Attached files
file | filename |
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EX-5.2 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP - BPGIC INTERNATIONAL | fs1mef2018ex5-2_twelve.htm |
EX-23.1 - CONSENT OF UHY LLP - BPGIC INTERNATIONAL | fs1mef2018ex23-1_twelve.htm |
EX-5.1 - OPINION OF MAPLES AND CALDER - BPGIC INTERNATIONAL | fs1mef2018ex5-1_twelve.htm |
As filed with the U.S. Securities and Exchange Commission on June 19, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Twelve Seas Investment Company
(Exact name of registrant as specified in its charter)
Cayman Islands | 6770 | N/A | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
25/28 Old Burlington Street
Mayfair, London, W1S 3AN
+44 203 096 2150
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dimitri Elkin
Chief Executive Officer
25/28 Old Burlington Street
Mayfair, London, W1S 3AN
+44 203 096 2150
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-225352
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☐ | |
(Do not check if a smaller reporting company) | Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Security Being Registered | Amount being Registered | Proposed Maximum Offering Price Per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||||||||
Units, each consisting of one ordinary share, $0.0001 par value, one redeemable warrant and one right entitling the holder to receive one-tenth (1/10) of one ordinary share(2) | 3,450,000 Units | $ | 10.00 | $ | 34,500,000 | $ | 4,295.25 | |||||||
Ordinary shares included as part of the units(3)(4) | 3,450,000 Shares | — | — | — | ||||||||||
Redeemable warrants included as part of the units(4) | 3,450,000 Warrants | — | — | — | ||||||||||
Rights included as part of the units(4) | 3,450,000 Rights | — | — | — | ||||||||||
Shares underlying Rights included as part of the units | 345,000 Shares | 10.00 | 3,450,000 | 429.53 | ||||||||||
Representative’s ordinary shares(3) | 25,000 Shares | $ | 10.00 | $ | 250,000 | $ | 31.13 | |||||||
Total | $ | 38,200,000 | $ | 4,755.91 | (5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) |
Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-225352). |
(3) |
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) |
The Registrant previously registered securities having a proposed maximum aggregate offering price of $172,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-225352), which was declared effective by the Securities and Exchange Commission on June 19, 2018. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $34,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of (i) 3,450,000 additional units of Twelve Seas Investment Company, a Cayman Islands exempted company (the “Registrant”), each consisting of one ordinary share, one warrant and one right, (ii) 345,000 ordinary shares underlying such rights and (iii) 25,000 shares that may be issued to EarlyBirdCapital, Inc. (and/or its designees), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to certain adjustments. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon consummation of the Registrant’s initial business combination. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225352) (the “Prior Registration Statement”), initially filed by the Registrant on June 1, 2018 and declared effective by the Securities and Exchange Commission on June 19, 2018. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-225352) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of June, 2018.
Twelve Seas Investment Company | ||
By: | /s/ Dimitri Elkin | |
Name: Dimitri Elkin | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Dimitri Elkin | Chief Executive Officer | June 19, 2018 | ||
Dimitri Elkin | (Principal Executive Officer) | |||
/s/ Stephen N. Cannon | Chief Financial Officer | June 19, 2018 | ||
Stephen N. Cannon | (Principal Financial and Accounting Officer) | |||
/s/ Neil Richardson | Chairman | June 19, 2018 | ||
Neil Richardson | ||||
/s/ Stephen A. Vogel | President and Director | June 19, 2018 | ||
Stephen A. Vogel |
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