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): December 1719, 2019

~~Twelve Seas Investment Company~~BPGIC INTERNATIONAL

(Exact name of registrant as specified in its charter)

Cayman Islands

001-38540

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~135~~c/o Brooge E.Petroleum ~~57th~~And ~~St.,~~Gas ~~18th~~Investment ~~Floor~~Company FZE

~~New~~P.O. Box ~~York, New York 10022~~50170

Fujairah, United Arab Emirates

(Address of principal executive offices, including Zip Code)

~~(917)~~+971 2 ~~208-6200~~633 3149

(Registrant’s telephone number, including area code)

~~Not~~Twelve Seas ~~Applicable~~Investment Company

135 E. 57th St., 18th Floor

New York, New York 10022

(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:

☐ 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))

☒ 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. ☐

Securities registered pursuant to Section 12(b) of the Act: N/A

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one Ordinary Share, one Right and one Warrant	BROGU	The NASDAQ Stock Market LLC
Ordinary Shares, par value $0.0001 per share	BROG	The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one Ordinary Share	BROGR	The NASDAQ Stock Market LLC
Warrants, each exercisable for one Ordinary Share for $11.50 per share	BROGW	The NASDAQ Stock Market LLC

Item 5.07 Submission of Matters to a Vote of Security Holders.

~~ADDITIONAL~~As previously ~~INFORMATION~~reported, on April 15, 2019, BPGIC International, formerly known as Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement, dated as of April 15, 2019 (as amended, including by the First Amendment to Business Combination Agreement, dated as of September 16, 2019, the “Business Combination Agreement”), by and among the Company, Brooge Holdings Limited, a Cayman Islands exempted company (“Brooge Holdings”), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Brooge Holdings (“Merger Sub’), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of Fujairah Free Zone, UAE (“BPGIC”), and BPGIC Holdings Limited, a Cayman Islands exempted company, pursuant to an Assignment and Joinder to Business Combination Agreement dated November 19, 2019 (as assignee of Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the laws of England and Wales, which became a party to the Business Combination Agreement pursuant to a Joinder to Business Combination Agreement dated as of May 10, 2019).

~~Brooge~~On December ~~Holdings Limited~~19, ~~a Cayman Islands exempted company (“Pubco”)~~2019, ~~filed with~~ the ~~Securities~~Company ~~and~~held ~~Exchange~~an ~~Commission~~extraordinary ~~(the~~general ~~“SEC”), a~~meeting ~~registration~~of ~~statement~~its onshareholders ~~Form F-4~~ (~~File No. 333-233964) on September 27, 2019 (as amended,~~ the “~~Registration~~Extraordinary ~~Statement~~Meeting”), ~~which~~with ~~included~~respect ato ~~preliminary proxy statement of Twelve Seas Investment Company, a Cayman Islands exempted company (“Twelve Seas”), and a prospectus in connection with~~ the ~~proposed~~ business combination ~~transaction~~with ~~(the “Business Combination”) involving Twelve Seas, Pubco,~~ Brooge ~~Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (“BPGIC”) and BPGIC~~ Holdings ~~Limited,~~contemplated aby ~~Cayman Islands exempted company (“Seller”), pursuant to an assignment and joinder to~~ the Business Combination Agreement (~~defined~~the ~~below~~“Business Combination”)~~, dated November 19, 2019~~. OnThere ~~November 5,~~were ~~2019~~26, ~~Pubco filed Amendment No. 1 to the Registration Statement~~779,000 onordinary ~~November~~shares ~~14,~~of ~~2019, Pubco filed Amendment No. 2 to~~ the ~~Registration Statement,~~Company onissued ~~November 20, 2019, Pubco filed Amendment No. 3 to the Registration Statement~~ and outstanding on November 2115, 2019, ~~Pubco filed Amendment No. 4 to~~ the ~~Registration Statement. The Registration Statement was declared effective on November 22, 2019 and on November~~record ~~25,~~date ~~2019 Twelve Seas filed its definitive proxy statement~~ (the “~~Definitive~~Record ~~Proxy Statement~~Date”) ~~with the SEC. Twelve Seas has mailed the Definitive Proxy Statement and other relevant documents to its shareholders as of November 15~~, ~~2019, the record date~~ for ~~voting on~~ the ~~Business~~Extraordinary ~~Combination~~Meeting. ~~Shareholders~~At ~~of Twelve Seas and other interested persons are advised to read~~ the ~~Definitive Proxy~~Extraordinary ~~Statement~~Meeting, ~~and~~there ~~any~~were ~~amendments thereto~~19, ~~in connection with Twelve Seas’ solicitation of proxies for the special meeting to be held to approve the Business Combination because these documents contain important information about Twelve Seas~~833,219 ~~BPGIC,~~shares ~~Pubco,~~present ~~Seller~~in ~~and~~person ~~the~~or ~~Business~~by ~~Combination~~proxy, ~~including~~representing ~~the~~approximately ~~merger~~74.06% of ~~Twelve Seas with a wholly-owned subsidiary of Pubco which will result in~~ the ~~current~~total ~~security~~shares ~~holders~~outstanding ofas ~~Twelve Seas becoming security holders~~ of ~~Pubco. Shareholders can also obtain copies of~~ the ~~Registration~~Record ~~Statement and the related proxy statement/prospectus~~Date, ~~without charge, on the SEC’s website at www.sec.gov~~which orconstituted ~~by directing~~ a ~~request to Twelve Seas by contacting its Chief Financial Officer, Stephen N~~quorum. ~~Cannon, c/o Twelve Seas Investment Company, 135 East 57th Street, 18th Floor, New York, New York 10022, or at info@twelveseascapital.com.~~

