Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

Twelve Seas Investment Company

(Name of Issuer)

 

Ordinary Shares, no par value

(Title of Class of Securities)

 

G9145A 107 
(CUSIP Number)

 

Twelve Seas Sponsors I LLC 

25/28 Old Burlington Street

Mayfair, London, W1S 3AN

+44 203 096 2150

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

June 22, 2018

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G9145A 107

 

1	Names of Reporting Person.   Twelve Seas Sponsors I LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)   WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization
	Delaware

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	7	Sole Voting Power   5,604,000 (1)
	8	Shared Voting Power (see Item 5 below)   0
	9	Sole Dispositive Power   5,604,000 (1)
	10	Shared Dispositive Power (see Item 5 below)   0

11	Aggregate Amount Beneficially Owned by Each Reporting Person   5,604,000 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11)   20.9%
14	Type of Reporting Person   OO

 

(1)

Includes (i) 5,075,000 ordinary shares held by Twelve Seas Sponsors I LLC (the “Sponsor”) and (ii) 529,000 ordinary shares underlying units (each unit consisting of one ordinary share, one right entitling the holder thereof to receive one-tenth (1/10) of one share upon the consummation of an initial business combination and one warrant to purchase one share) held by the Sponsor, acquired pursuant to a Second Amended and Restated Unit Subscription Agreement by and between the Sponsor and Twelve Seas Investment Company (the “Issuer”). The shares held by the Sponsor are beneficially owned by Dimitri Elkin, the Issuer’s Chief Executive Officer and the managing member of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor. Mr. Elkin disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

 

 

CUSIP No. G9145A 107

 

1	Names of Reporting Person.   Dimitri Elkin
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions)   PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization
	United States of America

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	7	Sole Voting Power   0
	8	Shared Voting Power (see Item 5 below)   5,604,000 (1)
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power (see Item 5 below)   5,604,000 (1)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   5,604,000 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11)   20.9%
14	Type of Reporting Person   IN

 

(1)

Includes (i) 5,075,000 ordinary shares held by the Sponsor and (ii) 529,000 ordinary shares underlying units (each unit consisting of one ordinary share, one right entitling the holder thereof to receive one-tenth (1/10) of one share upon the consummation of an initial business combination and one warrant to purchase one share) held by the Sponsor, acquired pursuant to a Second Amended and Restated Unit Subscription Agreement by and between the Sponsor and the Issuer. The shares held by the Sponsor are beneficially owned by Dimitri Elkin, the Issuer’s Chief Executive Officer and the managing member of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor. Mr. Elkin disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

 

 

SCHEDULE 13D

 

This Schedule 13D is filed on behalf of Twelve Seas Sponsors I LLC, a Delaware limited liability company (the “Sponsor”), and Dimitri Elkin, the Chief Executive Officer of the Issuer and the managing member of the Sponsor (the “Principal” and together with the Sponsor, the “Reporting Persons”).

 

Item 1.

Security and Issuer

 

Securities acquired: ordinary shares, no par value (“Ordinary Shares”)

 

Issuer:

Twelve Seas Investment Company (the “Issuer”)

25/28 Old Burlington Street

Mayfair, London, W1S 3AN

 

Item 2.

Identity and Background

 

(a) This statement is filed by:

 

(i) the Sponsor, which is the holder of record of approximately 20.9% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding (26,779,000) as of June 28, 2018, as reported by the Issuer in Exhibit 99.1 to the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on June 29, 2018; and

 

(ii) the Principal, who is the Chief Executive Officer of the Issuer and the sole managing member of the Sponsor.

 

(b) The address of the principal business and principal office of the Reporting Person is 25/28 Old Burlington Street, Mayfair, London, W1S 3AN.

 

(c) The Sponsor’s principal business is to act as the Issuer’s sponsor, in connection with the IPO and potential business combination. The principal occupation of the Principal is to serve as the Chief Executive Officer of the Issuer.

 

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

(f) The Sponsor is a Delaware limited liability company. The Principal is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The aggregate purchase price for the Ordinary Shares currently beneficially owned by the Reporting Persons was $5,315,000. The source of these funds was the working capital of the Sponsor.

 

Item 4.

