TWLVU / Twelve Seas Investment Co II - Units (1 Ord Class A & 1/3 War) - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 (June 20, 2024) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdicti

Twelve Seas Investment Company II Announces Termination of its Business Combination Agreement with Crystal Lagoons, Expected Filing of Form 25 and Final Redemption Amount

Exhibit 99.1 Twelve Seas Investment Company II Announces Termination of its Business Combination Agreement with Crystal Lagoons, Expected Filing of Form 25 and Final Redemption Amount New York, NY, June 25, 2024 (GLOBE NEWSWIRE) - Twelve Seas Investment Company II (the “Company”) today announced that its previously announced Agreement and Plan of Merger in connection with its planned business comb

Twelve Seas Investment Company II Announces Third Extension Not to be Implemented and Company to Liquidate

Exhibit 99.1 Twelve Seas Investment Company II Announces Third Extension Not to be Implemented and Company to Liquidate New York, NY, June 10, 2024 (GLOBE NEWSWIRE) - Twelve Seas Investment Company II (NASDAQ): TWLV) (the “Company”) today announced that (i) its board of directors (the “Board”) has determined not to implement the extension of the date by which the Company must consummate a merger,

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 (June 4, 2024) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdictio

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):June 4, 2024 (May 28, 2024) Twelve

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):June 4, 2024 (May 28, 2024) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdiction of incor

THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “TWELVE SEAS INVESTMENT COMPANY II”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MAY, A.D. 2024, AT 11:28 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 3288657 8

Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-Q

Exhibit 99.1 Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-Q New York, NY, May 29, 2024 (GLOBE NEWSWIRE) - Twelve Seas Investment Company II (NASDAQ): TWLV) (the “Company”) today announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) as a re

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 29, 2024 (May 23, 2024) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdiction of inco

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 21, 2024 (May 15, 2024) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-K

Exhibit 99.1 Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-K New York, NY, May 02, 2024 (GLOBE NEWSWIRE) - Twelve Seas Investment Company II (NASDAQ): TWLV) (the “Company”) today announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) as a re

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): May 2, 2024 (April 26, 2024) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 27, 2024 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)

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): February 13, 2024 Twelve Seas Inv

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): February 13, 2024 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)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 13, 2024 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)

TWELVE SEAS INVESTMENT CO / Atlas Merchant Capital LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh24044810613ga1-twlv.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Twelve Seas Investment Co. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 90118T106 (CUSIP Number) December 31, 2023 (Date of Event which Requires

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement

Twelve Seas Sponsor II LLC 228 Park Avenue S., Suite 89898 New York, NY 10003-1502 February 13, 2024

Exhibit 10.1 Twelve Seas Sponsor II LLC 228 Park Avenue S., Suite 89898 New York, NY 10003-1502 February 13, 2024 Twelve Seas Investment Company II 228 Park Avenue S., Suite 89898 New York, New York, 10003-1502 Attn: Dimitri Elkin, CEO CL Newco Inc. 1395 Brickell Avenue, Suite 800 Attn: Patrick Beroiza, Director of Corporate Finance Email: [email protected] Re: Amendment to Sponsor Supp

Twelve Seas Sponsor II LLC 228 Park Avenue S., Suite 89898 New York, NY 10003-1502 February 13, 2024

Exhibit 10.1 Twelve Seas Sponsor II LLC 228 Park Avenue S., Suite 89898 New York, NY 10003-1502 February 13, 2024 Twelve Seas Investment Company II 228 Park Avenue S., Suite 89898 New York, New York, 10003-1502 Attn: Dimitri Elkin, CEO CL Newco Inc. 1395 Brickell Avenue, Suite 800 Attn: Patrick Beroiza, Director of Corporate Finance Email: [email protected] Re: Amendment to Sponsor Supp

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) TWELVE SEAS INVESTMENT COMPANY II (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) TWELVE SEAS INVESTMENT COMPANY II (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $ 391,592,250 0.

