Adage reports 7.61% Twelve Seas Investment Co III stake (TWLV)

Rhea-AI Filing Summary

Adage Capital Management and its principals have disclosed a significant passive stake in Twelve Seas Investment Co III. They report beneficial ownership of 1,350,000 Class A Ordinary Shares, representing 7.61% of the class, based on 17,745,000 shares outstanding.

The shares are held through Adage-managed funds, with Robert Atchinson and Phillip Gross sharing voting and dispositive power and no sole authority. They state the position was acquired and is held in the ordinary course of business, not to change or influence control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Twelve Seas Investment Co III

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G9145D101

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G9145D101

1

Names of Reporting Persons

Adage Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,350,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,350,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,350,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.61 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G9145D101

1

Names of Reporting Persons

Robert Atchinson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,350,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,350,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,350,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.61 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. G9145D101

1

Names of Reporting Persons

Phillip Gross

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,350,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,350,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,350,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.61 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Twelve Seas Investment Co III
(b)	Address of issuer's principal executive offices: 2685 Nottingham Avenue, Los Angeles, CA, 90027
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Twelve Seas Investment Company III, a Cayman Islands exempted company (the "Company") directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G9145D101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 17,745,000 Class A Ordinary Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on December 12, 2025 and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2025, after giving effect to the completion of the offering, the consummation of the simultaneous private placement and the full exercise of the underwriters' over-allotment option, all as described therein.
(b)	Percent of class: 7.61%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a).
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	02/12/2026

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	02/12/2026

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	02/12/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

What percentage of Twelve Seas Investment Co III (TWLV) does Adage Capital report owning?

Adage Capital and its principals report beneficial ownership of 7.61% of Twelve Seas Investment Co III’s Class A Ordinary Shares. This equals 1,350,000 shares, based on 17,745,000 shares outstanding as referenced from company filings incorporated into the ownership calculation.

How many TWLV Class A Ordinary Shares are beneficially owned by Adage Capital?

Adage Capital and related reporting persons beneficially own 1,350,000 Class A Ordinary Shares of Twelve Seas Investment Co III. This stake, calculated against 17,745,000 shares outstanding, represents 7.61% of the class and reflects shared voting and dispositive power over all reported shares.

Is Adage Capital’s TWLV stake filed as a passive investment on Schedule 13G?

Yes. The reporting persons certify the securities were acquired and are held in the ordinary course of business, not for changing or influencing control. That language, together with the Schedule 13G filing, characterizes Adage’s 7.61% stake in Twelve Seas Investment Co III as a passive investment.

Who are the reporting persons on the Schedule 13G for TWLV?

The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross. They report shared voting and dispositive power over 1,350,000 Class A Ordinary Shares of Twelve Seas Investment Co III through Adage-managed entities and related general partner structures.

What voting and dispositive powers do Adage and principals have over TWLV shares?

The filing reports zero sole voting or dispositive power and 1,350,000 shares of shared voting and shared dispositive power for each reporting person. This means decisions on voting and transactions for Twelve Seas Investment Co III shares are exercised jointly under Adage’s investment management structure.

On what date did Adage’s TWLV ownership trigger the Schedule 13G filing requirement?

The date of the event requiring the Schedule 13G filing is listed as December 31, 2025. As of that date, Adage Capital and its principals crossed the beneficial ownership threshold that necessitated reporting their 1,350,000-share, 7.61% position in Twelve Seas Investment Co III.