~~DISCLAIMER~~The Company’s shareholders voted on the following proposals at the Extraordinary Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.

This report and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction1. NoTo ~~offering~~approve ofand ~~securities~~adopt ~~shall be made except by means of a prospectus meeting~~ the ~~requirements~~Business ofCombination ~~Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from registration requirements~~Agreement.

PARTICIPANTS IN THE BUSINESS COMBINATION

Votes For		Votes Against		Abstentions		Broker Non-Votes
18,939,624		893,595		0		0

~~Twelve~~2. ~~Seas,~~To ~~Pubco,~~approve ~~BPGIC, Seller and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in~~ the ~~solicitation~~merger of ~~proxies from~~ the ~~shareholders~~Company ofwith ~~Twelve~~Merger ~~Seas~~Sub inpursuant ~~connection~~to ~~with~~ the Business Combination. Shareholders of Twelve Seas and other interested persons may obtain more information regarding the names and interests in the proposed transaction of Twelve Seas’ directors and officers in Twelve Seas’ filings with the SEC, including in the Registration Statement and in the Definitive Proxy Statement of Twelve Seas which was filed with the SEC on November 25, 2019, the final prospectus which was filed by Pubco with the SEC on November 25, 2019 and other relevant documents when they are filed with the SECAgreement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
18,939,624		893,595		0		0

3.	To approve, for purposes of complying with applicable Nasdaq Stock Market LLC listing rules, the issuance of more than 20% of the issued and outstanding ordinary shares of The Company in financing transactions in connection with the proposed Business Combination.

Votes For		Votes Against		Abstentions		Broker Non-Votes
18,938,124		895,095		0		0

Item 8.01 Other Events

On December 19, 2019, the Company and Brooge Holdings issued a press release announcing that the shareholders of the Company had approved the Business Combination Agreement and the transactions contemplated thereby. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference.

~~CAUTIONARY~~On December ~~NOTE~~20, ~~REGARDING~~2019, ~~FORWARD~~the Company issued another press release announcing the consummation of the Business Combination. Pursuant to the Business Combination Agreement, (i) each outstanding ordinary share of the Company has been exchanged for one (1) ordinary share of Brooge Holdings, (ii) each outstanding warrant of the Company has been exchanged for one warrant of Brooge Holdings, (iii) each outstanding right of the Company has been converted into one-~~LOOKING~~tenth ~~STATEMENTS~~of an ordinary share of Brooge Holdings, rounded down to the nearest whole share per shareholder, and (iv) each outstanding unit of the Company has been broken into its component parts and then exchanged for one (1) ordinary share of Brooge Holdings, one (1) warrant of Brooge Holdings and one-tenth of an ordinary share of Brooge Holdings. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

