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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 27, 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

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On February 27, 2024, Twelve Seas Investment Company II, a Delaware corporation (the “Company”), received a notice (the “Notice”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has failed to comply with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.

 

Pursuant to the Notice, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on March 7, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.

 

The Company intends to timely request a hearing before the Panel to appeal the Notice received on February 27, 2024. A hearing request will stay the suspension of trading on the Company’s securities, and the Company’s securities will continue to trade on The Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision.

 

There can be no assurance that the Panel will grant the Company’s request for a suspension of delisting or continued listing on The Nasdaq Capital Market.

 

1

 

 

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 29, 2024    

 

 

2

 

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Cover
Feb. 27, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 27, 2024
Entity File Number 001-40123
Entity Registrant Name Twelve Seas Investment Co. II
Entity Central Index Key 0001819498
Entity Tax Identification Number 85-2141273
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 228 Park Avenue S.
Entity Address, Address Line Two Suite 89898
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 00000
City Area Code 917
Local Phone Number 361-1177
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant  
Title of 12(b) Security Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
Trading Symbol TWLVU
Security Exchange Name NASDAQ
Class A Common Stock, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol TWLV
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol TWLVW
Security Exchange Name NASDAQ
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