Purpose of the Transaction

 

In connection with the organization of the Issuer, in December 2017, 4,312,500 Shares of the Issuer were issued to the Sponsor in exchange for the amount of $25,000, pursuant to that certain Securities Purchase Agreement, dated December 11, 2017, by and between the Sponsor and the Issuer (the “Purchase Agreement”), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. In December 2017, the Sponsor transferred 50,000 Shares to each of Messrs. Stoupnitzky and Kaji, directors of the Issuer, at cost. On June 1, 2018, the Sponsor returned 1,437,500 Shares to the Issuer for cancellation resulting in an aggregate of 2,875,000 Shares being outstanding. On June 8, 2018, the Issuer effectuated a 1.5-for-1 dividend of the Shares resulting in an aggregate of 4,312,500 Shares outstanding. On June 19, 2018, the Issuer effectuated a 1.2-for-1 dividend of the Shares resulting in an aggregate of 5,175,000 Shares outstanding.

 

 

On June 19, 2018, simultaneously with the consummation of the initial public offering of the Issuer (the “IPO”), the Sponsor purchased 475,000 units of the Issuer (the “Placement Units”) at $10.00 per unit, pursuant to that certain Amended and Restated Unit Subscription Agreement, dated June 19, 2018, between the Issuer and the Sponsor (the “Subscription Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Ordinary Share, one right to receive one-tenth of one Ordinary Share upon the consummation of a business combination, and one warrant, each warrant exercisable to purchase one Ordinary Share, at an exercise price of $11.50 per share (as described more fully in the Issuer’s Final Prospectus dated June 19, 2018).

 

The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, such shares are subject to certain lock-up restrictions as further described in Item 6 below.

 

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.

 

With respect to paragraph (b) of Item 4, the Issuer is a blank check company incorporated in the Cayman Islands as an exempted company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. Pursuant to various agreements between the Reporting Persons and the Issuer as further described in Item 6 below, the Reporting Persons have each agreed (A) to vote the Founder Shares (as defined below), the Placement Units and any public shares in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s Memorandum and Articles of Association with respect to the Issuer’s pre-business combination activities prior to the consummation of such a business combination, (C) not to redeem any shares (including the Founder Shares and Placement Units) into the right to receive cash from the trust account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s Memorandum and Articles of Association relating to shareholders’ rights or pre-business combination activity and (D) that the Founder Shares (as defined below) and Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Reporting Person may, at any time and from time to time, review or reconsider its position, change its purpose or formulate plans or proposals with respect to the Issuer.

 

Item 5.

Interest in Securities of the Issuer

 

(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Person (on the basis of a total of 26,779,000 Ordinary Shares outstanding as of June 28, 2018, as reported by the Issuer in Exhibit 99.1 to the Current Report on Form 8-K, filed by the Issuer with the SEC on June 29, 2018, are as follows: 

 

Twelve Seas Sponsors I LLC 

a)		Amount beneficially owned: 5,604,000		Percentage: 20.9%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:		5,604,000
	ii.	Shared power to vote or to direct the vote:		0
	iii.	Sole power to dispose or to direct the disposition of:		5,604,000
	iv.	Shared power to dispose or to direct the disposition of:		0

 

 

Dimitri Elkin

a)		Amount beneficially owned: 5,604,000		Percentage: 20.9%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:		0
	ii.	Shared power to vote or to direct the vote:		5,604,000
	iii.	Sole power to dispose or to direct the disposition of:		0
	iv.	Shared power to dispose or to direct the disposition of:		5,604,000

 

The Principal is the managing member of the Sponsor. The Principal has the sole voting and dispositive power of the securities held by the Sponsor. As such, the Principal exercises voting and dispositive control over any of the securities held by the Sponsor. Accordingly, the Principal may be deemed to beneficially own such shares.

 

(c) None of the Reporting Persons has effected any transactions of the Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Founder Securities Purchase Agreement

 

In connection with the organization of the Issuer, in December 2017, 4,312,500 Shares of the Issuer (the Founder Shares”) were issued to the Sponsor in exchange for the amount of $25,000, pursuant to that certain Securities Purchase Agreement, dated December 11, 2017, by and between the Sponsor and the Issuer (the “Purchase Agreement”).

 

The description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on June 1, 2018 (and is incorporated by reference herein as Exhibit 99.1).

 

In December 2017, the Sponsor transferred 50,000 Founder Shares to each of Messrs. Stoupnitzky and Kaji, directors of the Issuer, at cost. On June 1, 2018, the Sponsor returned 1,437,500 Founder Shares to the Issuer for cancellation resulting in an aggregate of 2,875,000 Founder Shares being outstanding. On June 8, 2018, the Issuer effectuated a 1.5-for-1 dividend of the Shares resulting in an aggregate of 4,312,500 Founder Shares outstanding. On June 19, 2018, the Issuer effectuated a 1.2-for-1 dividend of the Shares resulting in an aggregate of 5,175,000 Founder Shares outstanding.