SPONSOR VOTING AND SUPPORT AGREEMENT

Exhibit 10.2 EXECUTION VERSION SPONSOR VOTING AND SUPPORT AGREEMENT This SPONSOR VOTING AND Support Agreement (this “Agreement”) is made as of December 22, 2023, by and among (i) Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Newco Inc., a Delaware corporation (the “Company”), and (iii) Twelve Seas Sponsor II LLC, a Delaware limit

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): December 22, 2023 Twelve Seas Inv

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): December 22, 2023 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)

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION STOCKHOLDER VOTING AND SUPPORT AGREEMENT This STOCKHOLDER Voting and Support Agreement (this “Agreement”) is made as of December 22, 2023, by and among (i) Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Newco Inc., a Delaware corporation (the “Company”), and (iii) the individuals whose names appear o

AGREEMENT AND PLAN OF MERGER by and among TWELVE SEAS INVESTMENT COMPANY II, as the Purchaser, TWELVE SEAS II MERGER SUB 1 INC., as Merger Sub 1, TWELVE SEAS II MERGER SUB 2 LLC, as Merger Sub 2, CRYSTAL LAGOONS U.S. CORP., as Original Crystal Lagoon

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among TWELVE SEAS INVESTMENT COMPANY II, as the Purchaser, TWELVE SEAS II MERGER SUB 1 INC., as Merger Sub 1, TWELVE SEAS II MERGER SUB 2 LLC, as Merger Sub 2, CRYSTAL LAGOONS U.S. CORP., as Original Crystal Lagoons, and CL NEWCO INC., as the Company Dated as of December 22, 2023 TABLE OF CONTENTS Page Article I CONTRIBUTION; CONVER

SPONSOR VOTING AND SUPPORT AGREEMENT

Exhibit 10.2 EXECUTION VERSION SPONSOR VOTING AND SUPPORT AGREEMENT This SPONSOR VOTING AND Support Agreement (this “Agreement”) is made as of December 22, 2023, by and among (i) Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Newco Inc., a Delaware corporation (the “Company”), and (iii) Twelve Seas Sponsor II LLC, a Delaware limit

AGREEMENT AND PLAN OF MERGER by and among TWELVE SEAS INVESTMENT COMPANY II, as the Purchaser, TWELVE SEAS II MERGER SUB 1 INC., as Merger Sub 1, TWELVE SEAS II MERGER SUB 2 LLC, as Merger Sub 2, CRYSTAL LAGOONS U.S. CORP., as Original Crystal Lagoon

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among TWELVE SEAS INVESTMENT COMPANY II, as the Purchaser, TWELVE SEAS II MERGER SUB 1 INC., as Merger Sub 1, TWELVE SEAS II MERGER SUB 2 LLC, as Merger Sub 2, CRYSTAL LAGOONS U.S. CORP., as Original Crystal Lagoons, and CL NEWCO INC., as the Company Dated as of December 22, 2023 TABLE OF CONTENTS Page Article I CONTRIBUTION; CONVER

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION STOCKHOLDER VOTING AND SUPPORT AGREEMENT This STOCKHOLDER Voting and Support Agreement (this “Agreement”) is made as of December 22, 2023, by and among (i) Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Newco Inc., a Delaware corporation (the “Company”), and (iii) the individuals whose names appear o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 22, 2023 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)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 1, 2023 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)

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 27, 2023 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)

SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II Pursuant to Section 242 of the Delaware General Corporation Law Twelve Seas Investment Company II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Twelve Seas In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS INVES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS INVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39735 TWELVE SEAS IN

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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, 2023 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) (Co

Extension Note issued to the sponsor. (2)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II Pursuant to Section 242 of the Delaware General Corporation Law Twelve Seas Investment Company II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Twelve Seas Investmen

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): February 28, 2023 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)

TWELVE SEAS INVESTMENT CO / Karpus Management, Inc. - KARPUS INVESTMENT MGT / TWELVE SEAS INVESTMENT - SCHEDULE 13G/A(#1E) Passive Investment

SC 13G/A 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / TWELVE SEAS INVESTMENT - SCHEDULE 13G/A(#1E) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Twelve Seas Investment Company II (Name of Issuer) Common (Title of Class of Securities) 90118T106 90118T205 (CUSIP Number) December 31, 2022 (Date o

Regulation FD Disclosure, Unregistered Sales of Equity Securities

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): February 6, 2023 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

TWELVE SEAS INVESTMENT CO / Atlas Merchant Capital LLC - SCHEDULE 13G Passive Investment

SC 13G 1 eh22031492713g-twlv.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Twelve Seas Investment Co. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 90118T106 (CUSIP Number) December 16, 2022 (Date of Event which Requires Filing o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS INVES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS INVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39735 TWELVE SEAS INVES

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Twelve Seas Investment Company II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2022 TWELVE SEAS INVESTMENT COMPANY II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdiction of incorporat

TWELVE SEAS INVESTMENT CO / Karpus Management, Inc. - KARPUS INVESTMENT MGT / TWELVE SEAS INVESTMENT - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ????) * Twelve Seas Investment Company II (Name of Issuer) Common (Title of Class of Securities) 90118T106 90118T205 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.

