TWLVU · Twelve Seas Investment Co III · Insider Trading
Substantial doubt about the company's ability to continue as a going concern.
“In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements — Going Concern," we have since reevaluated our liquidity and financial condition, and determined that we still lack the liquidity to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to address this uncertainty with the Business Combination and with additional financing. There is no assurance that additional financing or our plans to complete the Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”View the 10-Q filed Aug 17, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2025-12-15 | Twelve Seas Sponsor LLC |
10% Owner |
Buy↑
Filing footnotes — Class A Ordinary Shares (Indirect)
Reflects the 300,000 Class A ordinary shares of Twelve Seas Investment Company III (the "Issuer") that are included in the 300,000 private placement units of the Issuer purchased by Twelve Seas Sponsor LLC ("Sponsor") on December 15, 2025. Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, as described in the registration statement on Form S-1 (File No. 333-286408). Twelve Seas Sponsor LLC is the record holder of such shares. Dimitri Elkin, one of our directors and Chief Executive Officer, is the managing member of Twelve Seas Holdings LLC, the managing member of Twelve Seas Sponsor LLC and holds sole voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Elkin disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
Class A Ordinary Shares
(I)
|
300,000 |
| 2025-12-15 | Twelve Seas Sponsor LLC |
10% Owner |
Buy↑
Filing footnotes — Rights to receive Class A ordinary shares (Direct)
Represents the 30,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 300,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights. Represents (i) the 300,000 rights referred to in footnotes 1 and 3 and (ii) 5,692,500 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. |
Rights to receive Class A ordinary shares
|
300,000 |