Twelve Seas III (NASDAQ: TWLV) starts separate trading of shares, rights

Rhea-AI Filing Summary

Twelve Seas Investment Company III reported that the units issued in its initial public offering will begin trading as separate securities. Starting January 9, 2026, holders of units, each made up of one Class A ordinary share and one right, may elect to trade the Class A ordinary shares and the rights independently.

Any units that are not separated will continue to trade on the Nasdaq Global Market under the symbol TWLVU. The Class A ordinary shares are expected to trade under TWLV, and the rights, each entitling the holder to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination, are expected to trade under TWLVR. Holders must have their brokers contact Continental Stock Transfer & Trust Company to process the separation.

false 0002052243 Twelve Seas Investment Co III/Cayman 0002052243 2026-01-07 2026-01-07 0002052243 TWLV:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember 2026-01-07 2026-01-07 0002052243 TWLV:ClassOrdinarySharesParValue0.0001PerShareMember 2026-01-07 2026-01-07 0002052243 TWLV:RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember 2026-01-07 2026-01-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 7, 2026

Twelve Seas Investment Company III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43011		86-2888466
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2685 Nottingham Avenue
Los Angeles, CA 90027

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (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 Class A ordinary share and one right		TWLVU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		TWLV		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination		TWLVR		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 8.01. Other Events.

Separate Trading of Class A Ordinary Shares and Rights

On January 7, 2026, Twelve Seas Investment Company III (the “Company”) announced that, commencing on January 9, 2026, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one right (“Right”) to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination, may elect to separately trade the Class A Ordinary Shares and the Rights included in the Units. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “TWLVU.” The Class A Ordinary Shares and the Rights are expected to trade on the Nasdaq Global Market under the symbols “TWLV” and “TWLVR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Rights.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated January 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 III
Date: January 7, 2026	By:	/s/ Dimitri Elkin
		Name:	Dimitri Elkin
		Title:	Chief Executive Officer

2

FAQ

What did Twelve Seas Investment Company III (TWLV) announce in this Form 8-K?

The company announced that, beginning January 9, 2026, holders of its IPO units may elect to trade the Class A ordinary shares and rights included in those units separately on the Nasdaq Global Market.

When does separate trading of Twelve Seas III (TWLV) units begin?

Separate trading of the Class A ordinary shares and rights included in the units is expected to commence on January 9, 2026.

What does each Twelve Seas Investment Company III unit consist of?

Each unit consists of one Class A ordinary share, par value $0.0001 per share, and one right to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination.

What are the Nasdaq trading symbols for TWLV units, shares, and rights?

The units trade under TWLVU. The Class A ordinary shares are expected to trade under TWLV, and the rights are expected to trade under TWLVR on the Nasdaq Global Market.

How can holders of TWLV units separate their Class A shares and rights?

Holders of units must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate the units into Class A ordinary shares and rights.

Do TWLV units continue to trade if they are not separated?

Yes. Any units that are not separated will continue to trade under the symbol TWLVU on the Nasdaq Global Market.