Twelve Seas TWLVU = 1C, 1W, 1R

Warrant Agreement

4.3  Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


4.4  Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, immediately prior to such adjustment, by a fraction, (a) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

Redemption 10.28.

April 15, 2019   BROGU ?????? On announcement of merger.

Minimum Cash Condition. As of the Closing, the Closing Net Cash shall be at least One Hundred and Twenty-Five Million U.S. Dollars ($125,000,000).

Trust = $10

IPO = $207,000,000 4/15/19 - $209,228,000

Warrant - 1 + $11.50 > 1C. Call $18.

Deadline 18 months. Closed June 22/18, Expire Dec 22 2019 ?


Focus: Pan-Eurasian region

Prior SPAC experience. Our President and CFO both possess strong understanding of the SPAC structure and market.
Our President, Stephen Vogel, was Executive Chairman of Forum Merger Corporation, or “Forum,” a NASDAQ listed SPAC that raised $172.5 million in April 2017, and successfully completed its business combination in February 2018 with ConvergeOne, a special IT service provider that currently has a market capitalization of over $600 million. Our CFO, Stephen Cannon, has served as a member of management for four SPACs, three of which have completed initial public offerings, two of which have also consummated a business combination and one SPAC that failed to consummate its initial public offering.

​​Each warrant will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus

​We intend to focus our initial business combination search efforts on private companies in the Pan-Eurasian region with positive operating cash flow, significant assets, and successful management teams that are seeking access to the US capital markets. The Pan-Eurasian region stretches from Western Europe through Eastern Europe to Central Asia, including countries such as Turkey and India. However, our efforts to identify a prospective target business will not be limited to any specific geographic region or industry.

We believe that our management team is well-positioned to identify companies in the market that will produce attractive risk-adjusted returns. We also believe that our contacts and transaction sources, ranging from industry executives, private owners, private equity funds, the legal community and investment bankers, will enable us to pursue a broad range of opportunities. We will seek to capitalize on our management team’s extensive network of contacts and sources across the Pan-Eurasian region, which uniquely positions us to source attractive acquisition opportunities within the region. We believe there are many potential target companies that have operations or ownership interests that cross over between developed markets and developing markets within the Pan-Eurasian region, and we believe our team’s unique experiences are well suited to source and consummate a transaction with such a company. For example, we believe that a number of Middle Eastern, Russian, and Chinese industrial groups are considering divesting their assets acquired in the U.S. and Western Europe due to the rising political and trade tensions with the US. We believe our strategy is a very practical one with a high degree of success.

​Our Chairman, Neil Richardson, was a General Partner in Kohlberg Kravis Roberts & Co. (KKR), one of the world’s leading private equity firms, having helped create its European predecessor in 1994. After establishing KKR’s European business, Mr. Richardson was one of the Founding Partners of Lion Capital, a leading private equity investment firm specializing in investments in the consumer sector in both Europe and the U.S.

Our CEO, Dimitri Elkin, worked with Mr. Richardson at KKR and headed up activities in the former Soviet Union and Eastern Europe. Mr. Elkin was a General Partner at UFG Private Equity, which has been recognized by Cbonds, a financial news agency, as one of the top professional private equity firms in the markets of the former Soviet Union.

Our COO, Bryant Edwards, played an important role as a leading lawyer in the development of capital markets across Europe, Middle East and Asia, especially the high yield markets that served as a source of financing for many private equity investments in these markets. Among other things, Mr. Edwards served as Chair of the European High Yield Association and helped establish the Gulf Bond & Sukuk Association. Additionally, he served as Vice-Chair of the Credit Markets Committee of the Asia Securities & Financial Markets Committee.

Mr. Richardson, Mr. Elkin and Mr. Edwards possess intimate knowledge and connections within the Pan-Eurasian market that we believe will allow us to identify and access a wide range of high-quality acquisition targets.

Investor Relations
The Equity Group Inc.
Fred Buonocore – (212) 836-9607 /
Mike Gaudreau – (212) 836-9620 /


Twelve Seas Investment Company
Stephen N. Cannon, Chief Financial Officer