UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2023
Twelve Seas Investment Company II
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40123 | | 85-2141273 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
228 Park Avenue S.
Suite 89898
New York, New York
(Address of principal executive offices)
10003-1502
(Zip Code)
Registrant’s telephone number, including area code: (323) 667-3211
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | | TWLVU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A Common Stock, par value $0.0001 per share | | TWLV | | The Nasdaq Stock Market LLC |
| | | | | |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | | TWLVW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 28, 2023, Twelve Seas Investment Company II (the “Company”) filed a second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must either (i) consummate a business combination (the “Business Combination”), (ii) cease all operations, or (iii) redeem or repurchase 100% of the Company’s outstanding public shares, from December 2, 2023 to June 2, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”).
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 27, 2023, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved (i) the Extension Amendment, extending the date by which the Company must consummate its Business Combination from December 2, 2023 to June 2, 2024, or such earlier date as determined by the Board (the “Extension Amendment Proposal”); and (ii) a proposal to re-elect each of Jonathan Morris, Anthony Steains and Bob Foresman as Class I directors of the Board until the annual meeting of the Company to be held in 2025 or until their successors are appointed and qualified (the “Director Election Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 12,023,524 | | | | 211,264 | | | | 0 | | | | 0 | |
The final voting results for the Director Election Proposal were as follows:
| | | | For | | | Withold | | | Broker Non-Votes | |
| | Jonathan Morris | | | | 11,065,973 | | | | 1,168,815 | | | | 0 | |
| | Anthony Steains | | | | 12,223,523 | | | | 11,265 | | | | 0 | |
| | Bob Foresman | | | | 12,223,524 | | | | 11,264 | | | | 0 | |
Stockholders holding 1,859,153 shares of the Company’s Class A common stock sold in the Company’s initial public offering (“Public Share”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $19.567 million (approximately $10.52 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 1,349,381 Public Shares outstanding.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | TWELVE SEAS INVESTMENT COMPANY II |
| | |
| | By: | /s/ Dimitri Elkin |
| | | Name: | Dimitri Elkin |
| | | Title: | Chief Executive Officer |
| | | | |
| Dated: December 1, 2023 | | | |
