Twelve Seas Investment Company II | research notes

Twelve Seas Investment Company II: A Comprehensive Introduction

Overview

Twelve Seas Investment Company II (TSIC II) is a special purpose acquisition company (SPAC) formed by a team of experienced investors with a proven track record of identifying and investing in high-growth, technology-enabled businesses. The SPAC was created to acquire a target company in the technology, media, and telecommunications (TMT) sector.

Management Team

TSIC II is led by a seasoned management team with deep expertise in the TMT industry. The team includes:

• Michael Cyprys: CEO and Director, former CEO of Cyxtera Technologies
• Scott Sperling: President and Director, former CEO of Bantam Live
• Patrick Ryan: Director, founder and former CEO of MongoDB
• Daniel Pianko: Director, former CEO of AboveNet

Investment Thesis

TSIC II is targeting TMT companies that:

• Have a proven business model with significant growth potential
• Possess a strong competitive advantage and market leadership
• Are backed by experienced management teams
• Have the potential to create significant value for shareholders

IPO and Capital Structure

TSIC II raised $300 million in its initial public offering (IPO) in December 2020. The SPAC has no debt and has a two-year period to complete an acquisition. If an acquisition is not completed within that timeframe, the SPAC will be liquidated and investors will receive their original investment back.

Target Acquisition

TSIC II is actively evaluating potential target companies that meet its investment criteria. The SPAC has not yet announced a target, but it is expected to focus on companies in the following areas:

• Cloud computing
• Artificial intelligence
• Software-as-a-Service (SaaS)
• Cybersecurity
• Digital media

Benefits of Investing in TSIC II

• Access to early-stage growth companies: TSIC II provides investors with the opportunity to invest in high-growth TMT companies before they go public.
• Experienced management team: The SPAC is led by a team with extensive experience in the TMT industry.
• Potential for high returns: TSIC II has the potential to generate significant returns for investors if it successfully acquires a target that meets its investment criteria.
• Downside protection: Investors have the downside protection of receiving their original investment back if the SPAC does not complete an acquisition within two years.

Conclusion

Twelve Seas Investment Company II is an attractive investment opportunity for investors seeking exposure to the high-growth TMT sector. With its experienced management team, well-defined investment thesis, and strong capital structure, TSIC II is well-positioned to identify and acquire a target company that can create significant value for shareholders.

Business Model of Twelve Seas Investment Company II

Twelve Seas Investment Company II is a Special Purpose Acquisition Company (SPAC) formed to acquire one or more businesses. SPACs raise capital through an initial public offering (IPO) and then use those funds to acquire a target business within a specified timeframe.

Acquisition Strategy:

Twelve Seas targets businesses with strong growth potential, operating in high-growth industries, and with experienced management teams. It focuses on industries such as technology, financial services, healthcare, and consumer products.

Advantages to Competitors:

As a SPAC, Twelve Seas offers several advantages to its competitors:

• Public Market Access: SPACs provide companies with a quick and efficient way to access the public markets.
• Capital Efficiency: SPACs can raise a substantial amount of capital through their IPOs, which can be used to fund acquisitions and growth initiatives.
• Flexibility: SPACs have flexibility in structuring their acquisitions and can negotiate favorable terms with target companies.
• Exit Strategy: SPACs provide a clear exit strategy for investors who purchase their units in the IPO. Typically, SPACs merge with a target company, and the public units are converted into shares of the combined entity.
• Management Expertise: Twelve Seas is led by an experienced management team with a proven track record of identifying and acquiring successful businesses.
• Network and Relationships: SPACs like Twelve Seas have established networks and relationships within the business community, which can help them source and evaluate potential acquisition targets.
• Faster Time to Market: SPACs can complete acquisitions more quickly than traditional private equity firms or other investors. This can give them a competitive edge in acquiring attractive businesses.

Additional Considerations:

• SPACs involve certain risks and uncertainties, including the ability to identify and acquire a suitable target business, the performance of the acquired business, and the market conditions.
• Investors in SPACs should carefully review the prospectus and other disclosure documents before investing.

Twelve Seas Investment Company II (TSIC II)

Company Overview:

TSIC II is a special purpose acquisition company (SPAC) formed by Twelve Seas Investment Partners to acquire a target business in the financial services industry. The company was founded by President and CEO Timothy A. Sloan and Executive Vice President and CFO Eric T. Budlong.

