SecProbe.io

CORRESP
 1
 filename1.htm

 December 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo

 Re:
 Twelve Seas Investment Company III

 Registration Statement on Form S-1

 Filed April 7, 2025, as amended

 File No. 333-286408

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Twelve Seas Investment Company III
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Eastern
Time on December 11, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 COHEN AND COMPANY CAPITAL MARKETS, a division of Cohen & Company Securities, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director; Head of Capital Markets

 [ Signature Page to UW Acceleration Request ]

CORRESP
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 Twelve Seas Investment Company III

 2685 Nottingham Avenue

 Los Angeles, CA 90027

 December 9, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Catherine De Lorenzo

 Re:
 Twelve Seas Investment Company III

 Registration Statement on Form S-1

 Filed April 7, 2025, as amended
 File No. 333-286408

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Twelve Seas Investment Company III hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. ET on December 11, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Dimitri Elkin

 Dimitri Elkin

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
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 Twelve Seas Investment Company III

 2685 Nottingham Avenue

 Los Angeles, CA 90027

 VIA EDGAR

 November 21, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Catherine De Lorenzo

 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 Ms. De Lorenzo:

 Twelve Seas Investment
Company III (the " Company ," " we ," " our " or " us ") hereby
transmits our response to the comment letter received from the staff (the " Staff, " " you " or
" your ") of the U.S. Securities and Exchange Commission (the " Commission ") on November 18, 2025
regarding Amendment No. 2 to the Registration Statement on Form S-1 and Amendment No. 3 to the Registration Statement on Form S-1
filed with the Commission on September 12, 2025 and November 12, 2025 respectively.

 For the Staff's convenience,
we have repeated below the Staff's comments in bold, and have followed each comment with the Company's response. Disclosure
changes made in response to the Staff's comments have been made in Amendment No. 4 to Registration Statement on Form S-1 (the " Registration
Statement "), which is being filed to the Commission contemporaneously with the submission of this 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).

 We respectfully inform the Staff that
we have revised disclosure throughout the Registration Statement, as well as in paragraph 21.1 of the Amended and Restated Memorandum
of Association (re-filed herewith as Exhibit 3.2), to be consistent with the minimum dissemination period in Exchange Act Rule 14a-6(q).

 ***

 We thank you for your review
of this response. As you know, the Company is eager to finalize the Registration Statement as soon as possible, and we appreciate the
Staff's assistance in helping us achieve this goal. If you have further comments, please feel free to contact to our counsel, Stuart
Neuhauser, Esq., at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Dimitri Elkin

 Dimitri Elkin

 Chief Executive Officer

 cc:
 Stuart Neuhauser, Esq.

 Ellenoff Grossman & Schole LLP

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.

CORRESP
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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

March 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. 1 to Draft Registration Statement on Form S-1
Submitted March 6, 2025
CIK 0002052243
Dear Dimitri Elkin:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement confidentially submitted March 6, 2025
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.

March 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 Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser

February 27, 2025
Dimitri Elkin
Chief Executive Officer
Twelve Seas Investment Company III
2685 Nottingham Avenue
Los Angeles, CA 90027
Re:Twelve Seas Investment Company III
Draft Registration Statement on Form S-1
Submitted January 31, 2025
CIK 0002052243
Dear Dimitri Elkin:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted January 31, 2025
Cover Page
1.In clause (iii) of your explanation of the anti-dilution provision of the Class B shares,
please clarify whether redemptions by Class A holders in connection with a charter
amendment will be subtracted from the calculation.
2.We note your disclosure that anti-dilution rights of the founder shares may result in
material dilution to your public shareholders. Please revise to discuss whether any
other compensation to be paid or securities issued to the sponsor, its affiliates, and
promoters, including but not limited to securities to be issued upon the conversion of
loans, the issuance of shares upon changes to the size of the offering, or the
conversion of private placement rights, may result in a material dilution of the
purchasers’ equity interests. See Item 1602(a)(3) of Regulation S-K.

February 27, 2025
Page 2
3.We note disclosure on page 20 that if you increase or decrease the size of the offering,
you will effect a share capitalization or other mechanism with respect to the Class B
shares so as to maintain the ownership of the founder shares by your initial
shareholders, on an as-converted basis, at 25% of your issued and outstanding
ordinary shares upon consummation of the offering. Please discuss these provisions,
which could involve the issuance of additional shares, on the cover page and in the
discussions of securities that may become issuable to the sponsor in the section "Our
Sponsor" on pages 20 and 111.
Summary
Our Business Strategy -- Non-U.S. Geographic Opportunity
Competitive Differentiation, page 11
4.We note your disclosure that “[b]ecause we have limited experience in China, as a
general rule, we will not pursue opportunities related to China.” Please clarify whether
you will or will not pursue opportunities related to China. If you will pursue
opportunities related to China, please provide appropriate disclosure, including risk
factor disclosure.
Anticipated expenses and funding sources, page 29
5.Please reconcile the statement that no proceeds held in the trust account will be
available for your use except that interest may be withdrawn from the trust account to
pay taxes with the statement that you may pay expenses from interest withdrawn from
the trust account.
Redemption rights for public shareholders upon completion of our initial business
combination, page 33
6.Please explain why non-managing sponsor investors will potentially have different
interests than your other public shareholders in approving the business combination if
they purchase all of the units for which they have expressed an interest. It appears that
non-managing sponsor investors will in fact have different interests from public
shareholders regardless of the amount of units they purchase because they will
indirectly own founder shares.
Conflicts of Interest, page 40
7.Please expand your disclosure here and in the Conflicts of Interest disclosure
beginning on page 151 to disclose that your sponsor, officers and directors have
complete discretion as to which blank check company they choose to pursue a
business combination with and the order in which they pursue business combinations
for any of their existing or future blank check companies, consistent with your
disclosure on page 81.
We may not be able to complete an initial business combination . . ., page 72
8.We note your statement that your sponsor is a limited liability company formed in
Delaware and is not controlled by, nor has substantial ties with, a non-U.S. person.
Please revise to include a statement as to whether your sponsor has any members who
are non-U.S. persons.

February 27, 2025
Page 3
Underwriting, page 192
9.Revise the table of underwriting discounts and commissions to include all items
considered by FINRA to be underwriting compensation, including the private
placement units to be purchased by CCM. Please see Item 508(e) of Regulation S-K.
            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 Ronald (Ron) E. Alper at 202-551-3329 or Pamela Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction