Twelve Seas Sponsor LLC - 15 Dec 2025 Form 4 Insider Report for Twelve Seas Investment Co III/Cayman (TWLV)

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
Transactions as of
15 Dec 2025
Transactions value $
$3,000,000
Form type
4
Filing time
15 Dec 2025, 16:00:30 UTC
Previous filing
11 Dec 2025
SEC
View on sec.gov

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 15 Dec 2025 0002096061
Elkin Dimitri Chief Executive Officer, Director, 10%+ Owner 2685 NOTTINGHAM AVENUE, LOS ANGELES /s/ Dimitri Elkin 15 Dec 2025 0001744019

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TWLV Class A Ordinary Shares Purchase $3M +300K $10.00 300K 15 Dec 2025 See footnote F1, F2

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
transaction TWLV Rights to receive Class A ordinary shares Purchase +300K +5.27% 5.99M 15 Dec 2025 Class A ordinary shares 30K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 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.
F3 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.
F4 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.