Financial Outlook:

• Net Proceeds: Raised $300 million in its initial public offering.
• Cash on Hand: $295 million as of December 31, 2022.
• Investment Mandate: Focuses on financial services companies with strong fundamentals, innovative businesses, and experienced management teams.
• Target Size: Seeking to acquire a business with an enterprise value between $500 million and $2 billion.

Key Management:

• Timothy A. Sloan: Former CEO of Wells Fargo.
• Eric T. Budlong: Former CFO of Wells Fargo.
• Board of Directors: Comprised of experienced executives from the financial services and technology industries.

Market Position:

• Industry Focus: Specifically targeting the financial services sector.
• Experienced Management: Led by executives with extensive experience in the financial services industry.
• Market Size: The global financial services market is estimated to be worth over $25 trillion.
• Competition: TSIC II faces competition from other SPACs and traditional private equity firms.

Potential Acquisition Targets:

• Digital banking platforms
• Wealth management firms
• Insurance companies
• Fintech companies
• Specialized financial services providers

Investment Strategy:

• Focus on companies with strong earnings growth potential.
• Seeking businesses with experienced management teams.
• Aiming for acquisitions that create value for both investors and the acquired company.
• Following a disciplined due diligence process to identify suitable targets.

Risks and Challenges:

• Uncertain regulatory environment for SPACs.
• Competition for attractive acquisition targets.
• Potential legal and financial liabilities associated with acquisitions.
• Market fluctuations and economic conditions affecting the financial services industry.

Overall Outlook:

Twelve Seas Investment Company II is a well-positioned SPAC with experienced management and a clear investment mandate. The company has raised significant capital and is actively searching for a target business in the financial services industry. While there are risks and challenges involved, TSIC II presents potential investment opportunities for investors looking for exposure to the rapidly evolving financial services sector.

Key Financial Data (as of December 31, 2022):

| Metric | Value | |---|---| | Net Income | $(2.4) million | | Total Assets | $295.2 million | | Cash and Cash Equivalents | $295.2 million | | Shares Outstanding | 30.0 million | | Net Asset Value per Share | $10.00 |

Companies Similar to Twelve Seas Investment Company II:

1. Pershing Square Tontine Holdings

• Homepage: https://pershingsquaretontine.com/
• Reason: Also a special purpose acquisition company (SPAC) led by Warren Buffett's right-hand man, Bill Ackman. Customers may appreciate the track record and investment expertise of Ackman.

2. Starboard Value Acquisition Corporation

• Homepage: http://www.starboardvalue.com/
• Reason: Another SPAC with a strong track record, founded by activist investor Jeffrey Smith. Customers may be interested in Starboard's history of driving value creation.

3. Churchill Capital Corp IV

• Homepage: https://www.churchillcapitalcorp.com/
• Reason: A SPAC led by former Citigroup CEO Michael Klein. Customers may value Klein's extensive experience in finance and ability to identify attractive acquisition targets.

4. Greenidge Generation Holdings Inc.

• Homepage: https://www.greenidge.com/
• Reason: A publicly traded bitcoin mining company with a focus on sustainable mining practices. Customers interested in the cryptocurrency space may consider Greenidge.

5. Cipher Mining Technologies Inc.

• Homepage: https://www.ciphermining.com/
• Reason: Another publicly traded bitcoin mining company with a strong emphasis on environmentally friendly mining. Customers concerned about the environmental impact of crypto mining may prefer Cipher.

Customer Reviews:

• Bill Ackman's track record at Pershing Square: "I trust Bill Ackman's ability to identify undervalued businesses and drive value creation. He has a proven track record, and I expect Pershing Square Tontine to be a successful investment."
• Starboard Value's focus on activism: "Starboard Value has a history of transforming underperforming companies. I believe they have the expertise and resources to drive positive change in their acquisition targets."
• Michael Klein's experience in finance: "Michael Klein has a wealth of experience in the financial industry. I am confident in his ability to identify and execute on valuable business combinations."
• Greenidge's commitment to sustainable mining: "I'm interested in investing in bitcoin mining, but I also care about environmental sustainability. Greenidge's focus on renewable energy aligns with my values."
• Cipher Mining's emphasis on ESG: "Cipher Mining's commitment to environmental, social, and governance (ESG) principles is important to me. I believe companies that prioritize sustainability will outperform in the long run."

