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):June 4, 2024 (May 28, 2024)
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: (917) 361-1177
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 May 28, 2024, Twelve Seas Investment Company II (the “Company”) filed a third 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 an initial business combination (the “Business Combination”), (ii) cease all operations, or (iii) redeem or repurchase 100% of the Company’s Class A common stock sold in the Company’s initial public offering (“Public Shares”), from June 2, 2024 to December 2, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”) (the “Extension”).
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.
On June 4, 2024, the Board decided not to implement the Extension and the Company will begin its liquidation process.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 28, 2024, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment, extending the date by which the Company must consummate its Business Combination from June 2, 2024 to December 2, 2024, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 10,707,017 | | 17,050 | | 0 | | 0 |
Stockholders holding 557,090 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. Following such redemptions, which are currently in process, the Company will have 792,291 Public Shares outstanding.
A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve the Extension Amendment Proposal.
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 |
| | | |
| Dated: June 4, 2024 | By: | /s/ Dimitri Elkin |
| | | Name: | Dimitri Elkin |
| | | Title: | Chief Executive Officer |
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