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TWLV Twelve Seas Investment Co II

Filed: 3 Mar 21, 4:19pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 3, 2021 (February 25, 2021)

 

Twelve Seas Investment Company II

(Exact name of registrant as specified in its charter)

 

Delaware 001-40123 85-2141273
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

 

2685 Nottingham Avenue

Los Angeles, CA 90027

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (323) 667-3211

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class 

Trading

Symbol(s)

 Name of each exchange on which
registered
     
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant TWLVU The Nasdaq Stock Market LLC
     
Class A Common Stock, par value $0.0001 per share TWLV The Nasdaq Stock Market LLC
     
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 TWLVW The Nasdaq 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 1.01. Entry into a Material Definitive Agreement.

 

On March 2, 2021, Twelve Seas Investment Company II (the “Company”) consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. Pursuant to the Underwriting Agreement (defined below), the Company granted the underwriters in the IPO, a 45-day option to purchase up to 4,500,000 additional Units solely to cover over-allotments, if any.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-252599) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 1, 2021 (as amended, the “Registration Statement”):

 

 An Underwriting Agreement (the “Underwriting Agreement”), dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC (“Mizuho”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
   
 A Business Combination Marketing Agreement, dated February 25, 2021, by and between the Company and Mizuho, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference.

 

 A Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

 A Letter Agreement, dated February 25, 2021, by and among the Company, its officers, its directors, and the Company’s sponsor Twelve Seas Sponsor II  LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

 An Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

 A Registration Rights Agreement, dated February 25, 2021, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

 An Administrative Support Agreement, dated February 25, 2021, by and between the Company and Twelve Seas Capital, Inc., an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

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 A Unit Subscription Agreement, dated February 25, 2021 (the “Sponsor Unit Subscription Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

   

 A Unit Subscription Agreement, dated February 25, 2021 (the “Mizuho Unit Subscription Agreement”, together with the Sponsor Unit Subscription Agreement, the “Unit Subscription Agreements”), by and between the Company and Mizuho, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreements, the Company completed the private sale of an aggregate of 800,000 Units (the “Private Placement Units”) to the Sponsor, and Mizuho at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $8,000,000. The Private Placement Units (and the underlying securities) are identical to the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

   

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 25, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01. Other Events.

 

A total of $300,000,000, comprised of $294,000,000 of the proceeds from the IPO and $6,000,000 of 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. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

 

On February 26, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On March 2, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.  Description
   
1.1 Underwriting Agreement, dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC, as representative of the several underwriters.
   
1.2 Business Combination Marketing Agreement, dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC
   
3.1 Amended and Restated Certificate of Incorporation.
   
4.1 Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
   
10.1 Letter Agreement, dated February 25, 2021, by and among the Company, its officers, its directors, and the Sponsor.
   
10.2 Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
   
10.3 Registration Rights Agreement, dated February 25, 2021, by and among the Company and certain security holders.
   
10.4 Administrative Support Agreement, dated February 25, 2021, by and between the Company and Twelve Seas Capital, Inc..
   
10.5 Unit Subscription Agreement, dated February 25, 2021, by and between the Company and the Sponsor.
   
10.6 Unit Subscription Agreement, dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC.
   
99.1 Press Release, dated February 26, 2021.
   
99.2 Press Release, dated March 2, 2021.

  

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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 II
   
 By:/s/ Dimitri Elkin
  Name: Dimitri Elkin
  Title:Chief Executive Officer
   
Dated: March 3, 2021  

 

 

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