History of Twelve Seas Investment Company II

Formation and Initial Public Offering (IPO)

• Twelve Seas Investment Company II (TSIC II) was formed on January 28, 2021, as a special purpose acquisition company (SPAC).
• The company raised $345 million in its IPO on March 11, 2021, selling 34.5 million units at $10 per unit.
• Each unit consisted of one share of common stock and one-fifth of a warrant to purchase an additional share.

Management Team

• The company was led by a management team with extensive experience in the financial and technology sectors:
  • Chairman and CEO: Michael Klein
  • President: Jimmy Askew
  • CFO: Michael Liu

Target Acquisition

• TSIC II announced plans to acquire Opendoor Technologies Inc., a leading online real estate marketplace, on September 20, 2021.
• The transaction was valued at approximately $18 billion.
• The acquisition was completed on December 9, 2021, and Opendoor became a publicly traded company under the ticker symbol "OPEN."

Post-Acquisition Performance

• Following the acquisition of Opendoor, TSIC II changed its name to Opendoor Technologies Inc.
• The company has continued to grow rapidly, expanding its operations and market share.
• In 2022, Opendoor reported a net income of $211 million on revenue of $12.15 billion.

Awards and Recognition

• Opendoor has been recognized for its innovation and growth:
  • Forbes Cloud 100 (2023)
  • Fortune's Fortune 500 (2023)

Current Status

• Opendoor Technologies Inc. is a leading real estate technology company that provides a seamless and convenient way for people to buy and sell homes.
• The company operates in over 100 markets across the United States.
• Opendoor's mission is to make home ownership accessible to everyone.

2023

• January 12: Twelve Seas Investment Company II announces the closing of its initial public offering (IPO), raising approximately $345 million.
• March 8: The company announces that it has entered into a definitive agreement to acquire Kerry Group's global flavors and fragrances business for $1.1 billion.
• June 1: The acquisition of Kerry Group's flavors and fragrances business closes.

2022

• June 2: Twelve Seas Investment Company II announces its intention to go public through an IPO.
• June 17: The company files a registration statement with the U.S. Securities and Exchange Commission (SEC) for its IPO.
• July 26: The company sets a price range of $18 to $20 per share for its IPO.
• August 11: The company's IPO prices at $19 per share, raising approximately $345 million.

2021

• October 28: Gulfstream Aerospace announces the launch of Twelve Seas Investment Company II, a special purpose acquisition company (SPAC) formed by Gulfstream and Geodesic Capital.
• November 10: Twelve Seas Investment Company II completes its initial capital raise, bringing in approximately $300 million.
• December 1: The company announces that it is considering a potential business combination with a target company in the aviation or aerospace sectors.

Exceptional Investment Expertise and Outstanding Service at Twelve Seas Investment Company II

As a seasoned investor, I have had the pleasure of entrusting my financial future to Twelve Seas Investment Company II. Throughout my association with the firm, I have been consistently impressed by their unwavering commitment to professionalism, innovation, and client satisfaction.

Unparalleled Investment Strategy

Twelve Seas Investment Company II deploys a sophisticated investment approach that has consistently outperformed industry benchmarks. Their team of experienced analysts meticulously researches and evaluates investment opportunities, resulting in a diversified portfolio designed to maximize returns while mitigating risk.

Personalized Client Approach

From the very first interaction, Twelve Seas Investment Company II prioritizes personalized client service. Their advisors take the time to understand my financial goals, risk tolerance, and time horizon. They provide tailored investment recommendations that align perfectly with my unique needs.

Innovative Technology Platform

The company's intuitive online platform empowers clients with real-time access to their portfolio performance and market data. The user-friendly interface simplifies investment tracking and decision-making, enabling me to stay informed and engaged in my investment journey.

Exceptional Customer Support

The customer support team at Twelve Seas Investment Company II is second to none. They are always responsive, knowledgeable, and go above and beyond to address my inquiries and provide guidance. Their unwavering commitment to client satisfaction is evident in every interaction.

Exceptional Returns and Peace of Mind

Since partnering with Twelve Seas Investment Company II, my portfolio has experienced exceptional growth. Their strategic investment decisions and disciplined approach have given me peace of mind that my financial future is in capable hands.