~~This report contains “forward-looking~~Upon ~~statements” within~~ the ~~meaning~~closing of the ~~safe~~Business ~~harbor~~Combination, ~~provisions of~~ the ~~U.S.~~Company ~~Private~~became ~~Securities~~a ~~Litigation~~wholly-owned ~~Reform~~subsidiary ~~Act~~ of ~~1995, that~~Brooge ~~involve~~Holdings ~~risks~~ and ~~uncertainties concerning~~ the ~~Business~~Company ~~Combination, BPGIC’s and Pubco’s expected financial performance,~~changed asits ~~well~~name ~~as their strategic and operational plans. The actual results may differ materially~~ from expectations, estimates and projections due to a number of risks and uncertainties and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “~~expect,”~~Twelve ~~“estimate,”~~Seas ~~“project,”~~Investment ~~“budget,~~Company” ~~“forecast,” “anticipate,”~~to “~~intend,”~~BPGIC ~~“plan,~~International” ~~“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements~~. ~~These~~In ~~risks~~connection ~~and~~with uncertainties include, but are not limited to: (1) BPGIC’s ability to obtain additional land on which it can develop additional facilities on commercially attractive terms, including its ability to enter into a final lease agreement for the ~~plot of land in the part of Fujairah where BPGIC currently~~closing ~~plans to locate its Phase III facilities; (2) the loss~~ of ~~any end-users; (3)~~ the ~~occurrence of any event, change or other circumstances that could give rise to the termination of the~~ Business Combination ~~Agreement by and between Twelve Seas~~, ~~Pubco,~~holders ~~Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary~~ of ~~Pubco~~16, ~~BPGIC and Seller (the “Business Combination Agreement”); (4) the outcome of any legal proceedings that may be instituted against Twelve Seas~~997,181 ~~BPGIC, Pubco~~ordinary orshares ~~others following announcement~~ of the ~~Business~~Company ~~Combination~~sold ~~Agreement~~in ~~and~~ the ~~transactions~~Company’s ~~contemplated~~initial ~~therein;~~public offering (5“IPO”) ~~the inability~~exercised totheir ~~complete~~right ~~the transactions contemplated by the Business Combination Agreement due~~ to ~~the~~redeem ~~failure~~such toshares ~~obtain~~at ~~approval of~~a ~~the~~price ~~shareholders~~ of ~~Twelve~~$10.31684239 ~~Seas;~~per ~~(6)~~share, ~~the~~for ~~inability~~an toaggregate ~~complete the transactions contemplated by the Business Combination Agreement~~redemption ~~due~~amount ~~to the failure to obtain consents and approvals~~ of ~~BPGIC’s~~approximately ~~shareholders~~$175.36 ~~and~~million. ~~investors~~In ~~or other relevant third parties; (7) delays in obtaining~~addition, ~~adverse conditions contained in~~1,035,000 orordinary ~~the~~shares inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (8) delays in satisfying in a timely manner the other conditions contained in the Business Combination Agreement; (9) the risk that the Business Combination disrupts current plans and operations as a result of the ~~announcement~~Company ~~and~~were ~~consummation~~forfeited ofby ~~the~~certain ~~transactions described herein; (10) the inability to recognize~~pre-IPO ~~the~~shareholders. ~~anticipated~~Effective ~~benefits~~Monday, ofDecember ~~the~~23, ~~Business~~2019, ~~Combination; (11)~~ the ~~ability to obtain or maintain the listing of Pubco~~Company’s ~~securities on~~ordinary ~~NASDAQ following the Business Combination~~shares, including having the requisite number of shareholders; (12) costs related to the Business Combination; (13) changes in applicable laws or regulations; (14) the possibility that BPGIC may be adversely affected by other economicwarrants, ~~business,~~rights and~~/or~~ ~~competitive~~units ~~factors;~~ceased trading, and ~~(15)~~Brooge ~~other~~Holdings’ ~~risks~~ordinary shares and ~~uncertainties~~warrants ~~indicated~~began ~~from~~trading ~~time~~on toThe ~~time~~Nasdaq ~~in filings~~Stock ~~with~~Market ~~the~~under ~~SEC by Twelve Seas or Pubco. Readers are referred to~~ the ~~most~~symbols ~~recent reports filed with the SEC by Twelve Seas~~“BROG” and ~~Pubco. Readers are cautioned not to place undue reliance upon any forward-looking statements~~“BROGW,” ~~which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise~~respectively.

~~FOR~~Item 9.01 Financial ~~INVESTOR~~Statements ~~AND~~and ~~MEDIA INQUIRIES, PLEASE CONTACT:~~Exhibits.

~~Investor Relations~~(d) Exhibits

The Equity Group Inc.

Exhibit No.		Description

99.1		Press Release, Dated December 19, 2019.

99.2		Press Release, Dated December 20, 2019.

Fred Buonocore – (212) 836-9607 / fbuonocore@equityny.com

Mike Gaudreau – (212) 836-9620 / mg@equityny.com

Stephen N. Cannon

Chief Financial Officer

Twelve Seas Investment Company

Email: info@twelveseascapital.com

~~Item 8.01 Other Events.~~ SIGNATURES

~~On December 17,~~Pursuant ~~2019,~~to ~~Twelve~~the ~~Seas~~requirements ~~issued~~of ~~a press release announcing that~~ the ~~extraordinary~~Securities ~~general~~Exchange ~~meeting~~Act of ~~shareholders in connection with Twelve Seas’ previously announced business combination with Brooge Petroleum and Gas Investment Company FZE~~1934, athe ~~United Arab~~registrant ~~Emirates~~has ~~company,~~duly ~~which~~caused ~~was~~this ~~scheduled~~report to be ~~held~~signed on ~~December~~its ~~17, 2019, was convened and then adjourned until~~behalf ~~December~~by ~~19, 2019, extending~~ the ~~time~~undersigned ~~shareholders~~hereunto ~~have~~duly ~~to reverse their redemption requests~~authorized. ~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

Item 9.01 Financial Statements and Exhibits.

	BPGIC INTERNATIONAL

Date: December 26, 2019	By:	/s/ Nicolaas L. Paardenkooper
		Name: Nicolaas L. Paardenkooper
		Title: Director

~~(d) Exhibits~~3

Exhibit No.		Description
99.1		Press Release, Dated December 17, 2019

SIGNATURES

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.

Date: December 18, 2019

Twelve Seas Investment Company By: /s/ Stephen N. Cannon Stephen N. Cannon Chief Financial Officer

Filing Compare · BPGIC INTERNATIONAL