TWLV Twelve Seas Investment Company II

 Item 3.02 Unregistered Sales of Equity Securities.

On February 6, 2023, Twelve Seas Investment Company II (the “Company”) issued an aggregate of 8,625,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) to Twelve Seas Sponsor II LLC, the sponsor of the Company (the “Sponsor”), upon the conversion of an equal number of shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”) held by the Sponsor (the “Conversion”). The 8,625,000 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B Common Stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there are 44,290,000 shares of Class A Common Stock issued and outstanding and no shares of Class B Common Stock issued and outstanding. As a result of the Conversion, the Sponsor holds 21.0% of the outstanding shares of Class A Common Stock.

The issuance of the shares of Class A Common Stock upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.