STOCK TITAN
  1. Home
  2. Sec-filings
  3. TWLV
  4. [NT 10-Q] Twelve Seas Investment Co III/Cayman SEC Filing

Twelve Seas III (TWLV) misses deadline for Q2 report

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

Twelve Seas Investment Company III filed a Notification of Late Filing (Form 12b-25) for its Quarterly Report on Form 10-Q for the period ended June 30, 2026. The company states it could not file the report on time because it was unable to finalize its financial results without unreasonable expense or effort.

Management explains that additional time is needed to compile and verify data and to obtain the necessary review of the Form 10-Q before filing. The company also includes standard forward-looking statements language highlighting risks and uncertainties and referring investors to previously filed risk factor disclosures.

Positive

  • None.

Negative

  • Quarterly Report on Form 10-Q for June 30, 2026 was not filed on time, indicating a delay in financial reporting while results are finalized.

Insights

Analyzing...

Notification of Late Filing regulatory
"This Notification of Late Filing on Form 12b-25 contains forward-looking"
A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.
Form 12b-25 regulatory
"This Notification of Late Filing on Form 12b-25 contains forward-looking"
Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.
Rule 12b-25 regulatory
"seeks relief pursuant to Rule 12b-25(b), the following should be"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the Private Securities"

FAQ

What did TWLV announce in this Form 12b-25?
Twelve Seas Investment Company III announced it did not file its Form 10-Q for the period ended June 30, 2026 on time and has submitted a Notification of Late Filing (Form 12b-25) instead.

Why was TWLV’s Form 10-Q for June 30, 2026 filed late?
The company states it could not file the Form 10-Q on time because it was unable to finalize its financial results without unreasonable expense or effort and needs more time to compile, verify, and review the required data.

What rule does TWLV rely on for this late Form 10-Q filing?
The company relies on Rule 12b-25, which allows issuers to request limited relief when a periodic report cannot be filed on time without unreasonable effort or expense, subject to the rule’s conditions and timing requirements.

Who signed TWLV’s Notification of Late Filing for the Form 10-Q?
The Notification of Late Filing was signed on behalf of Twelve Seas Investment Company III by Dimitri Elkin, who is identified as the company’s Chief Executive Officer and the duly authorized signatory.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
 

 

SEC FILE NUMBER 001-43011
CUSIP NUMBER

G9145D 127 (Units)

G9145D 101 (Ordinary Shares)

G9145D 119 (Rights)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):  

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K

☒ Form 10-Q
☐ Form N-SAR ☐ Form N-CSR

   
    For Period Ended: June 30, 2026
   
    ☐ Transition Report on Form 10-K
    ☐ Transition Report on Form 20-F
    ☐ Transition Report on Form 11-K
    ☐ Transition Report on Form 10-Q
    ☐ Transition Report on Form N-SAR
     
    For the Transition Period Ended:

 

Read attached instruction sheet before preparing form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I REGISTRANT INFORMATION

 

Twelve Seas Investment Company III

Full Name of Registrant

 

N/A

Former Name if Applicable

 

2685 Nottingham Avenue

Address of Principal Executive Office (Street and Number)

 

Los Angeles, CA 90027

City, State and Zip Code

 

 

 

 

PART II RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒ (a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or

expense;

     
  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From

N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or

the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth

calendar day following the prescribed due date; and

     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Quarterly Report on Form 10-Q of Twelve Seas Investment Company III (the “Company”) could not be filed within the prescribed time period due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report. The Company requires additional time to compile and verify the data required to be included in the Form 10-Q.

 

PART IV OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Dimitri Elkin   +1   (917) 361-1177
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Disclosures About Forward-Looking Statements

 

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s annual and quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

 

2

 

 

Twelve Seas Investment Company III

(Name of Registrant as Specified in Charter)

 

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 17, 2026

 

By:/s/ Dimitri Elkin
   Name: Dimitri Elkin
   Title:Chief Executive Officer

 

3

 

Source: View Original Filing on SEC EDGAR