UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| upon the consummation of the initial business combination | The 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 8.01. Other Events.
On December 15, 2025, Twelve Seas Investment Company III (the “Company”) consummated its initial public offering (“IPO”) of 17,250,000 units (the “Units”) including 2,250,000 Units issued as a result of the underwriters’ exercise in full of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 495,000 Units (the “Private Placement Units”). 300,000 Private Placement Units were sold to Twelve Seas Sponsor LLC, the Company’s sponsor, and 195,000 Private Placement Units were sold to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,950,000.
A total of $172,500,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes up to $6,900,000 of the underwriter’s deferred discount) and the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of December 15, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of December 15, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 III | |||
| By: | /s/ Dimitri Elkin | ||
| Name: | Dimitri Elkin | ||
| Title: | Chief Executive Officer | ||
| Dated: December 19, 2025 | |||
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