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.