Twelve Seas Investment Co III/Cayman Annual Report - How They Did This Year

I’m writing this guide to help you understand how Twelve Seas Investment Company III performed this year. My goal is to turn complex filing details into plain English so you can decide if this company fits your investment goals.

1. What does this company do?

Twelve Seas Investment Company III is a "blank check" company, also known as a SPAC. It doesn't make products or provide services yet. Instead, it raised $172.5 million from investors to buy a private company. Once they complete a merger, that private business becomes a public company. You are investing in the management team’s ability to find a target company worth between $500 million and $1 billion.

2. Financial performance

Because the company is a "shell," it earns no money from business operations. Its main job is managing the $177.45 million in capital—$172.5 million from the initial public offering and $4.95 million from the sponsors. This money sits in a U.S. trust account, earning interest at about 4.5%–5.0% per year. This interest covers operating costs and may increase the value of your shares if you choose to redeem them.

3. Major wins and challenges

The big win this year was listing on the Nasdaq under the ticker "TWLV" on December 15, 2025. Each unit sold includes one share and half of a warrant. The company is now in the "hunt" phase. The challenge is the clock: they must find and close a deal by December 15, 2027. If they fail, they must shut down and return the money in the trust to shareholders, likely at the original $10.00 per share plus interest.

4. Financial health

The company keeps a lean balance sheet. They hold about $1.2 million in cash outside the trust to pay for legal, accounting, and research costs. A key detail is the $6.9 million in deferred fees owed to underwriters. They only pay this if they successfully close a merger. If the company shuts down without a deal, this debt disappears, protecting the money in the trust for investors.

5. Key risks

This is the most important part for you:

• The "No-Deal" Risk: If they can’t find a target or shareholders vote "no," the company shuts down. Your profit is limited to the interest earned, while your downside is protected by the $10.00 redemption price.
• The "Bad Deal" Risk: SPACs often merge with companies that aren't yet profitable. You risk the target company being overvalued, which could cause your shares to lose value after the merger.
• Time Pressure: As the 2027 deadline nears, management may feel pressured to accept a mediocre deal rather than returning your money.
• Target Focus: Their focus on international oil and gas brings risks like political instability, currency changes, and complex foreign regulations.

6. Future outlook

CEO Dimitri Elkin and CFO Jonathan Morris are actively screening targets. They want companies in the energy sector with strong cash flow and proven leadership. Because they are based in the Cayman Islands, they have flexibility to structure international deals. Their success depends on finding a target that values the $172.5 million in cash as a fast track to a U.S. public listing.

Investor Takeaway: Investing in TWLV is essentially a bet on the management team's ability to find a high-quality energy company within the next two years. If you are comfortable with the risks of the energy sector and the uncertainty of the merger process, this provides a way to participate in a potential public listing. If you prefer more predictable returns, you may want to monitor their progress on the "hunt" for a target before making a decision.