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 15, 2019
Twelve Seas Investment Company
(Exact name of registrant as specified in its
charter)
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Cayman Islands
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001-38540
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82-3667722
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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135 E. 57th St., 18th Floor
New York, New York 10022
(Address of principal executive offices, including
Zip Code)
(917) 208-6200
(Registrant’s telephone number, including
area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on Which Registered
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Units, each consisting of one Ordinary Share, one Right and one Warrant
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BROGU
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The NASDAQ Stock Market LLC
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Ordinary Shares, par value $0.0001 per share
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BROG
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The NASDAQ Stock Market LLC
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Rights, exchangeable into one-tenth of one Ordinary Share
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BROGR
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The NASDAQ Stock Market LLC
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Warrants, each exercisable for one Ordinary Share for $11.50 per share
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BROGW
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The NASDAQ Stock Market LLC
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ADDITIONAL INFORMATION
Brooge Holdings Limited, a Cayman Islands
exempted company (” Pubco “), filed with the Securities and Exchange Commission (the ” SEC”)
a registration statement on Form F-4 (File No. 333-233964) on September 27, 2019 (as amended, the ” Registration Statement
“), which included a preliminary proxy statement of Twelve Seas Investment Company, a Cayman Islands exempted company (”
Twelve Seas “), and a prospectus in connection with the proposed business combination transaction (the ” Business
Combination “) involving Twelve Seas, Pubco, Brooge Petroleum And Gas Investment Company FZE, a company formed under
the laws of the Fujairah Free Zone, UAE (” BPGIC “) and Brooge Petroleum and Gas Investment Company (BPGIC)
PLC, a company formed under the laws of England and Wales (“Seller”). On November 5, 2019, Pubco filed Amendment
No. 1 to the Registration Statement. On November 14, 2019, Pubco filed Amendment No. 2 to the Registration Statement. Following
the effectiveness of the Registration Statement, Twelve Seas will mail a definitive proxy statement and other relevant documents
to its shareholders as of November 15, 2019, the record date established for voting on the Business Combination. Shareholders of
Twelve Seas and other interested persons are advised to read, the preliminary proxy statement, and amendments thereto, and the
definitive proxy statement, when available, in connection with Twelve Seas’ solicitation of proxies for the special meeting
to be held to approve the Business Combination because these documents contain and will contain important information about Twelve
Seas, BPGIC, Pubco, Seller and the Business Combination, including the merger of Twelve Seas with a wholly-owned subsidiary of
Pubco which will result in the current security holders of Twelve Seas becoming security holders of Pubco. Shareholders will also
be able to obtain copies of the Registration Statement and the related proxy statement/prospectus, without charge, once available,
on the SEC’s website at www.sec.gov or by directing a request to Twelve Seas by contacting its Chief Financial Officer, Stephen
N. Cannon, c/o Twelve Seas Investment Company, 135 East 57th Street, 18th Floor, New York, New York 10022, or at info@twelveseascapital.com.
DISCLAIMER
This report and the exhibits hereto do not
constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption
from registration requirements.
PARTICIPANTS IN THE BUSINESS COMBINATION
Twelve Seas, Pubco, BPGIC, Seller and their
respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of Twelve Seas in connection with the Business Combination. Shareholders of
Twelve Seas and other interested persons may obtain more information regarding the names and interests in the proposed transaction
of Twelve Seas’ directors and officers in Twelve Seas’ filings with the SEC, including in the Registration Statement
and in the preliminary proxy statement of Twelve Seas which was filed with the SEC on September 27, 2019 (as amended, the “Preliminary
Proxy Statement”) and in the definitive proxy statement, final prospectus and other relevant documents when they are filed
with the SEC.
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This report contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995,
that involve risks and uncertainties concerning the Business Combination, BPGIC’s and Pubco’s expected financial performance,
as well as their strategic and operational plans. The actual results may differ materially from expectations, estimates and projections
due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited
to: (1) BPGIC’s ability to obtain additional land on which it can develop additional facilities on commercially attractive
terms, including its ability to enter into a final lease agreement for the plot of land in the part of Fujairah where BPGIC currently
plans to locate its Phase III facilities; (2) the loss of any end-users; (3) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Business Combination Agreement by and between Twelve Seas, Pubco, Brooge Merger
Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, BPGIC and Seller (the “Business
Combination Agreement”); (4) the outcome of any legal proceedings that may be instituted against Twelve Seas, BPGIC,
Pubco or others following announcement of the Business Combination Agreement and the transactions contemplated therein; (5) the
inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval
of the shareholders of Twelve Seas; (6) the inability to complete the transactions contemplated by the Business Combination Agreement
due to the failure to obtain consents and approvals of BPGIC’s shareholders and investors or other relevant third parties;
(7) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to
complete the transactions contemplated by the Business Combination Agreement; (8) delays in satisfying in a timely manner the other
conditions contained in the Business Combination Agreement; (9) the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the transactions described herein; (10) the inability to recognize
the anticipated benefits of the Business Combination; (11) the ability to obtain or maintain the listing of Pubco’s securities
on NASDAQ following the Business Combination, including having the requisite number of shareholders; (12) costs related to the
Business Combination; (13) changes in applicable laws or regulations; (14) the possibility that BPGIC may be adversely affected
by other economic, business, and/or competitive factors; and (15) other risks and uncertainties indicated from time to time in
filings with the SEC by Twelve Seas or Pubco. Readers are referred to the most recent reports filed with the SEC by Twelve Seas
and Pubco. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date
made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information,
future events or otherwise.
FOR INVESTOR AND MEDIA INQUIRIES, PLEASE
CONTACT:
Investor Relations
The Equity Group Inc.
Fred Buonocore – (212) 836-9607 / fbuonocore@equityny.com
Mike Gaudreau – (212) 836-9620 / mg@equityny.com
Twelve Seas Investment Company
Stephen N. Cannon, Chief Financial Officer
Email: info@twelveseascapital.com
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Item 8.01 Other Events.
On November 15, 2019, Twelve
Seas issued a press release announcing that Pubco has filed an amendment to the Registration Statement and Twelve Seas has filed
an amendment to the Preliminary Proxy Statement. Pubco also announced that it has informed Twelve Seas that it intends to engage
in discussions with certain investors and potential investors in Twelve Seas regarding Pubco possibly paying a quarterly dividend
to its public shareholders after the consummation of the Business Combination. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
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.
Date: November 15, 2019
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Twelve Seas Investment Company
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By:
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/s/ Stephen N. Cannon
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Stephen N. Cannon
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Chief Financial Officer
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