{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-121719","form_type":"8-K","ticker":"TWLV","cik":"0002052243","company_name":"Twelve Seas Investment Co III/Cayman","filed_at":"2025-12-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.479240+00:00","generated_at":"2026-05-16T13:16:32.920434+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Twelve Seas Investment III closes $172.5M IPO; targets international oil & gas","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-121719","json":"https://secwatch.observer/filing/0001213900-25-121719.json","markdown":"https://secwatch.observer/filing/0001213900-25-121719.md","text":"https://secwatch.observer/filing/0001213900-25-121719.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2052243/000121390025121719/0001213900-25-121719-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2052243/000121390025121719/ea0269647-8k_twelve3.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:16:32.920434+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"66dea3d045d4ac570a6187707b5fe75ff3579d2c","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2052243/000121390025121719/0001213900-25-121719-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"unit"},{"label":"Shares","value":"495,000 units"},{"label":"Purchaser","value":"Twelve Seas Sponsor LLC and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC"},{"label":"Consideration","value":"$10.00 per Private Placement Unit for an aggregate purchase price of $4,950,000"}],"fact_type":"equity_issuance"},{"claim_id":"7250145d7bc968b34b070673cd6b64da85c80b19","claim":"Twelve Seas Investment Co III/Cayman: Amended and restated memorandum and articles of association filed effective December 11, 2025 (effective 2025-12-11).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2052243/000121390025121719/0001213900-25-121719-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-12-11"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}