TWLVU / Twelve Seas Investment Co / Twelve Seas Sponsor II LLC - SCHEDULE 13G Passive Investment

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 th

TWLVU / Twelve Seas Investment Co / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Twelve Seas Investment Company II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90118T205** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) Check the appropriat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 24, 2021 ( November 18, 2021) Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 001-40123 85-2141273 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS INVES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39735 TWELVE SEAS INVE

Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q Los Angeles, CA, June 4, 2021 (GLOBE NEWSWIRE) ? Twelve Seas Investment Company II (NASDAQ): TWLVU) (the ?Company?) today announced that it has received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) as a

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): May 28, 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) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40123

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40123 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on

Financial Statements and Exhibits, Other Events

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 10, 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) (C

Twelve Seas Investment Company II Announces Closing of Underwriters’ Over-Allotment Option in Connection with its Initial Public Offering

Exhibit 99.1 Twelve Seas Investment Company II Announces Closing of Underwriters? Over-Allotment Option in Connection with its Initial Public Offering New York, NY, March 10, 2021 /PRNewswire/ - Twelve Seas Investment Company II (Nasdaq: TWLVU) (the ?Company?) announced the closing of the issuance of an additional 4,500,000 units pursuant to the full exercise of the underwriters? over-allotment op

Twelve Seas Investment Company II

Exhibit 99.1 Twelve Seas Investment Company II Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Twelve Seas Investment Company II Opinion on the Financial Statement We have audited the accompanying balance s

Other Events, Financial Statements and Exhibits

8-K 1 ea137162-8ktwelveseas2.htm CURRENT REPORT 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 8, 2021 (March 2, 2021) TWELVE SEAS INVESTMENT COMPANY II (Exact name of registrant as specified in its charter) Delaware 001-401

Twelve Seas Investment Company II Announces Pricing of Upsized $300,000,000 Initial Public Offering

Exhibit 99.1 Twelve Seas Investment Company II Announces Pricing of Upsized $300,000,000 Initial Public Offering Los Angeles, CA, Feb. 26, 2021 (GLOBE NEWSWIRE) - Twelve Seas Investment Company II (the ?Company?) announced today that it priced its initial public offering of 30,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (?Nasdaq?) and began trading today

Amended and Restated Certificate of Incorporation. (2)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II February 25, 2021 Twelve Seas Investment Company II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Twelve Seas Investment Company II?. The original certificate of incorporation of th

Administrative Support Agreement, dated February 25, 2021, by and between the Company and Twelve Seas Capital, Inc. (2)

Exhibit 10.4 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027 February 25, 2021 Twelve Seas Capital, Inc. 2685 Nottingham Avenue Los Angeles, CA 90027 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Twelve Seas Investment Company II (the ?Company?) and Twelve Seas Capital, Inc. (?Twelve Capital?), dated as of the date he

Unit Subscription Agreement, dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC. (2)

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of February 25, 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Mizuho Securities USA LLC (the ?Subscriber?). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the ?Placement?) an aggregate of 200,000 units (t

Twelve Seas Investment Company II Announces Closing of $300,000,000 Initial Public Offering

EX-99.2 13 ea136961ex99-2twelveseas2.htm PRESS RELEASE, DATED MARCH 2, 2021 Exhibit 99.2 Twelve Seas Investment Company II Announces Closing of $300,000,000 Initial Public Offering Los Angeles, CA, March 02, 2021 (GLOBE NEWSWIRE) - Twelve Seas Investment Company II (the “Company”) announced today that it closed its initial public offering of 30,000,000 units at $10.00 per unit. The units are liste

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 ea136961-8ktwelveseas2.htm CURRENT REPORT 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

Business Combination Marketing Agreement, dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC

EX-1.2 3 ea136961ex1-2twelveseas2.htm BUSINESS COMBINATION MARKETING AGREEMENT, DATED FEBRUARY 25, 2021, BY AND BETWEEN THE COMPANY AND MIZUHO SECURITIES USA LLC Exhibit 1.2 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 February 25, 2021 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027 Attn: Dmitri Elkin, Chief Executive Officer Ladies

