SEC Company Response from Twelve Seas Investment Co III (TWLV) — Apr 4, 2025
Twelve Seas Investment Co III/Cayman
Date: April 4, 2025 · CIK: 0002052243 · Accession: 0001213900-25-029116
AI Filing Summary & Sentiment
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Attention: Ronald E. Alper and Pam Long Re: Twelve Seas Investment Company III Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 6, 2025 CIK 0002052243
Dear Mr. Alper and Ms. Long:
Twelve Seas Investment Company III (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on March 18, 2025, relating to the Amendment No. 1 to Draft Registration Statement on Form S-1 (the “Amendment No. 1 to Draft Registration Statement”), filed by the Company with the Commission on March 6, 2025.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. This letter will be filed concurrently with the filing of the Registration Statement on Form S-1 (the “Registration Statement”).
Amendment No. 1 to Draft Registration Statement
Financial Statements
Notes to Financial Statements, page F-7
1. Please tell us how you have complied with the reportable segment disclosure
requirements pursuant to ASU 2023-07 and revise accordingly.
Response: The Company evaluated and included the segment disclosure on pages F-11 and F-12, Note 2 and on pages F-16 and F-17, Note 8 of the Registration Statement.
***
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Dimitri Elkin
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CORRESP 1 filename1.htm VIA EDGAR April 4, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Ronald E. Alper and Pam Long Re: Twelve Seas Investment Company III Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 6, 2025 CIK 0002052243 Dear Mr. Alper and Ms. Long: Twelve Seas Investment Company III (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on March 18, 2025, relating to the Amendment No. 1 to Draft Registration Statement on Form S-1 (the “Amendment No. 1 to Draft Registration Statement”), filed by the Company with the Commission on March 6, 2025. For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. This letter will be filed concurrently with the filing of the Registration Statement on Form S-1 (the “Registration Statement”). Amendment No. 1 to Draft Registration Statement Financial Statements Notes to Financial Statements, page F-7 1. Please tell us how you have complied with the reportable segment disclosure requirements pursuant to ASU 2023-07 and revise accordingly. Response: The Company evaluated and included the segment disclosure on pages F-11 and F-12, Note 2 and on pages F-16 and F-17, Note 8 of the Registration Statement. *** We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300. Sincerely, /s/ Dimitri Elkin Dimitri Elkin, Chief Executive Officer cc: Ellenoff Grossman & Schole LLP