Twelve Seas Investment Company III FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

Press release · 2026-03-31 08:22

Twelve Seas Investment Company III, a Cayman Islands company, filed its annual report (Form 10-K) for the fiscal year ended December 31, 2025. The company’s securities, including Units, Class A Ordinary Shares, and Rights, began trading on the Nasdaq Stock Market LLC in January 2026. As of December 31, 2025, the aggregate market value of the company’s outstanding Units, excluding those held by affiliates, was $173.6 million. As of March 30, 2026, there were 17.7 million Class A Ordinary Shares and 5.7 million Class B Ordinary Shares issued and outstanding. The report does not provide detailed financial information, but it does indicate that the company is a smaller reporting company and an emerging growth company, and that it has not filed reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.

Overview

Twelve Seas Investment Company II (the “Company”) is a blank check company incorporated in the Cayman Islands on August 14, 2024. The Company was formed for the purpose of effecting a business combination with one or more businesses. The Company is focusing its search on global companies located outside the United States, with an emphasis on established profitable enterprises in oil and gas and other sectors.

Recent Developments

On January 7, 2026, the Company announced that 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, effective January 9, 2026.

Results of Operations

The Company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities and activities relating to the Initial Public Offering and identifying and evaluating prospective acquisition candidates.

For the year ended December 31, 2025, the Company 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 August 14, 2024 (inception) through December 31, 2024, the Company 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. The Company incurred fees of $10,350,000 in the Initial Public Offering.

As of December 31, 2025, the Company had marketable securities held in the Trust Account of $172,766,306. The Company intends to use substantially all of the funds held in the Trust Account to complete its Business Combination.

As of December 31, 2025, the Company had cash of $693,507, which it uses primarily to identify and evaluate target businesses, perform due diligence, and structure, negotiate and complete a Business Combination.

The Company’s liquidity needs through December 31, 2025 have been satisfied through a contribution from the Sponsor, a loan pursuant to the IPO Promissory Note, and the net proceeds from the consummation of the Initial Public Offering and the Private Placement.

In connection with the Company’s assessment of going concern considerations, it has determined that it still lacks the liquidity to sustain operations for a reasonable period of time, which raises substantial doubt about its ability to continue as a going concern. Management plans to address this uncertainty with the Business Combination and with additional financing, but there is no assurance that these plans will be successful.

Contractual Obligations

The Company has the following contractual obligations:

Administrative Services Agreement: The Company reimburses an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support.
Underwriting Agreement: The Underwriters were paid a cash underwriting discount of $3,450,000 and are entitled to a Deferred Fee of up to $6,900,000 upon completion of the initial Business Combination.
Registration Rights Agreement: The holders of certain securities are entitled to registration rights.
Letter Agreement: The Sponsor, directors and officers have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period.

Critical Accounting Estimates and Standards

As of December 31, 2025, the Company did not have any critical accounting estimates. The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, and complies with the accounting and disclosure requirements of FASB ASC Topic 260 for net income (loss) per Ordinary Share.

In summary, the Company is a blank check company that has not yet completed a business combination. It has raised significant funds through its Initial Public Offering and Private Placement, which it intends to use to identify and complete a business combination. The Company’s financial performance to date has been limited, and it faces substantial uncertainty regarding its ability to continue as a going concern, which it plans to address through the business combination and additional financing.