🧾 What This Document Is

This is the Annual Report (Form 10-K) for Twelve Seas Investment Company III, a special purpose acquisition company (SPAC or "blank check" company). It's a required yearly filing with the SEC that gives a detailed snapshot of the company's business, financial condition, and risks. Think of it as the company's comprehensive report card for the fiscal year that ended December 31, 2025.

🏢 What The Company Does

👉 In simple terms, this company was created for one purpose: to find another business, acquire it, and take that business public through itself. It doesn't have any products or operations of its own.

Business Model: It's a SPAC. It raised money from investors in an Initial Public Offering (IPO) with the promise to find and merge with an existing private company (the "target") within a set timeframe. This is called a "Business Combination."
Industry: It operates in the "blank check" or SPAC industry. Its specific niche is targeting companies in the Pan-Eurasian region (Western Europe, Eastern Europe, Southeast Asia, and the Middle East).

💰 Financial Highlights

Cash in the Trust Account: As of December 31, 2025, the company held $172,766,305 in its trust account. This is the money raised from investors that will be used for the future acquisition, subject to redemptions.
Public Shares Outstanding: As of March 30, 2026, there were 17,745,000 Class A Ordinary Shares and 5,692,500 Class B Ordinary Shares issued and outstanding.
Redemption Price: The approximate price per share a public shareholder would get if they chose to redeem their shares (get their money back from the trust) was $10.01 as of December 31, 2025.

🚀 Key Moves & Timeline

This is a "pre-combination" SPAC. Its key moves so far have been:

IPO: It completed its IPO, raising the capital now in the trust account.
Listing: Its securities (Units, Shares, Rights) began trading on Nasdaq in late 2025 and early 2026.
The Clock is Ticking: It has until December 15, 2027, to find and complete a Business Combination. If it fails, it must liquidate and return the trust money to shareholders.

📦 The Sponsor & Potential Dilution

The "Sponsor" is Twelve Seas Holdings LLC, led by CEO Dimitri Elkin. The Sponsor bought "Founder Shares" at a very low price ($0.004 per share). 👉 Why it matters: This creates significant dilution for public investors. When the company finds a target and merges, those cheaply acquired Founder Shares will convert into regular shares, taking up a large chunk of the combined company (about 25% before any adjustments). This means public investors' ownership gets "diluted" or watered down.

🔍 The Search & Strategy

Target Criteria: Looking for companies with an equity value between $200 million and $2 billion. They want businesses that would benefit from being listed on U.S. markets and can show a path to strong earnings and cash flow growth.
Geographic Focus: Specializing in non-U.S. opportunities, specifically the Pan-Eurasian region. They explicitly state they will not pursue opportunities related to China.
Sector Preference: No specific sector, but they will prioritize established, profitable industries, with emphasis on natural resources and related sectors.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced Team: The management team has deep networks and decades of experience investing in the target regions since the early 1990s.
Clear Focus: Their geographic niche sets them apart from many other U.S.-listed SPACs.
Capital Ready: They have over $172 million ready to deploy for an acquisition.

⚠️ Major Risks:

No Guarantee of a Deal: They may not find a suitable target business at all.
Dilution is Inevitable: Public shareholders will be significantly diluted by the Sponsor's Founder Shares and other potential share issuances.
Cross-Border Complexity: Investing overseas brings currency risk, political risk, and legal/regulatory hurdles.
Time Pressure: The December 2027 deadline creates pressure to do a deal, which could lead to suboptimal choices.
Redemption Overhang: When they announce a deal, public shareholders can choose to redeem their shares, potentially taking most of the cash out of the trust, which could jeopardize the deal.

🔮 What's Next

The company is now actively searching for a Business Combination target using its management team's network. Once a target is identified and a deal is negotiated, they will:

File proxy materials or tender offer documents with the SEC.
Give public shareholders the chance to vote on the deal or redeem their shares for their pro-rata share of the trust account.
If approved and funded, complete the merger, transforming the private target into a public company.

🧠 The Analogy

Imagine a skilled but empty shopping mall (the SPAC) built by an experienced developer (the Sponsor). The developer raised money from investors (the trust account) to buy a popular store and move it into the mall. They have 3 years to find the perfect store. Investors own a share of the mall, but the developer owns a big chunk for a very low price. If the developer finds a great store, everyone benefits, but the investor's slice of the pie gets smaller because the developer's cheap share becomes valuable. If they can't find a store in time, they shut down the mall and give investors their money back.

📇 Key Contacts & People

Registrant Address: 2685 Nottingham Avenue, Los Angeles, CA 90027
Telephone: (917) 361-1177
Key Person: Dimitri Elkin (Director and Chief Executive Officer, managing member of the Sponsor)
Officer Mentioned: A Mr. Morris is also mentioned as part of the management team.

🧩 Final Takeaway

Twelve Seas III is a "blank check" company with a Eurasian focus and a ticking clock. Its success depends entirely on its management team's ability to use their experience and network to find a suitable overseas company to merge with before December 2027, all while navigating the significant dilution inherent in the SPAC structure.

Twelve Seas Investment Co III/Cayman — 10-K Filing