Twelve Seas Investment Company III Completes $172,500,000 Initial Public Offering

Rhea-AI Summary

Twelve Seas Investment Company III (NASDAQ:TWLVU) completed its initial public offering, selling 17,250,000 units at $10.00 per unit for gross proceeds of $172,500,000, including 2,250,000 units from the underwriters’ over-allotment option.

The proceeds from the IPO and a simultaneous private placement were placed in the company’s trust account for public shareholders. Units began trading on NASDAQ on December 12, 2025 under TWLVU; once separated, shares and rights are expected to trade as TWLV and TWLVR. The company is a blank check vehicle formed to complete a business combination, with a stated focus on global, primarily non-U.S., profitable companies including oil and gas.

Positive

• Gross proceeds of $172,500,000 raised
• 17,250,000 units sold at $10.00 per unit
• 2,250,000-unit over-allotment fully exercised
• IPO units began trading Dec 12, 2025 on NASDAQ

Negative

• No identified acquisition target; blank check status persists
• Primary focus on non-U.S. targets increases geopolitical exposure
• Funds placed in trust until a business combination is completed

Key Figures

Gross IPO proceeds $172,500,000 Initial public offering units sold

Units sold 17,250,000 units IPO size including over-allotment

IPO unit price $10.00 per unit Initial public offering pricing

Over-allotment units 2,250,000 units Underwriters’ over-allotment option fully exercised

Trust account funding $172,500,000 Proceeds placed in trust for public shareholders

Right conversion ratio 1/10 Class A share Each right converts upon initial business combination

Current price $10.00 Matches IPO price; 0% change today

52-week range $10.00 – $12.0894 Current price at low, 17.28% below high

Market Reality Check

$9.98 Last Close

Volume Volume 6,409,896 is about 20x the 20-day average of 320,495, reflecting heavy trading attention around the IPO. high

Technical Trading at $10.00, at the 52-week low and about 17.28% below the $12.0894 52-week high, but still above the 200-day MA at $8.14.

Peers on Argus

Within Blank Checks/Shells, peers are mixed: ATMVU up 3.04%, CHARU down 2.78%, others flat. TWLVU’s flat price at $10.00 suggests IPO-specific trading rather than a broad sector move.

Market Pulse Summary

This announcement details the completion of an IPO for a SPAC raising $172,500,000, with all proceeds placed into a trust account and units priced at $10.00. The structure grants one Class A share plus rights that convert into additional shares after a business combination. Investors may track the sponsor’s progress in identifying targets, proposed transaction terms, and any subsequent shareholder votes or redemption levels as key milestones.

Key Terms

over-allotment option financial

"including 2,250,000 units sold pursuant to the full exercise of the underwriters’ over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

trust account financial

"$172,500,000 was placed in the Company’s trust account for the benefit of the Company’s public shareholders"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

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

"for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar 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.

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 was 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. 15, 2025 (GLOBE NEWSWIRE) -- Twelve Seas Investment Company III(NASDAQ:TWLVU) (the “Company”) today announced the closing of its initial public offering of 17,250,000 units, including 2,250,000 units sold pursuant to the full exercise of the underwriters’ over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $172,500,000. Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $172,500,000 was placed in the Company’s trust account for the benefit of the Company’s public shareholders.

The Company’s units began trading on the Nasdaq Global Market (“NASDAQ”) on December 12, 2025, under the ticker symbol “TWLVU.” Each unit 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 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 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.

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 was made only by means of a prospectus, copies of which may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th 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. 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 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

What did Twelve Seas Investment Company III (TWLVU) raise in its IPO?

The IPO sold 17,250,000 units at $10.00 each, raising $172,500,000 in gross proceeds.

When did TWLVU begin trading on NASDAQ and under what symbol?

Units began trading on December 12, 2025 on NASDAQ under the symbol TWLVU.

What is inside each TWLVU unit and future ticker symbols?

Each unit includes one Class A ordinary share and a right to receive 1/10 of a Class A share; separated securities are expected as TWLV and TWLVR.

How much of the IPO proceeds were placed in the company trust account?

$172,500,000 of the proceeds were placed in the company’s trust account for public shareholders.

What types of acquisition targets will TWLVU pursue after the IPO?

The company intends to focus on global companies located outside the United States, emphasizing established profitable enterprises including oil and gas, while also considering certain U.S. targets owned by non-U.S. shareholders.

Who led the offering and who are key advisors for TWLVU's IPO?

Cohen & Company Capital Markets acted as sole book-running manager; legal counsel included Ellenoff Grossman & Schole LLP, Ogier (Cayman) LLP, and Greenberg Traurig, LLP.