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):
September 20, 2019 (September 16, 2019)
Twelve Seas Investment Company
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-38540
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82-3667722
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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135 E. 57th St., 18th Floor
New York, New York 10022
(Address of principal executive offices, including
Zip Code)
(917) 208-6200
(Registrant’s telephone number, including
area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
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Trading Symbols
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Name of Each Exchange on Which Registered
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Units, each consisting of one Ordinary Share, one Right and one Warrant
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BROGU
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The NASDAQ Stock Market LLC
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Ordinary Shares, par value $0.0001 per share
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BROG
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The NASDAQ Stock Market LLC
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Rights, exchangeable into one-tenth of one Ordinary Share
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BROGR
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The NASDAQ Stock Market LLC
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Warrants, each exercisable for one Ordinary Share for $11.50 per share
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BROGW
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The NASDAQ Stock Market LLC
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ADDITIONAL INFORMATION
Brooge Holdings Limited, a Cayman Islands
exempted company (“Pubco”), intends to file with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form F-4 (as amended, the “Registration Statement”), which will include a preliminary
proxy statement of Twelve Seas Investment Company, a Cayman Islands exempted company (“Twelve Seas”), and a
prospectus in connection with the proposed business combination transaction (the “Business Combination”) involving
Twelve Seas, Pubco, and Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free
Zone, UAE (“BPGIC”) and Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the
laws of England and Wales (“Seller”). The definitive proxy statement and other relevant documents will be mailed
to shareholders of Twelve Seas as of a record date to be established for voting on the Business Combination. Shareholders of Twelve
Seas and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto,
and the definitive proxy statement in connection with Twelve Seas’ solicitation of proxies for the special meeting to be
held to approve the Business Combination because these documents will contain important information about Twelve Seas, BPGIC,
Pubco, Seller and the Business Combination, including the merger of Twelve Seas with a wholly-owned subsidiary of Pubco, which
will result in the current security holders of Twelve Seas becoming security holders of Pubco. Shareholders will also be able
to obtain copies of the Registration Statement and the related proxy statement/prospectus, without charge, once available, on
the SEC’s website at www.sec.gov or by directing a request to Twelve Seas by contacting its Chief Financial Officer, Stephen
N. Cannon, c/o Twelve Seas Investment Company, 135 East 57th Street, 18th Floor, New York, New York 10022, at info@twelveseascapital.com.
DISCLAIMER
This report and the exhibits hereto do not
constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE BUSINESS COMBINATION
Twelve Seas, Pubco, BPGIC, Seller and
their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies from the shareholders of Twelve Seas in connection with the Business
Combination. Shareholders of Twelve Seas and other interested persons may obtain more information regarding the names and
interests in the proposed transaction of Twelve Seas’ directors and officers in Twelve Seas’ filings with the
SEC, including Twelve Seas’ annual report on Form 10-K for the year-ended December 31, 2018, which was filed with the
SEC on March 29, 2019. Additional information regarding the interests of such potential participants will also be included in
the Registration Statement (and will be included in the related definitive proxy statement/prospectus) and other relevant
documents when they are filed with the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This report contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995,
that involve risks and uncertainties concerning the Business Combination, BPGIC’s and Pubco’s expected financial performance,
as well as their strategic and operational plans. The actual results may differ materially from expectations, estimates and projections
due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination
Agreement (as defined below); (2) the outcome of any legal proceedings that may be instituted against Twelve Seas, BPGIC, Pubco
or others following announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability
to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of the shareholders
of Twelve Seas; (4) the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure
to obtain consents and approvals of BPGIC’s shareholders and investors or other relevant third parties; (5) delays in obtaining,
adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions
contemplated by the Business Combination Agreement; (6) delays in satisfying in a timely manner the other conditions contained
in the Business Combination Agreement; (7) the risk that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the transactions described herein; (8) the inability to recognize the anticipated benefits
of the Business Combination; (9) the ability to obtain or maintain the listing of Pubco’s securities on NASDAQ following
the Business Combination, including having the requisite number of shareholders; (10) costs related to the Business Combination;
(11) changes in applicable laws or regulations; (12) the possibility that BPGIC may be adversely affected by other economic, business,
and/or competitive factors; and (13) other risks and uncertainties indicated from time to time in filings with the SEC by Twelve
Seas or Pubco. Readers are referred to the most recent reports filed with the SEC by Twelve Seas. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation
to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
FOR INVESTOR AND MEDIA INQUIRIES, PLEASE CONTACT:
Investor Relations
The Equity Group Inc.
Fred Buonocore – (212) 836-9607 / fbuonocore@equityny.com
Mike Gaudreau – (212) 836-9620 / mg@equityny.com
Stephen N Cannon
Chief Financial Officer
Twelve Seas Investment Company
Email: info@twelveseascapital.com
Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed
by Twelve Seas Investment Company, a Cayman Islands exempted company (“Twelve Seas”), in its Current Reports
on Form 8-K that were filed on April 19, 2019, May 2, 2019 and May 13, 2019 with the Securities and Exchange Commission (“SEC”),
on April 15, 2019, Twelve Seas entered into a Business Combination Agreement (as amended, including by the letter agreement, dated
as of April 30, 2019 by and between Twelve Seas and BPGIC (as defined below) and the First Amendment (as defined below), the “Business
Combination Agreement”) with Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”),
Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”),
Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (“BPGIC”),
and Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the laws of England and Wales (“Seller”)
(which joined as a party to the Business Combination Agreement pursuant a joinder agreement, dated May 10, 2019). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.
On September 16,
2019, Twelve Seas, Pubco, BPGIC and Seller entered into the First Amendment to the Business Combination Agreement (the “First
Amendment”) pursuant to which the parties amended the Business Combination Agreement, effective as of September
16, 2019, in order to, among other things, provide for the following: (i) the extension of the Outside Date from “August
31, 2019” to “December 22, 2019”; (ii) the addition of a termination right exercisable by either Twelve Seas
or BPGIC, if the first preliminary Registration Statement is not submitted to the SEC by or on September 30, 2019, provided that
such termination right shall cease upon the submission of such preliminary Registration Statement to the SEC after September 30,
2019; and (iii) the revision of the proposed terms of the post-closing voting agreement in favor of Seller, which is to be entered
into by Twelve Seas’ sponsor and certain other initial shareholders of Twelve Seas, to provide that the voting rights and
restrictions thereunder shall apply to the Pubco ordinary shares and other voting securities of Pubco issuable to such shareholders
upon the conversion or exercise of their (x) Founder Shares, (y) the shares comprising or underlying the units of Twelve Seas that
were issued to such initial shareholders in a private placement transaction concurrently with Twelve Seas’ initial public
offering and (z) the securities of Twelve Seas and Pubco that such initial shareholders acquire or agree to acquire prior to the
closing of the transactions contemplated by the Business Combination Agreement.
The
foregoing description of the First Amendment is not complete and is qualified
in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 2.1 hereto
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
Date: September 20, 2019
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Twelve Seas Investment Company
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By:
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/s/ Stephen N. Cannon
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Stephen N. Cannon
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Chief Financial Officer
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