UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~ 6,December ~~2017 (June 30~~23, ~~2017)~~2020

ICON Leasing Fund Twelve Liquidating Trust

(Exact Name of Registrant as Specified in Charter)

Delaware		000-53189		8120-~~7012783~~5651009
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	3 Park Avenue, 36^thFloor New York, New York 10016
	(Address of Principal Executive Offices)

(212) 418-4700 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ~~[ ]~~¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~¨

Item 47.01. ~~Changes~~Regulation inFD ~~Registrant's Certifying Accountant~~Disclosure.

On or ~~June~~about 30December 23, ~~2017~~2020, ICON ~~Leasing~~Capital, ~~Fund~~LLC, ~~Twelve~~the ~~Liquidating~~managing ~~Trust~~trustee of the Registrant (the ~~"Fund"~~“Managing Trustee”), ~~dismissed~~will notify ~~Ernst~~the &registered ~~Young~~representatives ~~LLP~~of ~~("E&Y")~~the asbeneficial ~~its~~owners ~~independent~~of ~~registered~~the ~~public~~Registrant ~~accounting~~that ~~firm. The~~the ~~decision~~Registrant towill ~~dismiss~~complete ~~E&Y~~the ~~was~~distribution of ~~recommended~~all ~~and~~remaining ~~approved~~assets byon ~~ICON~~December ~~Capital~~29, ~~LLC~~2020, subject to the ~~managing~~creation ~~trustee~~of (a small reserve to cover certain expenses and obligations that may arise, and the "Registrant will be terminated at the time of such distribution. The Managing Trustee") will notify the beneficial owners of the ~~Fund~~Registrant of the distributions and termination via letter. ~~The~~ ~~decision~~A ~~was~~copy ~~based~~of onthe anotice ~~desire~~to the registered representatives of the beneficial owners of the Registrant, which includes the letter to ~~reduce~~the beneficial owners of the ~~Fund's~~Registrant, ~~audit~~is ~~fees~~attached hereto as Exhibit 99.1.

~~E&Y's~~Item audit reports on the Fund's financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles8. ~~During~~01. ~~the~~Other Fund's two most recent fiscal years and in the subsequent interim period from January 1, 2017 through June 30, 2017, there were (i) no disagreements between the Fund and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the disagreements in their reports on the financial statements for such years, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)Events.

~~The~~A final ~~Fund~~liquidating ~~has~~distribution ~~provided~~of ~~E&Y~~the ~~with~~assets aof ~~copy~~the Registrant will be made on December 29, 2020 to the beneficial owners of ~~this~~the Registrant. This ~~disclosure~~distribution ~~and~~will ~~has~~complete ~~requested~~the ~~that~~distribution ~~E&Y~~of ~~furnish~~all itremaining ~~with~~assets of the Registrant, subject to the creation of a ~~letter~~small ~~addressed~~reserve for the payment of all expenses or obligations that may arise. Accordingly, the Registrant will be terminated and its reporting obligations to the U.S. Securities and Exchange Commission ~~stating~~will ~~whether~~cease orat ~~not~~the ~~E&Y~~time ~~agrees~~of ~~with~~such ~~the above statements~~distribution. ~~E&Y~~Once it has ~~furnished~~been ~~the~~determined ~~requested~~that ~~letter~~all expenses and itobligations isof ~~attached~~the ~~hereto~~Registrant ashave ~~Exhibit~~been 16satisfied, any remaining reserves will be distributed to the beneficial owners of the Registrant.1.

~~On July 6, 2017, the Fund engaged RSM US LLP ("RSM") as its new independent registered public accounting firm~~Item 9. ~~The~~01. ~~decision~~Financial toStatements ~~engage RSM was recommended~~ and ~~approved by the Managing Trustee~~Exhibits.

During the Fund's two most recent fiscal years and in the subsequent interim period from January 1, 2017 through July 6, 2017, neither the Fund nor anyone acting on its behalf consulted with RSM regarding any of the matters or events set forth in Item 304(ad)~~(2)~~ ofThe ~~Regulation~~following ~~S-K.~~exhibit is furnished herewith:

~~Item 9~~99.~~01.~~1 ~~Financial~~Notice ~~Statements~~to ~~and~~the ~~Exhibits~~registered representatives of the beneficial owners of the Registrant, which includes a draft letter to the beneficial owners of the Registrant, dated December 23, 2020.

~~(d) Exhibits.~~SIGNATURES

EXHIBIT NUMBER	DESCRIPTION
16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated July 6, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	ICON LEASING FUND TWELVE LIQUIDATING TRUST,
	By: ICON CAPITAL, LLC, its Managing Trustee

Dated: December 23, 2020	By:	/s/ Michael A. Reisner
		Michael A. Reisner
		Co-President and Co-Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICON LEASING FUND TWELVE LIQUIDATING TRUST
	By: ICON CAPITAL, LLC, its Managing Trustee
Dated: July 6, 2017	By: /s/ Michael A. Reisner
	Michael A. Reisner
	Co-President and Co-Chief Executive Officer

EXHIBIT LIST

EXHIBIT NUMBER	DESCRIPTION
16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated July 6, 2017

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