Twelve Seas Investment Company II Announces Termination of its Business Combination Agreement with Crystal Lagoons, Expected Filing of Form 25 and Final Redemption Amount
Twelve Seas Investment Company II announced the termination of its business combination agreement with Crystal Lagoons due to unmet conditions by the deadline of May 31, 2024. The company will not seek another business combination.
Additionally, Twelve Seas disclosed that it paid $10.64 per public share to its stockholders, rather than the previously reported $10.558. The company's securities were delisted from the over-the-counter market on June 20, 2024. It expects Nasdaq to file a Form 25 with the SEC on June 28, 2024. Subsequently, the company intends to file a Form 15 to suspend its reporting obligations under Section 12(g) of the Securities Exchange Act of 1934.
- The amount paid to public stockholders was higher than previously reported, at $10.64 per share.
- Termination of the business combination agreement with Crystal Lagoons.
- The company will not seek an alternative business combination.
- Delisting from the over-the-counter market on June 20, 2024.
- Expected filing of Form 25 and Form 15 to suspend its reporting obligations.
Insights
The termination of the business combination agreement between Twelve Seas Investment Company II and Crystal Lagoons marks a significant shift in the company's strategic direction. As a retail investor, it's important to understand that the failure to secure this merger could signal underlying issues either with the target company (Crystal Lagoons) or with the terms and conditions imposed by Twelve Seas Investment Company II. The key takeaway here is the immediate financial impact: the Final Redemption Amount has been set at
The stock's delisting from the over-the-counter market and the expected filing of Form 25 and Form 15 with the SEC are formalities that denote the company retreating from the public eye. This effectively suspends its reporting obligations, making it less transparent and potentially less attractive to public investors moving forward. While this may be seen as a preservation strategy, it limits future growth prospects and public investment opportunities.
For long-term investors, this news might be concerning as it suggests a lack of viable growth strategies or partnerships. Short-term investors might benefit from the slight premium in the Final Redemption Amount, but the overall outlook remains cautious. The delisting and cessation of reporting obligations can be viewed as negative indicators in the broader context of market performance and investor confidence.
The announcement of the termination of the business combination agreement has notable legal implications for Twelve Seas Investment Company II and its investors. The termination due to unmet conditions by the outside date of May 31, 2024, implies that there were likely significant legal or operational hurdles that could not be resolved. This can raise questions about the due diligence process and the enforceability of the terms initially laid out in the merger agreement.
From a legal standpoint, the subsequent delisting of the company's securities and the expected filings with the SEC (Form 25 and Form 15) indicate a cessation of public reporting requirements. This is a strategic move to limit ongoing obligations and potential liabilities associated with being a publicly-traded entity. Investors should be wary of the reduced transparency and oversight, as these actions may lead to less public scrutiny and fewer disclosures about the company's financial health and management decisions.
It’s also important to consider the implications for any ongoing or potential legal disputes. The cessation of reporting activities could make it more challenging for shareholders to monitor the company's actions and hold it accountable. This adds a layer of risk for investors who prioritize corporate governance and oversight in their investment decision-making process.
New York, NY, June 25, 2024 (GLOBE NEWSWIRE) -- Twelve Seas Investment Company II (the “Company”) today announced that its previously announced Agreement and Plan of Merger in connection with its planned business combination with Crystal Lagoons U.S. Corp., a Delaware corporation (“Original Crystal Lagoons”) and CL Newco Inc., a Delaware corporation (“New Crystal Lagoons” and together with Original Crystal Lagoons, “Crystal Lagoons”) was terminated by Crystal Lagoons due to the conditions to the closing of the initial business combination not being satisfied or waived by the outside date of May 31, 2024. The Company will not seek an alternative business combination.
Additionally, the Company announced today that (i) the amount paid to its public stockholders was
About Twelve Seas Investment Company II
Twelve Seas Investment Company II, a Delaware corporation, is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company could pursue an initial Business Combination target in any business, industry or geographic location, it focused its search on global companies located outside the United States, primarily in the Pan-Eurasian region, including Western Europe, Eastern Europe and the Middle East. The Company also considered prospective targets located in the United States, but which are owned by non-U.S. shareholders, including sovereign wealth funds, family offices or industrial conglomerates headquartered in the Pan-Eurasian region.
Contact:
Dimitri Elkin
Twelve Seas Investment Company II
delkin@twelveseascapital.com
FAQ
Why did Twelve Seas Investment Company II terminate its business combination agreement with Crystal Lagoons?
What is the final redemption amount for Twelve Seas Investment Company II stockholders?
When were Twelve Seas Investment Company II's securities delisted?
What filings does Twelve Seas Investment Company II expect to make with the SEC?
