Twelve Seas Investment III closes $172.5M IPO; targets international oil & gas

Twelve Seas Investment Co III/Cayman

Closed IPO of 17,250,000 units at $10/unit for gross proceeds of $172.5M, including full over-allotment exercise.
Private placement of 495,000 units to sponsor and underwriter for $4.95M; $172.5M placed in trust account.
Management led by CEO Dimitri Elkin, former UFG Private Equity partner; CFO Jonathan Morris of ESH Acquisition.
Four independent directors appointed: Julian Vickers, Bob Foresman, Olga Klimova, Greg Nelson.
Business focus on non-US profitable enterprises, emphasis on oil & gas and other proven sectors; also US targets owned by non-US shareholders.

item 1.01 item 3.02 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Twelve Seas Investment Co III/Cayman issued 495,000 units of unit to Twelve Seas Sponsor LLC and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC for $10.00 per Private Placement Unit for an aggregate purchase price of $4,950,000.

Security: unit
Shares: 495,000 units
Purchaser: Twelve Seas Sponsor LLC and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC
Consideration: $10.00 per Private Placement Unit for an aggregate purchase price of $4,950,000

Exact text from the filing

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 495,000 units (the “Private Placement Units”) to the Sponsor and CCM at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $4,950,000.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Twelve Seas Investment Co III/Cayman: Amended and restated memorandum and articles of association filed effective December 11, 2025 (effective 2025-12-11).

Change: charter amendment
Effective: 2025-12-11

Exact text from the filing

On December 11, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on December 11, 2025.

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Source: SEC EDGAR

accession 0001213900-25-121719

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