UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Twelve Seas Investment Company II
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
90118T 205
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 90118T 205
| 1. |
Names of Reporting Persons
Twelve Seas Sponsor II LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. |
Sole Voting Power
9,285,000 (1)(2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
9,285,000 (1)(2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,285,000 (1)(2) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below. |
| 11. |
Percent of Class Represented by Amount in Row (9)
21%(1)(2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
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CUSIP No. 90118T 205
| 1. |
Names of Reporting Persons
Dimitri Elkin |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
9,285,000 (1)(2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
9,285,000 (1)(2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,285,000 (1)(2) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below. |
| 11. |
Percent of Class Represented by Amount in Row (9)
21%(1)(2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
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CUSIP No. 90118T 205
| 1. |
Names of Reporting Persons
Jonathan Morris |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
9,285,000 (1)(2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
9,285,000 (1)(2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,285,000 (1)(2) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See footnote (2) below. |
| 11. |
Percent of Class Represented by Amount in Row (9)
21%(1)(2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | See Item 4. Includes (i) 8,625,000 shares of the Issuer’s shares of Class B common stock which will automatically convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities - Founder Shares, Placement Shares and Representative Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-252599 and 333-253560) and (ii) 660,000 shares of Class A common stock underlying units (each unit consisting of one share of the Issuer’s Class A common stock and one-third of one warrant to purchase one share of the Issuer’s Class A common stock). Each of Dimitri Elkin and Jonathan Morris are the managing members of Twelve Seas Sponsor II LLC (the “Sponsor”). Consequently, each of them may be deemed the beneficial owner of the shares held by the Sponsor and share voting and dispositive control over such securities. |
| (2) | Excludes 220,000 shares which may be purchased by exercising warrants (underlying units) that are not presently exercisable. |
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| Item 1(a). | Name of Issuer |
Twelve Seas Investment Company II (the “Issuer”).
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
288 Park Avenue S.
Suite 89898
New York, New York 10003-1502
| Item 2(a). | Names of Persons Filing |
Twelve Seas Sponsor II LLC, Dimitri Elkin, and Jonathan Morris (collectively, the “Reporting Persons”).
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
288 Park Avenue S.
Suite 89898
New York, New York 10003-1502
| Item 2(c). | Citizenship |
Twelve Seas Sponsor II LLC is a limited liability company formed in Delaware. Each of Dimitri Elkin and Jonathan Morris is a citizen of the United States of America.
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| Item 2(d). | Title of Class of Securities |
Class A common stock, $0.0001 par value per share.
The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).
| Item 2(e). | CUSIP Number |
90118T 205
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ☐ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ☐ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ☐ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ☐ | (d) Investment company registered under Section 8 of the Investment Company Act. | |
| ☐ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ☐ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
| ☐ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| ☐ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| ☐ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
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| Item 4. | Ownership |
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As of December 31, 2021, the Sponsor may be deemed to beneficially own 8,625,000 of the Issuer’s shares of Class B common stock, representing 20% of the total shares of Class A common stock issued and outstanding (assuming the conversion of all the shares of Class B common stock of the Reporting Persons). The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s Business Combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities - Founder Shares, Placement Shares and Representative Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-252599 and 333-253560).
The percentage of the shares of common stock held by the Reporting Persons is based on 35,665,000 shares of Class A common stock and 8,625,000 shares of Class B common stock issued and outstanding as of November 15, 2021 as reported in the Issuer’s Current Report on Form 10-Q filed with the Commission on November 15, 2021.
The Sponsor is the record holder of the Class B common stock reported herein. Each of Jonathan Morris and Dimitri Elkin are the managing members of the Sponsor. Consequently, each of them may be deemed the beneficial owner of the Class B common stock held by the Sponsor and share voting and dispositive control over such securities. Each of Mr. Morris and Mr. Elkin disclaims any beneficial ownership of the reported Class B common stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: February 11, 2022
|
TWELVE SEAS SPONSOR II LLC a Delaware limited liability company |
| By: | /s/ Dimitri Elkin | |
| Name: | Dimitri Elkin | |
| Title: | Managing Member |
| By: | /s/ Jonathan Morris | |
| Name: | Jonathan Morris | |
| Title: | Managing Member |
| /s/ Dimitri Elkin | |
| Dimitri Elkin | |
| /s/ Jonathan Morris | |
| Jonathan Morris |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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