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

Rhea-AI Summary

Twelve Seas Investment Company II announced the termination of its business combination agreement with Crystal Lagoons due to unmet conditions by the deadline of May 31, 2024. The company will not seek another business combination.

Additionally, Twelve Seas disclosed that it paid $10.64 per public share to its stockholders, rather than the previously reported $10.558. The company's securities were delisted from the over-the-counter market on June 20, 2024. It expects Nasdaq to file a Form 25 with the SEC on June 28, 2024. Subsequently, the company intends to file a Form 15 to suspend its reporting obligations under Section 12(g) of the Securities Exchange Act of 1934.

Positive

• The amount paid to public stockholders was higher than previously reported, at $10.64 per share.

Negative

• Termination of the business combination agreement with Crystal Lagoons.
• The company will not seek an alternative business combination.
• Delisting from the over-the-counter market on June 20, 2024.
• Expected filing of Form 25 and Form 15 to suspend its reporting obligations.

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 combination with Crystal Lagoons U.S. Corp., a Delaware corporation (“Original Crystal Lagoons”) and CL Newco Inc., a Delaware corporation (“New Crystal Lagoons” and together with Original Crystal Lagoons, “Crystal Lagoons”) was terminated by Crystal Lagoons due to the conditions to the closing of the initial business combination not being satisfied or waived by the outside date of May 31, 2024. The Company will not seek an alternative business combination.

Additionally, the Company announced today that (i) the amount paid to its public stockholders was $10.64 per public share, rather than the previously reported $10.558 per public share (the “Final Redemption Amount”), (ii) the Company’s securities were delisted from the over-the-counter market on June 20, 2024 in connection with the payment of the Final Redemption Amount and (iii) it expects that the Nasdaq Stock Market LLC will file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2024. The Company thereafter intends to file a Form 15 with the SEC to suspend its reporting obligations under Section 12(g) of the Securities Exchange Act of 1934, as amended.

About Twelve Seas Investment Company II

Twelve Seas Investment Company II, a Delaware corporation, is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company could pursue an initial Business Combination target in any business, industry or geographic location, it focused its search on global companies located outside the United States, primarily in the Pan-Eurasian region, including Western Europe, Eastern Europe and the Middle East. The Company also considered prospective targets located in the United States, but which are owned by non-U.S. shareholders, including sovereign wealth funds, family offices or industrial conglomerates headquartered in the Pan-Eurasian region.

Contact:

Dimitri Elkin
Twelve Seas Investment Company II
delkin@twelveseascapital.com

FAQ

Why did Twelve Seas Investment Company II terminate its business combination agreement with Crystal Lagoons?

The business combination agreement was terminated due to unmet conditions by the deadline of May 31, 2024.

What is the final redemption amount for Twelve Seas Investment Company II stockholders?

The final redemption amount paid to public stockholders was $10.64 per share.

When were Twelve Seas Investment Company II's securities delisted?

The securities were delisted from the over-the-counter market on June 20, 2024.

What filings does Twelve Seas Investment Company II expect to make with the SEC?

The company expects Nasdaq to file a Form 25 on June 28, 2024, and plans to file a Form 15 thereafter to suspend its reporting obligations.