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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): February 13, 2024
Twelve Seas Investment Company II
(Exact name of registrant as specified in its charter)
| Delaware | 001-40123 | 85-2141273 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
228 Park Avenue S.
Suite 89898
New York, New York 10003-1502
(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 share of Class A Common Stock and one-third of one Redeemable Warrant | TWLVU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | TWLV | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | TWLVW | 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 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2023, simultaneously with the execution and delivery of an Agreement and Plan of Merger by and among Twelve Seas Investment Company II, a Delaware corporation (“Twelve Seas II”), Crystal Lagoons U.S. Corp, a Delaware corporation, CL Newco Inc., a newly-incorporated Delaware corporation (“Crystal Lagoons”), Twelve Seas II Merger Sub 1 Inc., a Delaware corporation and wholly owned subsidiary of Twelve Seas II, and Twelve Seas II Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Twelve Seas II, on December 22, 2023, Twelve Seas II entered into a Voting and Support Agreement (the “Sponsor Support Agreement”) with Crystal Lagoons and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to forfeit 6,625,000 shares of Twelve Seas II Class A common stock (the “Founder Shares”).
On February 13, 2024, Twelve Seas II, Crystal Lagoons, and the Sponsor entered into an Amendment to Sponsor Support Agreement (the “Amendment”), pursuant to which the number of Founder Shares the Sponsor agreed to forfeit was reduced from 6,625,000 to 6,170,000. The Amendment also corrects the total number of Founder Shares owned by the Sponsor prior to the forfeiture by reducing the number of Founder Shares from 8,625,000 to 8,225,000.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Amendment to Sponsor Support Agreement, dated as of February 13, 2024, by and among Twelve Seas Investment Company II, CL Newco Inc., and Twelve Seas Sponsor II LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 II | |||
| By: | /s/ Dimitri Elkin | ||
| Name: | Dimitri Elkin | ||
| Title: | Chief Executive Officer | ||
| Dated: February 13, 2024 | |||
Exhibit 10.1
Twelve Seas Sponsor II LLC
228 Park Avenue S., Suite 89898
New York, NY 10003-1502
February 13, 2024
Twelve Seas Investment Company II
228 Park Avenue S., Suite 89898
New York, New York, 10003-1502
Attn: Dimitri Elkin, CEO
CL Newco Inc.
1395 Brickell Avenue, Suite 800
Attn: Patrick Beroiza, Director of Corporate Finance
Email: pberoiza@crystal-lagoons.com
Re: Amendment to Sponsor Support Agreement
Gentlemen:
Reference is made to that (i) certain Sponsor Voting and Support Agreement, dated December 22, 2023 (the “Sponsor Support Agreement”), by and among, Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), CL Newco Inc., a Delaware corporation (the “Company”), and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and (ii) that certain Agreement and Plan of Merger, dated as of December 22, 2023 (the “Merger Agreement”), by and among the Purchaser, the Company, the Crystal Lagoons U.S. Corp., a Delaware corporation, and the other parties thereto. Any term used but not defined in this letter agreement (this “Amendment”) will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement, in the Merger Agreement.
Section 11(h) of the Sponsor Support Agreement provides the terms of the Sponsor Support Agreement may only be amended with the written consent of the Purchaser, the Company and the Sponsor.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser, the Company and Sponsor hereby agree as follows:
| 1. | Amendments to the Sponsor Support Agreement. The Sponsor Support Agreement shall be amended as follows: |
| (a) | The first recital of the Sponsor Support Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
“WHEREAS, the Sponsor owns 8,225,000 shares (the “Founder Shares”) of Purchaser Class A Common Stock, in addition to 660,000 shares of Purchaser Class A Common Stock and 220,000 Purchaser Private Warrants that underlie the Private Placement Units the Sponsor acquired simultaneously with the IPO;”
| (b) | Section 2 of the Sponsor Support Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
2. Forfeiture. At the Closing, the Sponsor shall forfeit and surrender, and the Purchaser shall cause to be cancelled, for no consideration 6,170,000 Founder Shares that are currently held by the Sponsor, and the Sponsor and the Purchaser shall take any other action reasonably requested by the Company to evidence such forfeiture, surrender and cancellation. This Section 2 shall be void and of no force and effect if the Merger Agreement shall be terminated or the Closing shall not occur for any reason.
| 2. | Miscellaneous. |
| (a) | Except as expressly provided in this Amendment, all of the terms and provisions in the Sponsor Support Agreement are and shall remain unmodified and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Sponsor Support Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. |
| (b) | Any reference to the Sponsor Support Agreement in the Sponsor Support Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Sponsor Support Agreement, as amended by this Amendment (or as the Sponsor Support Agreement may be further amended or modified in accordance with the terms thereof). |
| (c) | Each of the parties hereto acknowledges and agrees that such party has full power and authority to enter into this Amendment and has been duly authorized to do so. The execution, delivery and performance of this Amendment will not conflict with or breach any other agreement to which any of the parties or their respective assets are bound. |
| (d) | The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Sponsor Support Agreement, including Section 11 thereof. |
{Remainder of Page Intentionally Left Blank; Signature page follows}
Please indicate your agreement to the foregoing by signing in the space provided below.
| TWELVE SEAS SPONSOR II LLC | ||
| By: | /s/ Dimitri Elkin | |
| Name: | Dimitri Elkin | |
| Title: | Managing Member | |
[Signature Page to Amendment to Sponsor Support Agreement]
| Acknowledged and Agreed: | ||
| TWELVE SEAS INVESTMENT COMPANY II | ||
| By: | /s/ Dimitri Elkin | |
| Name: | Dimitri Elkin | |
| Title: | Chief Executive Officer | |
| Acknowledged and Agreed: | ||
| CL NEWCO INC. | ||
| By: | /s/ Fernando Fischmann Torres | |
| Name: | Fernando Fischmann Torres | |
| Title: | President | |
[Signature Page to Amendment to Sponsor Support Agreement]