Twelve Seas Investment Company II said it is working to regain compliance with Nasdaq listing requirements to avoid being removed from the exchange. The SPAC has yet to file a mandatory quarterly report for the period ended March 31 and had already been notified by the Nasdaq about a tardy 10K for the year ended Dec. 31, 2023.
Twelve Seas II in a proxy filing earlier this month proposed pushing its termination deadline from June 2 to Dec. 2. A shareholder vote was shceduled for May 28, but the results have not been disclosed in regulatory filings.
Twelve Seas II in January announced a merger agreement with Crystal Lagoons for $350 million in stock.
The target is a U.S. company with offices and locations worldwide “that has developed and patented state-of-the-art technology that allows crystalline lagoons of unlimited sizes to be built and maintained at low costs, offering an idyllic beach lifestyle anywhere in the world,” according to its website.
In addition to the stock consideration, Crystal Lagoons shareholders will also have a contingent right to receive up to an additional 1,225,000 shares after the closing based on the price performance of the stock.
The SPAC sustained $318 million in redemptions on a March 2023 extension vote and another $19.6 million in redemptions last November on another extension vote.
Following the second extension, the SPAC had 1,349,381 shares outstanding.
Twelve Seas II originally raised $300 million in a February 2021 IPO to focus on companies located outside the United States, primarily in the Pan-Eurasian region, including Western Europe, Eastern Europe and the Middle East. Read more.
