Twelve Seas Sponsor LLC - 11 Dec 2025 Form 3 Insider Report for Twelve Seas Investment Co III/Cayman

Role
10%+ Owner
Signature
/s/ Dimitri Elkin, as managing member of Twelve Seas Holdings LLC, the managing member of Twelve Seas Sponsor LLC
Issuer symbol
TWLV, TWLVR, TWLVU on Nasdaq
Transactions as of
11 Dec 2025
Net transactions value
$0
Form type
3
Filing time
11 Dec 2025, 21:01:49 UTC
Next filing
15 Dec 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Twelve Seas Sponsor LLC 10%+ Owner 2685 NOTTINGHAM AVENUE, LOS ANGELES /s/ Dimitri Elkin, as managing member of Twelve Seas Holdings LLC, the managing member of Twelve Seas Sponsor LLC 11 Dec 2025 0002096061
Elkin Dimitri Chief Executive Officer, 10%+ Owner 2685 NOTTINGHAM AVENUE, LOS ANGELES /s/ Dimitri Elkin 11 Dec 2025 0001744019

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TWLV Class B Ordinary Shares 11 Dec 2025 Class A Ordinary Shares 5,692,500 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the registration statement on Form S-1 (File No. 333-286408) of Twelve Seas Investment Company III (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
F2 These shares represent the Class B ordinary shares held by Twelve Seas Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 742,500 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3 Twelve Seas Sponsor LLC, our sponsor, is the record holder of 5,692,500 founder shares, up to 742,500 such shares shall be forfeited for no consideration if the underwriters do not exercise the over-allotment option in full. 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.