Twelve Seas Investment Co III/Cayman S-1/A

REGISTRATION STATEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT

FORM OF SPECIMEN UNIT CERTIFICATE

FORM OF SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

FORM OF SPECIMEN SHARE RIGHT CERTIFICATE

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

OPINION OF OGIER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, TWELVE SEAS SPONSOR LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, TWELVE SEAS SPONSOR LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND TWELVE SEAS SPONSOR LLC

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CCM

FORM OF INDEMNITY AGREEMENT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FORM OF CODE OF BUSINESS CONDUCT AND ETHICS

CONSENT OF WITHUM SMITH+BROWN, PC.

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

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