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): ~~February~~ 13February 27, 2024

Twelve Seas Investment Company II

(Exact name of registrant as specified in its charter)

Delaware		001-40123		85-2141273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

228 Park Avenue S.

Suite 89898

New York, New York ~~10003-1502~~

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 361-1177

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:

☒☐ 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	TWLVU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	TWLV	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	TWLVW	The Nasdaq Stock Market LLC

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 13.01 ~~Entry~~Notice ~~Into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~As previously disclosed in a Current Report on Form~~On ~~8-K~~February ~~filed with the Securities and Exchange Commission on December 29~~27, ~~2023~~2024, ~~simultaneously with the execution and delivery of an Agreement and Plan of Merger by and among~~ Twelve Seas Investment Company II, a Delaware corporation (~~“Twelve~~the ~~Seas II~~“Company”), ~~Crystal~~ ~~Lagoons~~received ~~U.S. Corp,~~ a ~~Delaware~~notice ~~corporation, CL Newco Inc., a newly-incorporated Delaware corporation~~ (the “~~Crystal Lagoons~~Notice”)~~, Twelve~~ ~~Seas~~from IIthe ~~Merger~~staff ~~Sub~~(the 1“Staff”) ~~Inc.,~~of athe ~~Delaware~~Listing ~~corporation~~Qualifications ~~and~~Department ~~wholly owned subsidiary~~ of ~~Twelve~~The ~~Seas~~Nasdaq ~~II, and Twelve Seas II Merger Sub~~Stock 2Market LLC, a(“Nasdaq”) ~~Delaware~~indicating ~~limited~~that ~~liability~~the ~~company~~Company ~~and~~has ~~wholly~~failed ~~owned~~to ~~subsidiary~~comply ofwith ~~Twelve~~Nasdaq ~~Seas II~~IM-5101-2, onwhich ~~December~~requires ~~22,~~that ~~2023, Twelve Seas II entered into~~ a ~~Voting and Support Agreement (the “Sponsor Support Agreement”) with Crystal Lagoons and Twelve Seas Sponsor~~ IIspecial ~~LLC,~~purpose aacquisition ~~Delaware limited liability~~ company ~~(the~~must ~~“Sponsor”),~~complete ~~pursuant~~one toor ~~which~~more ~~the~~business ~~Sponsor~~combinations ~~agreed~~within to36 ~~forfeit 6,625,000~~months ~~shares~~ of ~~Twelve~~the ~~Seas~~effectiveness IIof ~~Class~~its AIPO ~~common stock (the “Founder Shares”)~~registration statement.

OnPursuant to ~~February~~the 13Notice, ~~2024,~~unless ~~Twelve Seas II, Crystal Lagoons, and~~ the ~~Sponsor~~Company ~~entered~~timely ~~into~~requests ana ~~Amendment~~hearing tobefore ~~Sponsor~~the ~~Support~~Nasdaq ~~Agreement~~Hearings Panel (the “~~Amendment~~Panel”), ~~pursuant~~the ~~to which~~Company’s ~~the~~securities ~~number~~would ofbe ~~Founder~~subject ~~Shares~~to ~~the~~suspension ~~Sponsor~~and ~~agreed~~delisting tofrom ~~forfeit~~The ~~was~~Nasdaq ~~reduced~~Capital ~~from~~Market ~~6,625,000~~at tothe ~~6,170,000.~~opening ~~The~~of ~~Amendment~~business ~~also~~on ~~corrects~~March ~~the~~7, ~~total~~2024, and ~~number~~a ofForm ~~Founder~~25-NSE ~~Shares~~will ~~owned~~be byfiled with the ~~Sponsor~~Securities ~~prior~~and toExchange ~~the~~Commission, ~~forfeiture~~which bywill ~~reducing~~remove the ~~number~~Company’s ofsecurities ~~Founder Shares~~ from ~~8,625,000~~listing and toregistration ~~8,225,000~~on Nasdaq.

The Company ~~foregoing~~intends ~~description~~to oftimely ~~the~~request ~~Amendment~~a ishearing ~~qualified in~~before ~~its~~the ~~entirety~~Panel ~~by reference~~ to appeal the ~~full~~Notice ~~text~~received ofon ~~the~~February ~~Amendment~~27, a2024. ~~copy~~A hearing request will stay the suspension of ~~which~~trading ison ~~filed~~the asCompany’s ~~Exhibit~~securities, ~~10.1~~and tothe ~~this~~Company’s ~~Current~~securities ~~Report~~will continue to trade on ~~Form~~The Nasdaq ~~8-K~~Capital Market until the hearing process concludes and ~~incorporated~~the ~~herein~~Panel byissues ~~reference~~a written decision.

~~Item~~There can ~~9.01~~be ~~Financial~~no ~~Statements~~assurance ~~and~~that ~~Exhibits~~the Panel will grant the Company’s request for a suspension of delisting or continued listing on The Nasdaq Capital Market.

~~(d) Exhibits~~1

~~The following exhibits are being filed herewith:~~SIGNATURE

Exhibit No.		Description
10.1		Amendment to Sponsor Support Agreement, dated as of February 13, 2024, by and among Twelve Seas Investment Company II, CL Newco Inc., and Twelve Seas Sponsor II LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SIGNATURE

	TWELVE SEAS INVESTMENT COMPANY II

	By:	/s/ Dimitri Elkin
		Name:	Dimitri Elkin
		Title:	Chief Executive Officer

Dated: February 29, 2024

~~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.~~2

	TWELVE SEAS INVESTMENT COMPANY II
	By:	/s/ Dimitri Elkin
		Name:	Dimitri Elkin
		Title:	Chief Executive Officer
Dated: February 13, 2024

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