Twelve Seas Investment Co III/Cayman 8-K

What Happened

• Twelve Seas Investment Company III (TWLV) filed an 8-K reporting that on December 15, 2025 it completed its initial public offering (IPO) of 17,250,000 units, including 2,250,000 units from the underwriters’ full exercise of the over‑allotment option. Each Unit contains one Class A ordinary share and one right to receive one‑tenth (1/10) of a Class A ordinary share upon the company’s initial business combination. Units were sold at $10.00 each, producing gross IPO proceeds of $172,500,000.
• Simultaneously the company completed a private placement of 495,000 Units for $4,950,000 (300,000 to Twelve Seas Sponsor LLC and 195,000 to Cohen and Company Capital Markets). The company placed $172,500,000 in a U.S. trust account held by Continental Stock Transfer & Trust Company. An audited balance sheet as of December 15, 2025 reflecting receipt of proceeds was filed as Exhibit 99.1.

Key Details

• IPO size: 17,250,000 Units at $10.00 each; underwriters exercised 2,250,000‑unit over‑allotment.
• Private placement: 495,000 Units for $4,950,000 (300,000 to sponsor; 195,000 to CCM).
• Trust account: $172,500,000 placed in a U.S.-based trust maintained by Continental Stock Transfer & Trust Company.
• Financials: Audited balance sheet as of Dec 15, 2025 included as Exhibit 99.1 to the 8‑K.

Why It Matters

• The filing confirms TWLV’s IPO and related private placement are complete and that the net proceeds are secured in a trust account pending the company’s initial business combination. For investors, the trust balance and audited balance sheet provide transparency about funds available for a future deal and protection of public investors’ capital until a combination is completed. The Unit structure (shares plus fractional share rights) and the exercise of the underwriter over‑allotment affect outstanding unit and share counts, which matter for future dilution and vote calculations.