Jun. 10 at 11:38 AM
$TWLV Twelve Seas Investment Company II announces plan to liquidate
Twelve Seas Investment Company II announced that its board of directors has determined not to implement the extension of the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from June 2, 2024 to December 2, 2024, or such earlier date as determined by the Board that was approved on May 28, 2024 at a special meeting of stockholders and it intends to liquidate the Company instead.
The Board made these determinations based on its belief that the Company would be unable to consummate a Business Combination by August 26, 2024, the deadline provided by the Nasdaq Stock Market LLC Hearings Panel following a hearing held on May 2, 2024 regarding the Company's non-compliance with Nasdaq Listing Rule IM-5101-2 and Nasdaq Listing Rule 5250(c)(1). Consequently, all shares submitted by stockholders for redemption in connection with the Meeting are being returned to such redeeming stockholders per the terms of the Third Extension as set forth in the Company's Definitive Preliminary Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 14, 2024.
On June 4, 2024, the Company notified the Panel of its decision to withdraw from the hearings process and on June 6, 2024, the Company received confirmation from the staff of the Listing Qualifications Department of Nasdaq about the withdrawal decision. As a result of the Company withdrawing its appeal, its public securities will be suspended from trading on the Nasdaq Capital Market at the open of business on June 10, 2024.
The Company's public securities will then begin trading on the over-the-counter market on June 10, 2024, under the same trading symbols, "TWLV", TWLVU" and "TWLVW". On June 4, 2024, the Board also determined that it is in the best interests of the Company's stockholders for the Company to not utilize the Third Extension and instead to cease all operations except for the purpose of winding up as soon as practicable, as promptly as reasonably possible redeem the shares of Class A common stock that were included in the units issued in the Company's initial public offering at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders, subject to applicable law, and as promptly as reasonably possible following the Redemption, subject to the approval of the Company's remaining stockholders and its Board, liquidate the funds held in the Trust Account and dissolve the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless. Twelve Seas Sponsor II LLC, the Company's sponsor, has agreed to waive its redemption rights with respect to the shares of Class B common stock of the Company issued prior to the IPO and shares of the Company's Class A common stock issued upon conversion of the Class B common stock. In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company, as its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof, less
$100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public Shares.
The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately
$10.558 per share which amount reflects the payment of up to
$100,000 of dissolution expenses and the payment of taxes. All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company's transfer agent. Beneficial owners of Public Shares held in "street name," however, will not need to take any action in order to receive the Redemption Amount.
The Redemption Amount is expected to be paid out within ten business days after the instruction to Continental to commence the Redemption and Liquidation.
