Twelve Seas Investment Company: Focused on the Pan-Eurasian Region
Late this afternoon, Twelve Seas Investment Company filed for a $100 million IPO. Twelve Seas is headed by former KKR General Partner, Neil Richardson, and Dmitri Elkin, former General Partner of UFG Private Equity. Additionally, Stephen Vogel, who will be functioning as President of Twelve Seas, was the Executive Chairman of Forum Merger Corporation, a NASDAQ listed SPAC that raised $172.5 million in April 2017, and completed its business combination in February 2018 with ConvergeOne. Stephen Cannon, who is CFO, is also currently President, CFO and Director of CM Seven Star Acquisition Corporation (NASD: CMSS) and was CEO and Director of DT Asia Acquisition Corp., which acquired China Direct Lending Corp. in July 2016.
Needless to say, Twelve Seas is stacked with a lot of SPAC experience.
Summary of terms are as follows:
- Focus: Pan-Eurasian region (Western Europe through Eastern Europe to Central Asia and includes Turkey and India)
- $10.00 unit comprised of one ordinary share, one right and one full warrant
- Rights terms: 1/10th of one ordinary share
- Warrant redemption threshold: equals or exceeds $18.00 (cash or cashless exercise)
- 100% held in trust ($10.00 per share)
- 18 months to complete an acquisition
One final note: the prospectus did not detail any limitation on shareholders for the amount of holdings able to convert or tender their shares. Typically, SPACs limit shareholders from converting or redeeming their holdings to no more than anywhere from 10-20% of the shares sold in the offering to prevent any one blockholder from greenmailing. This omission could be an oversight, but if not, this seems risky. Further filings should give more clarity.
EarlyBirdCapital is sole book-runner. Ellenoff Grossman & Schole LLP and Graubard Miller are Issuer’s Counsel and Underwriter’s Counsel, respectively.
Once again, the November 2024 corporate actions continues the trend of SPAC teams seeking additional extensions beyond their first one as they work to close their combinations with the remaining funds after redemptions. However, both announcements and completion vote-type corporate actions events were unusually light this month. Extension Votes In November, there were a whopping...
Future Vision II (NASDAQ:FVNNU) has entered into a definitive agreement to combine with adtech firm Viwo at an equity value of $100 million. Beijing-based Viwo provides AI-enabled targeting technology for marketers and brands in China. The combined company is expected to trade on the Nasdaq once the deal is completed by the end of the...
At the SPAC of Dawn The SPAC market could be primed to wake up from its Turkey Day slumber with a bang this week as both Shepherd Ave (NASDAQ:SPHAU) and Tavia (NASDAQ:TAVIU) have lined up to IPO and five more SPACs have scheduled votes. Late Friday also saw the Future Vision II (NASDAQ:FVNNU) announce a...
Terms Tracker for the Week Ending November 29, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. This was a shortened holiday week, but SPACs still managed to put through a number of filings, which should usher in a busy first half...
Range Capital Acqusition Corp. (NASDAQ:RANGU) has filed to launch a $100 million SPAC with a broad approach, but with expertise in natural resources. The vehicle becomes the fourth SPAC that underwriter EarlyBirdCapital has put its name on so far this year, but it bears some different features than the rest of its 2024 slate. EarlyBirdCapital...