Underwriting Agreement, dated February 25, 2021, by and between the Company and Mizuho Securities USA LLC, as representative of the several underwriters. (3)

Exhibit 1.1 Twelve Seas Investment Company II 30,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February 25, 2021 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), propo

Unit Subscription Agreement, dated February 25, 2021, by and between the Company and the Sponsor. (2)

Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of February 25, 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), having its principal place of business at 2685 Nottingham Avenue, Los Angeles, CA 90027, and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the ?Subscriber?), having

Letter Agreement, dated February 25, 2021, by and among the Company, its officers, its directors and the Sponsor. (2)

Exhibit 10.1 February 25, 2021 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, California 90027 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the ?C

Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (2)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 25, 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No

Registration Rights Agreement, dated February 25, 2021, by and among the Company and certain security holders. (3)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is made and entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the ?Company?) and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?), Mizuho Securities USA LLC (?Mizuho?) (the Sponsor, Mizuho, and together w

Warrant Agreement dated February 25, 2021 between Continental Stock Transfer & Trust Company and the Company. (2)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initial public offering (the ?Offer

$300,000,000 Twelve Seas Investment Company II 30,000,000 Units

424B4 1 f424b40221twelveseas.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252599 and 333-253560 $300,000,000 Twelve Seas Investment Company II 30,000,000 Units Twelve Seas Investment Company II is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or simila

- REGISTRATION STATEMENT

S-1MEF 1 ea136610-s1meftwelveseas2.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 6

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Twelve Seas Investment Company II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2141273 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2685 Not

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 90118T 205 TWELVE SEAS INVESTMENT COMPANY II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, pa

- AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 fs12021a2twelveseas2.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on February 24, 2021. Registration No. 333-252599 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twelve Seas Investment Company II (Exact name of registrant as specified in

Form of Placement Unit Purchase Agreement between the Registrant and Twelve Seas Sponsor II LLC**

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), having its principal place of business at 2685 Nottingham Avenue, Los Angeles, CA 90027, and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the ?Subscriber?), having its princi

Form of Letter Agreement among the Registrant, Mizuho Securities USA LLC, and our officers, directors and Twelve Seas Sponsor II LLC**

Exhibit 10.1 , 2021 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, California 90027 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), a

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3

Form of Underwriting Agreement**

EX-1.1 2 fs12021a2ex1-1twelve2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Twelve Seas Investment Company II 25,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February , 2021 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Twelve Seas Inve

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initial public offering (the ?Offering?) of un

Form of Registration Rights Agreement between the Registrant and certain security holders**

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the ?Company?) and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?), Mizuho Securities USA LLC (?Mizuho?) (the Sponsor, Mizuho, and together with

Form of Placement Unit Purchase Agreement between the Registrant and the Representative**

Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Mizuho Securities USA LLC (the ?Subscriber?). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the ?Placement?) an aggregate of 200,000 units (the ?Initial

Form of Placement Unit Purchase Agreement between the Registrant and Twelve Seas Sponsor II LLC*

EX-10.6 13 ea135894ex10-6twelveseas2.htm FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND TWELVE SEAS SPONSOR II LLC Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the “Company”), having its principal place of business at 2685 Nottingham

- AMENDMENT NO. 1 TO FORM S-1

S-1/A 1 ea135894-s1a1twelveseas2.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on February 19, 2021. Registration No. 333-252599 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twelve Seas Investment Company II (Exact name of registrant as specifie

Form of Registration Rights Agreement between the Registrant and certain security holders*

EX-10.4 12 ea135894ex10-4twelveseas2.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the “Company”) and Twelve Seas Sponsor II LLC,

Form of Placement Unit Purchase Agreement between the Registrant and the Representative*

EX-10.7 14 ea135894ex10-7twelveseas2.htm FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE REPRESENTATIVE Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the “Company”), and Mizuho Securities USA LLC (the “Subscriber”). WHEREAS, the Com

Form of Code of Ethics*

Exhibit 14 TWELVE SEAS INVESTMENT COMPANY II Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in whic

Form of Audit Committee Charter*

Exhibit 99.1 TWELVE SEAS INVESTMENT COMPANY II AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financ

Form of Letter Agreement among the Registrant, Mizuho Securities USA LLC, and our officers, directors and Twelve Seas Sponsor II LLC*

Exhibit 10.1 , 2021 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, California 90027 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), a

Form of Business Combination Marketing Agreement*

EX-1.2 3 ea135894ex1-2twelveseas2.htm FORM OF BUSINESS COMBINATION MARKETING AGREEMENT Exhibit 1.2 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 , 2021 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027 Attn: Dmitri Elkin, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Twelve Seas Investment Compan

Form of Compensation Committee Charter*

Exhibit 99.2 TWELVE SEAS INVESTMENT COMPANY II COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) of the Board of Directors of Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), shall have responsibility for the compensation of the Company?s executive officers, including the Company?s Chief Executive Officer (the ?CEO?), and for incentive

Form of Underwriting Agreement*

EX-1.1 2 ea135894ex1-1twelveseas2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Twelve Seas Investment Company II 25,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February , 2021 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Twelve Seas I

Form of Indemnity Agreement*

Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with a

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Twelve Seas Investment Company II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initial public offering (the ?Offering?) of un

Specimen Unit Certificate*

EX-4.1 5 ea135894ex4-1twelveseas2.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 90118T 205 TWELVE SEAS INVESTMENT COMPANY II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit

Specimen Warrant Certificate*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TWELVE SEAS INVESTMENT COMPANY II Incorporated Under the Laws of the State of Delaware CUSIP 90118T114 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is

Form of Administrative Support Agreement by and between the Registrant and*

Exhibit 10.9 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027 , 2021 Twelve Seas Capital, Inc. 2685 Nottingham Avenue Los Angeles, CA 90027 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Twelve Seas Investment Company II (the ?Company?) and Twelve Seas Capital, Inc. (?Twelve Capital?), dated as of the date hereof, will

Specimen Class A Common Stock Certificate*

EX-4.2 6 ea135894ex4-2twelveseas2.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 90118T106 TWELVE SEAS INVESTMENT COMPANY II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON

Form of Amended and Restated Certificate of Incorporation*

EX-3.2 4 ea135894ex3-2twelveseas2.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II , 2021 Twelve Seas Investment Company II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-10.3 11 ea135894ex10-3twelveseas2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the “Company”),

Promissory Note, dated July 20, 2020, issued to Twelve Seas Investment Company II LLC**

EX-10.2 4 fs12021ex10-2twelveseas2.htm PROMISSORY NOTE, DATED JULY 20, 2020, ISSUED TO TWELVE SEAS INVESTMENT COMPANY II LLC Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE T

Consent of Neil Richardson**

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Twelve Seas Investment Company II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by T

Certificate of Incorporation**

EX-3.1 2 fs12021ex3-1twelveseas2.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II July 21, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name

Registration Statement - REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on January 29, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twelve Seas Investment Company II (Exact name of registrant as specified in its charter) Delaware 6770 85-2141273 (State or other jurisdiction of incorporation or

Securities Subscription Agreement, dated July 20, 2020, between the Registrant and Twelve Seas Sponsor II LLC**

EX-10.5 5 fs12021ex10-5twelveseas2.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED JULY 20, 2020, BETWEEN THE REGISTRANT AND TWELVE SEAS SPONSOR II LLC Exhibit 10.5 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027 Twelve Seas Sponsor II LLC July 21, 2020 2685 Nottingham Avenue Los Angeles, CA 90027 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreemen

Consent of Anthony Steains**

EX-99.3 7 fs12021ex99-3twelveseas2.htm CONSENT OF ANTHONY STEAINS Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Twelve Seas Investment Company II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities

By Laws**

EX-3.3 3 fs12021ex3-3twelveseas2.htm BY LAWS Exhibit 3.3 BY LAWS OF Twelve Seas Investment Company II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual

BY LAWS Twelve Seas Investment Company II (THE “CORPORATION”) ARTICLE I

EX-3.3 3 filename3.htm Exhibit 3.3 BY LAWS OF Twelve Seas Investment Company II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporat

CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II July 21, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TWELVE SEAS INVESTMENT COMPANY II July 21, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Twelve Seas Investment Company II (the “Cor

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As confidentially submitted to the U.S. Securities and Exchange Commission on September 30, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIS

Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027

EX-10.5 5 filename5.htm Exhibit 10.5 Twelve Seas Investment Company II 2685 Nottingham Avenue Los Angeles, CA 90027 Twelve Seas Sponsor II LLC July 21, 2020 2685 Nottingham Avenue Los Angeles, CA 90027 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on July 21, 2020 by and between Twelve Seas Sponsor II LLC, a Delaware limited liability

PROMISSORY NOTE

EX-10.2 4 filename4.htm Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S