of an enterprise for which separate financial information
is available that is regularly evaluated by the Companys chief operating decision maker (the CODM), or group, in
deciding how to allocate resources and assess performance.
The Companys CODM has been identified as
the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment.
F-18
**TWELVE SEAS INVESTMENT COMPANY III**
**NOTES TO FINANCIAL STATEMENTS**
**DECEMBER 31, 2025**
The CODM assesses performance for the single segment
and decides how to allocate resources. The measure of segment profit or loss is net income or loss as shown on the statement of operations.
The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Companys performance and making
key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which
include the following:
|
| |
December 31, 2025 | | |
|
Cash | |
$ | 693,507 | | |
|
Marketable securities held in Trust Account | |
$ | 172,766,306 | | |
|
| |
FortheYear Ended December 31, 2025 | | |
For the
Period from August14,2024 (inception) through December 31, 2024 | | |
|
General and administrative costs | |
$ | 229,278 | | |
$ | 17,224 | | |
|
Dividends earned on marketable securities held in Trust Account | |
$ | 266,306 | | |
$ | | | |
|
Net income (loss) | |
$ | 37,028 | | |
$ | (17,224 | ) | |
General and administrative expenses are reviewed
and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar
transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all
contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the
statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
The CODM reviews dividends earned on marketable
securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with
the Trust Account funds while maintaining compliance with the Trust Agreement.
****
**Note10Subsequent Events**
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date through March 30, 2026, the date that the financial statements were issued. Based upon this
review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
F-19
**EXHIBIT INDEX**
|
No. |
|
Description of Exhibit | |
|
1 |
|
Underwriting Agreement, dated December 11, 2025, by and between the Company and CCM, as representative of the several Underwriters. (2) | |
|
3 |
|
Form of Amended and Restated Memorandum and Articles of Association. (2) | |
|
4.1 |
|
Form of Specimen Unit Certificate. (1) | |
|
4.2 |
|
Form of Specimen Class A Ordinary Share Certificate. (1) | |
|
4.3 |
|
Form of Specimen Share Right Certificate. (1) | |
|
4.4 |
|
Share Right Agreement, dated December 11, 2025, by and between the Company and Continental. (2) | |
|
4.5 |
|
Description of Registered Securities.* | |
|
10.1 |
|
Promissory Note, dated December 4, 2024 issued by the Company to the Sponsor. (1) | |
|
10.2 |
|
Securities Subscription Agreement, dated December 4, 2024, by and between the Company and the Sponsor. (1) | |
|
10.3 |
|
Investment
Management Trust Agreement, dated December 11, 2025, by and between the Company and Continental Stock Transfer & Trust Company.
(2) | |
|
10.4 |
|
Registration Rights Agreement, dated December 11, 2025, by and among the Company, the Sponsor and CCM, as representative of the several underwriters. (2) | |
|
10.5 |
|
Private Placement Units Purchase Agreement, dated December 11, 2025, by and between the Company and the Sponsor. (2) | |
|
10.6 |
|
Private Placement Units Purchase Agreement, dated December 11, 2025, by and between the Company and CCM. (2) | |
|
10.7 |
|
Letter Agreement, dated December 11, 2025, by and among the Company, Sponsor and each of the officers and directors of the Company. (2) | |
|
10.8 |
|
Administrative Services Agreement, dated December 11, 2025, by and between the Company and Twelve Seas Capital Inc. (2) | |
|
10.9 |
|
Form of Indemnity Agreement. (2). | |
|
14 |
|
Code of Business Conduct and Ethics, adopted September 8, 2025.* | |
|
19 |
|
Insider Trading Policies and Procedures, adopted December 10, 2025.* | |
|
31.1 |
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
|
31.2 |
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
|
32.1 |
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
|
32.2 |
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
|
97 |
|
Executive Compensation Clawback Policy, adopted September 8, 2025.* | |
|
99.1 |
|
Audit Committee Charter. (1) | |
|
99.2 |
|
Compensation Committee Charter. (1) | |
|
101.INS |
|
Inline XBRL Instance Document.* | |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document.* | |
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
|
104 |
|
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* | |
|
* |
Filed herewith. | |
|
** |
Furnished herewith. | |
|
(1) |
Incorporated by reference to Amendment No. 4 the Companys Registration Statement on Form S-1/A (File No. 333-286408), filed with the SEC on November 21, 2025. | |
|
(2) |
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on December 15, 2025. | |
51
**SIGNATURES**
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
March 30, 2026 |
Twelve Seas Investment Company III | |
|
|
|
| |
|
By: |
/s/
Dimitri Elkin | |
|
|
Name: |
Dimitri Elkin | |
|
Title: |
(Principal Executive Officer) | |
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
|
Name |
|
Position |
|
Date | |
|
|
|
|
|
| |
|
/s/ Dimitri Elkin |
|
Chief Executive Officer and Director |
|
March 30, 2026 | |
|
Dimitri Elkin |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Jonathan Morris |
|
Chief Financial Officer |
|
March 30, 2026 | |
|
Jonathan Morris |
|
(Principal Financial and Accounting Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Julian Vickers |
|
Chairman of the Board |
|
March 30, 2026 | |
|
Julian
Vickers |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Bob Foresman |
|
Director |
|
March 30, 2026 | |
|
Bob Foresman |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Olga Klimova |
|
Director |
|
March 30, 2026 | |
|
Olga Klimova |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Greg Nelson |
|
Director |
|
March 30, 2026 | |
|
Greg Nelson |
|
|
|
| |
52