SEC Comment Letter for Twelve Seas Investment Co III (TWLV) — Nov 18, 2025
Twelve Seas Investment Co III/Cayman
Date: Nov. 18, 2025 · CIK: 0002052243 · Accession: 0000000000-25-010813
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286408
Letter
November 18, 2025 Dimitri Elkin Chief Executive Officer Twelve Seas Investment Company III 2685 Nottingham Avenue Los Angeles, CA 90027 Re:Twelve Seas Investment Company III Amendment No. 2 to Registration Statement on Form S-1 Filed September 12, 2025 Amendment No. 3 to Registration Statement on Form S-1 Filed November 12, 2025 File No. 333-286408 Dear Dimitri Elkin: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe this comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 18, 2025 letter. Amendments No. 2 and 3 to Registration Statement on Form S-1 Exhibits 1.We note your disclosure in paragraph 21.1 of your Amended and Restated Memorandum of Association filed as Exhibit 3.2 and on page 158 of your registration statement that at least five clear days notice will be given of any general meeting. With respect to the number of days notice prior to a general meeting called for the purpose of a shareholder vote in connection with an initial business combination, please revise your registration statement and Exhibit 3.2 to be consistent with the minimum dissemination period in Exchange Act Rule 14a-6(q).
November 18, 2025 Page 2 Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at 202-551- 3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Stuart Neuhauser, Esq.
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November 18, 2025
Dimitri Elkin
Chief Executive Officer
Twelve Seas Investment Company III
2685 Nottingham Avenue
Los Angeles, CA 90027
Re:Twelve Seas Investment Company III
Amendment No. 2 to Registration Statement on Form S-1
Filed September 12, 2025
Amendment No. 3 to Registration Statement on Form S-1
Filed November 12, 2025
File No. 333-286408
Dear Dimitri Elkin:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe this comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our March 18, 2025 letter.
Amendments No. 2 and 3 to Registration Statement on Form S-1
Exhibits
1.We note your disclosure in paragraph 21.1 of your Amended and Restated
Memorandum of Association filed as Exhibit 3.2 and on page 158 of your registration
statement that at least five clear days notice will be given of any general meeting.
With respect to the number of days notice prior to a general meeting called for the
purpose of a shareholder vote in connection with an initial business combination,
please revise your registration statement and Exhibit 3.2 to be consistent with the
minimum dissemination period in Exchange Act Rule 14a-6(q).
November 18, 2025
Page 2
Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser, Esq.