 

Subscription Agreement

 

On June 22, 2018, simultaneously with the consummation of the IPO, the Sponsor purchased 475,000 Placement Units pursuant to the Subscription Agreement. The Placement Units and the securities underlying the Placement Units are subject to a lock up provision in the Subscription Agreement, which provides that such securities shall not be transferable, saleable or assignable until after the consummation of the Issuer’s initial business combination, subject to certain limited exceptions.

 

The description of the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Current Report on Form 8-K, filed by the Issuer with the SEC on June 25, 2018 (and is incorporated by reference herein as Exhibit 99.2).

 

Registration Rights Agreement

 

On June 19, 2018, in connection with the IPO, the Issuer and certain security holders, including the Sponsor, entered into a registration rights agreement, pursuant to which, such holders were granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on June 25, 2018 (and is incorporated by reference herein as Exhibit 99.3).

 

 

Share Escrow Agreement

 

On June 19, 2018, in connection with the IPO, the Issuer and certain security holders, including the Sponsor, entered into a share escrow agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, the Sponsor and certain security holders agreed not to transfer, assign or sell (except with respect to permitted transferees) 50% of the Founder Shares until the earlier of (i) one year after the date of the consummation of the Issuer’s initial business combination or (ii) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Issuer’s initial business combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until one year after the date of the consummation of the Issuer’s initial business combination, or earlier, in either case, if, subsequent to the Issuer’s initial business combination, the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The summary of the Escrow Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on June 25, 2018 (and is incorporated by reference herein as Exhibit 99.4).

 

Insider Letter

 

On June 19, 2018, in connection with the IPO, the Issuer, the Sponsor and the executive officers and directors of the Issuer entered into letter agreements (the “Insider Letters”), pursuant to which the Reporting Persons agreed: (A) to vote the Founder Shares, Placement Units and any public shares in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s Memorandum and Articles of Association with respect to the Issuer’s pre-business combination activities prior to the consummation of such a business combination, (C) not to convert any shares (including the Founder Shares and Placement Units) into the right to receive cash from the trust account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s Memorandum and Articles of Association relating to shareholders’ rights or pre-business combination activity and (D) that the Founder Shares and Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated.

 

The summary of the Insider Letters contained herein is qualified in its entirety by reference to the full text of such agreement, the forms of which were filed by the Issuer as Exhibits 10.5 and 10.6 to the Form 8-K filed by the Issuer with the SEC on June 25, 2018 (and are incorporated by reference herein as Exhibits 99.5 and 99.6).  

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 99.1		Securities Purchase Agreement, dated as of December 11, 2017, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on June 1, 2018).
Exhibit 99.2		Amended and Restated Unit Subscription Agreement, dated as of June 19, 2018, by  and between the Issuer and the Sponsor (incorporated by reference to Exhibit  10.4 to the Form 8-K filed by the Issuer with the SEC on June 25, 2018).
Exhibit 99.3		Registration Rights Agreement, dated as of June 19, 2018, by and among the Issuer  and certain security holders including the Sponsor (incorporated by reference to Exhibit  10.2 to the Form 8-K filed by the Issuer with the SEC on June 25, 2018).
Exhibit 99.4		Share Escrow Agreement, dated as of June 19, 2018, by and among the Issuer  and certain security holders including the Sponsor (incorporated by reference to Exhibit  10.3 to the Form 8-K filed by the Issuer with the SEC on June 25, 2018).
Exhibit 99.5		Insider Letter, dated as of June 19, 2018, by and between the Issuer and the Sponsor  (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Issuer with the  SEC on June 25, 2018).
Exhibit 99.6		Insider Letter, dated as of June 19, 2018, by and among the Issuer and the Principal  (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Issuer with the  SEC on June 25, 2018).
Exhibit 99.7		Joint Filing Agreement, by and among the Reporting Persons.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 2, 2018
	Twelve Seas Sponsors I LLC
	By:	/s/ Dimitri Elkin
	Name:	Dimitri Elkin
	Title:	Managing Member
	By:	/s/ Dimitri Elkin
		Dimitri Elkin

 

 

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