Twelve Seas Investment Co Iii/cayman
A "blank check" company, Twelve Seas Investment Company III is a special purpose acquisition company (SPAC) set up to raise money from investors and use it to buy or merge with an existing business—it has no operations of its own. Incorporated in the Cayman Islands in 2024, it held its initial public offering in late 2025 and looks for established, profitable companies outside the United States, especially in the oil and gas sector. Its name is said to nod to a global reach, since it hunts targets across seas rather than in its home market.
Class A Common Stock — Liquidated in June 2024 after failing to complete business combination; final redemption ~0.64/share
In connection with the organization of the Issuer, in December 2024, 5,692,500 Class B Ordinary Shares, of which up 742,500 were subject to forfeiture if the underwriter's over-allotment option was not exercised in full (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of December 4, 2024 by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On December 15, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 300,000 Private Placement Units of the Issuer at $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of December 11, 2025, by and between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination ("Private Placement Rights") (as described more fully in the Issuer's Final Prospectus dated December 11, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
In connection with the organization of the Issuer, in December 2024, 5,692,500 Class B Ordinary Shares, of which up 742,500 were subject to forfeiture if the underwriter's over-allotment option was not exercised in full (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of December 4, 2024 by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On December 15, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 300,000 Private Placement Units of the Issuer at $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of December 11, 2025, by and between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination ("Private Placement Rights") (as described more fully in the Issuer's Final Prospectus dated December 11, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
In connection with the organization of the Issuer, in December 2024, 5,692,500 Class B Ordinary Shares, of which up 742,500 were subject to forfeiture if the underwriter's over-allotment option was not exercised in full (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of December 4, 2024 by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On December 15, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 300,000 Private Placement Units of the Issuer at $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of December 11, 2025, by and between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination ("Private Placement Rights") (as described more fully in the Issuer's Final Prospectus dated December 11, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Adage Capital Management, L.P. | 13GPassive | 7.61% | 1.35M | Feb 12, 2026 |
| Robert Atchinson | 13GPassive | 7.61% | 1.35M | Feb 12, 2026 |
| Phillip Gross | 13GPassive | 7.61% | 1.35M | Feb 12, 2026 |
| Twelve Seas Sponsor LLC | 13DActivist | 25.6% | 5.99M | Dec 22, 2025 |
In connection with the organization of the Issuer, in December 2024, 5,692,500 Class B Ordinary Shares, of which up 742,500 were subject to forfeiture if the underwriter's over-allotment option was not exercised in full (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of December 4, 2024 by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On December 15, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 300,000 Private Placement Units of the Issuer at $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of December 11, 2025, by and between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination ("Private Placement Rights") (as described more fully in the Issuer's Final Prospectus dated December 11, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. | ||||
| Twelve Seas Holdings LLC | 13DActivist | 25.6% | 5.99M | Dec 22, 2025 |
In connection with the organization of the Issuer, in December 2024, 5,692,500 Class B Ordinary Shares, of which up 742,500 were subject to forfeiture if the underwriter's over-allotment option was not exercised in full (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of December 4, 2024 by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On December 15, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 300,000 Private Placement Units of the Issuer at $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of December 11, 2025, by and between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination ("Private Placement Rights") (as described more fully in the Issuer's Final Prospectus dated December 11, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. | ||||
| Dimitri Elkin | 13DActivist | 25.6% | 5.99M | Dec 22, 2025 |
In connection with the organization of the Issuer, in December 2024, 5,692,500 Class B Ordinary Shares, of which up 742,500 were subject to forfeiture if the underwriter's over-allotment option was not exercised in full (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of December 4, 2024 by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On December 15, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 300,000 Private Placement Units of the Issuer at $10.00 per Private Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of December 11, 2025, by and between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination ("Private Placement Rights") (as described more fully in the Issuer's Final Prospectus dated December 11, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. | ||||
| Tenor Capital Management Company, L.P. | 13GPassive | 5.2% | 800.0K | Dec 19, 2025 |
| Tenor Opportunity Master Fund, Ltd. | 13GPassive | 5.2% | 800.0K | Dec 19, 2025 |
| Robin Shah | 13GPassive | 5.2% | 800.0K | Dec 19, 2025 |
| Linden Advisors LP | 13GPassive | 5.1% | 900.0K | Dec 19, 2025 |