Twelve Seas Investment Company III Announces Pricing of $150,000,000 Initial Public Offering

Rhea-AI Summary

Twelve Seas Investment Company III (NASDAQ: TWLVU) priced an initial public offering of 15,000,000 units at $10.00 per unit for gross proceeds of $150,000,000. Units will begin trading on December 12, 2025 on the Nasdaq Global Market under the symbol TWLVU, with separate trading of shares and rights expected under TWLV and TWLVR once split. Closing is anticipated on or about December 15, 2025, subject to customary conditions. The underwriters have a 45-day option to purchase up to 2,250,000 additional units to cover over-allotments. The company is a blank check vehicle targeting a global business combination, with emphasis on established profitable companies outside the U.S., including oil and gas opportunities. Key management named include Dimitri Elkin (CEO) and Jonathan Morris (CFO).

Positive

• Gross proceeds of $150,000,000 from the IPO
• Nasdaq listing begins December 12, 2025 under symbol TWLVU
• 45-day over-allotment option for 2,250,000 units (15%)

Negative

• No operating business at IPO; formed as a blank check company

Key Figures

IPO size $150,000,000 Initial public offering of units

Units offered 15,000,000 units IPO unit count

Unit price $10.00 per unit IPO pricing

Right conversion 1/10 Class A share Right per unit upon business combination

Over-allotment units 2,250,000 units Underwriters’ option to purchase additional units

Over-allotment period 45 days Underwriters’ option duration

Trading start date December 12, 2025 Nasdaq Global Market listing of units

Effective date December 11, 2025 SEC effectiveness of registration statement

Market Reality Check

$10.63 Last Close

Volume Volume 147 matches its 20-day average of 147, showing no pre-news volume shift. normal

Peers on Argus

Within Blank Checks/Shell peers, moves were mixed: one peer up 3.04%, one down 2.78%, and others flat, while TWLVU showed 0% change, suggesting stock-specific IPO dynamics rather than a clear sector move.

Market Pulse Summary

This announcement details the pricing of a $150,000,000 SPAC IPO at $10.00 per unit, with 15,000,000 units each including a right to receive 1/10 of a Class A share upon a business combination. Trading is expected to begin on December 12, 2025, following SEC effectiveness on December 11, 2025. Investors may track the company’s progress toward identifying a business combination target and any updates on the use of its capital structure.

Key Terms

initial public offering financial

"announced the pricing of its initial public offering of 15,000,000 units"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

blank check company financial

"The Company is a blank check company formed for the purpose of effecting a merger"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

business combination financial

"upon the consummation of the Company’s initial business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

over-allotments financial

"option to purchase up to an additional 2,250,000 units ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

registration statement regulatory

"A registration statement relating to the units and the underlying securities was declared effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"The offering is being made only by means of a prospectus, copies of which may be obtained"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

Los Angeles, California, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Twelve Seas Investment Company III (NASDAQ: TWLVU) (the “Company”) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The Company's units will be listed on the Nasdaq Global Market under the symbol “TWLVU” and will begin trading on December 12, 2025. Each unit issued in the offering consists of one Class A ordinary share of the Company and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of the Company’s initial business combination. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on NASDAQ under the symbols “TWLV” and “TWLVR,” respectively. The closing of the offering is anticipated to take place on or about December 15, 2025, subject to customary closing conditions.

The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination target in any industry or geographical location. It intends to focus its search on global companies located outside the United States, with an emphasis on established profitable enterprises in oil and gas and other sectors which it believes are proven. The Company will also consider prospective targets located in the United States, but which are owned by non-U.S. shareholders, including sovereign wealth funds, family offices, international entrepreneurs or global industrial conglomerates. The Company’s management team is led by Dimitri Elkin, its Chief Executive Officer and a director, and Jonathan Morris, its Chief Financial Officer. Julian Vickers, Bob Foresman, Greg Nelson and Olga Klimova are expected to be independent directors.

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, acted as the sole book-running manager for the offering. Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP served as legal counsel to the Company, and Greenberg Traurig, LLP served as legal counsel to the underwriters. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any.

A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on December 11, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus, copies of which may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24^th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com. Copies of the registration statement can be accessed for free through the SEC's website at www.sec.gov.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering. No assurance can be given that such offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contact Information:

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

FAQ

How many units did TWLVU sell in the IPO and at what price?

TWLVU sold 15,000,000 units at $10.00 per unit.

When will TWLVU begin trading on Nasdaq and under what symbol?

Units begin trading on December 12, 2025 on Nasdaq Global Market under TWLVU.

What is the expected closing date for TWLVU's offering?

The offering closing is anticipated on or about December 15, 2025, subject to customary closing conditions.

What over-allotment option did TWLVU grant the underwriters?

Underwriters have a 45-day option to buy up to 2,250,000 additional units at the IPO price to cover over-allotments.

What business will TWLVU pursue after the IPO and who leads the team?

TWLVU is a blank check company targeting a global business combination with emphasis on established profitable companies outside the U.S., especially in oil and gas; management includes Dimitri Elkin (CEO) and Jonathan Morris (CFO).