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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) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
228 Park Avenue S.
Suite 89898
New
York, New York
(Address of principal executive offices)
10003-1502
(Zip Code)
Registrant’s telephone number,
including area code: +1-(917)
361-1177
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 for $11.50 per share |
|
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
December 1, 2023, Twelve Seas Investment Company II (the “Company”) issued a promissory note (the “Note”)
in the principal amount of up to $202,410 to Twelve Seas Sponsor II LLC
(the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to such amount in connection with the
extension of the date by which the Company must either (i) consummate a business combination, (ii) cease all operations, or (iii) redeem
or repurchase 100% of the Company’s outstanding Public Shares (as defined below), from December 2, 2023 to June 2,
2024, or such earlier date as determined by the Company’s board of directors (the “Extension”).
The
Company will deposit $33,735, or $0.025 per share of the Company’s
Class A common stock sold in the Company’s initial public offering (“Public Share”) that was not redeemed
in connection with the Extension, into the Company’s trust account (i) in connection with the first drawdown under the Note and
(ii) for each of the five subsequent calendar months (commencing on January 3, 2024 and ending on the 2nd day of each subsequent
month), or portion thereof, that is needed by the Company to complete an initial business combination (the “Business Combination”).
Such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders
of Public Shares who elect to have their shares redeemed in connection with the consummation of the Business Combination.
The
Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination or (b)
the date of the liquidation of the Company.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
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: December 5, 2023 |
|
|
|
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 THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
|
Dated as of December 1, 2023 |
|
|
Principal Amount: Up to $202,410 |
New York, New York |
Twelve Seas Investment
Company II, a Delaware corporation and a special purpose acquisition company (the “Maker”), promises to pay to
the order of Twelve Seas Sponsor II LLC, a Delaware limited liability company, or its registered assigns or successors in interest
(the “Payee”), or order, the principal sum of up to Two Hundred and Two Thousand Four Hundred and Ten U.S. Dollars
($202,410) (the “Principal Amount”) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.
1.
Principal. The principal balance of this Note shall be due and payable by the Maker on the earlier of (such date, the “Maturity
Date”), subject to Section 12 below, (a) the date that Maker consummates the Maker’s initial business combination and
(b) the date of the liquidation of the Maker. Under no circumstances shall any individual, including, but not limited to, any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest.
No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown
Requests. Payee will fund up to the Principal Amount into the trust account of Maker established in connection with its initial public
offering (the “Trust Account”), such amounts to be for the benefit of the Maker’s unredeemed shares of Class
A common stock upon redemption or liquidation of the Maker, all in accordance with the Company’s amended and restated certificate
of incorporation, as amended. The principal of this Note may be drawn down in up to six (6) installments of $33,735 per withdrawal, once
per month beginning in December 2023, up until the date on which Maker consummates its initial business combination, upon written request
from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must be made before the 2nd of each
applicable month or any such date as mutually agreed between the parties and state the amount to be drawn down. Payee shall fund each
Drawdown Request via a wire transfer directly to the Trust Account no later than the 9th of each applicable month; provided,
however, that the maximum amount of drawdowns collectively under this Note shall not exceed the Principal Amount. Once an amount is
drawn down under this Note, it shall not be available for future Drawdown Requests. Except as set forth herein, no fees, payments or other
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
4. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note.
5. Events
of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days
of the Maturity Date.
(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive
days.
6. Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of the Payee.
7. Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.
8. Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with
respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
9. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a)
personally or sent by first class registered or certified mail, or overnight courier service to the address designated in writing, (b)
by facsimile to the number most recently provided to such party or such other fax number as may be designated in writing by such party
or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as
may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by
mail.
10. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, in which the proceeds of the initial
public offering (“the “IPO”) conducted by the Maker (including the deferred underwriters’ discounts and
commissions) and the proceeds of the sale of the private units issued in a private placement that occurred simultaneously with the closing
of the IPO were deposited, as described in greater detail in Maker’s Registration Statements on Form S-1 (Nos. 333- 252599 and 333-253560)
filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The provisions of this Section 12 shall be in addition
to, and not in limitation of, any releases of Claims provided by the Payee pursuant to any other agreement between the Payee and the Maker.
13. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.
14. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise)
without the prior written consent of the Payee and any attempted assignment without the required consent shall be void.
[Remainder of page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
|
Twelve Seas Investment Company II |
|
|
|
|
By: |
/s/ Jonathan Morris |
|
|
Name: |
Jonathan Morris |
|
|
Title: |
Chief Financial Officer |
Acknowledged and Agreed:
Twelve Seas Sponsor II LLC
By: |
/s/ Dimitri Elkin |
|
|
Name: |
Dimitri Elkin |
|
|
Title: |
Managing Member |
|
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Twelve Seas Investment C... (NASDAQ:TWLVU)
Historical Stock Chart
From Apr 2024 to May 2024
Twelve Seas Investment C... (NASDAQ:TWLVU)
Historical Stock Chart
From May 2023 to May 2024