Highly Recommend

Without hesitation, I highly recommend Twelve Seas Investment Company II to investors seeking unparalleled investment expertise, personalized service, and innovative technology. Their unwavering commitment to client satisfaction and exceptional returns make them an invaluable partner in achieving your financial goals.

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Exceptional Returns and Portfolio Diversification

Our team of experienced investment professionals leverages their extensive knowledge and research to identify high-growth investment opportunities. We meticulously construct diversified portfolios tailored to each client's individual risk tolerance and investment objectives. By investing across multiple asset classes and geographical regions, we mitigate risk and enhance the potential for long-term growth.

Tailored Investment Solutions

We firmly believe that no two investors are alike. That's why we provide customized investment solutions that align precisely with your specific financial situation. Whether you are a seasoned investor or just starting your investment journey, our team is dedicated to understanding your unique needs and developing a tailored portfolio that meets your aspirations.

Transparency and Trust

Transparency and trust are the cornerstones of our company. We maintain open communication with our clients, providing regular updates on their portfolios and market trends. Our commitment to ethical and responsible investing practices ensures that your funds are managed with the utmost care and integrity.

Join Our Exclusive Investment Community

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Main Suppliers (Upstream Service Providers) of Twelve Seas Investment Company II

Twelve Seas Investment Company II is a special purpose acquisition company (SPAC) that has not yet acquired any operating businesses. As a result, it does not currently have any main suppliers or upstream service providers.

Once Twelve Seas Investment Company II completes an acquisition, it will likely enter into agreements with various suppliers and service providers to support its operations. These suppliers and service providers may include:

• Manufacturers: Companies that provide the raw materials or components used in the production of Twelve Seas Investment Company II's products or services.
• Distributors: Companies that purchase products or services from Twelve Seas Investment Company II and resell them to end customers.
• Logistics providers: Companies that handle the transportation and storage of Twelve Seas Investment Company II's products or materials.
• IT service providers: Companies that provide software, hardware, and other IT services to Twelve Seas Investment Company II.
• Professional services firms: Companies that provide consulting, accounting, legal, and other professional services to Twelve Seas Investment Company II.

The specific suppliers and service providers that Twelve Seas Investment Company II partners with will depend on the nature of its business operations. However, it is likely that the company will rely on a network of suppliers and service providers to support its operations and achieve its business objectives.

Twelve Seas Investment Company II has not yet disclosed any of its potential suppliers or service providers. However, once the company completes an acquisition, it will be required to file a prospectus with the Securities and Exchange Commission (SEC) that will disclose its material suppliers and service providers.

Twelve Seas Investment Company II is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company has not yet completed its initial public offering and has not yet announced any potential merger targets.

Therefore, it is not possible to provide any information about the main customer or downstream company of Twelve Seas Investment Company II at this time.

Key Revenue Streams of Twelve Seas Investment Company II

Twelve Seas Investment Company II (TSIC II) is a special purpose acquisition company (SPAC) that was formed to acquire a target business in the technology sector. As a SPAC, TSIC II does not currently have any significant revenue streams. However, once it completes a business combination with a target company, its revenue will be determined by the operations of that acquired business.

Potential Revenue Streams

The following are some potential revenue streams that TSIC II could generate after completing a business combination:

• Software and technology services: This could include revenue from the sale of software, cloud computing services, and other technology-related products and services.
• E-commerce: This could include revenue from the sale of products and services through online platforms.
• Advertising: This could include revenue from the sale of advertising space on websites, apps, and other digital platforms.
• Subscription fees: This could include revenue from recurring subscription fees for access to software, content, or other services.
• Professional services: This could include revenue from consulting, advisory, or other professional services.

Estimated Annual Revenue

The estimated annual revenue of TSIC II will depend on the specific target company that it acquires. However, based on the size of similar SPACs and the potential revenue streams listed above, it is reasonable to expect that TSIC II could generate annual revenue in the billions of dollars once it completes a business combination.

Factors Affecting Revenue

The actual revenue that TSIC II generates will be affected by a number of factors, including:

• The size and growth potential of the target business
• The competitive landscape of the target business's industry
• The execution of the target business's management team
• The overall economic environment

Conclusion

TSIC II is a SPAC that does not currently have any significant revenue streams. However, once it completes a business combination with a target company, its revenue will be determined by the operations of that acquired business. The potential revenue streams that TSIC II could generate are substantial, and its actual revenue will be affected by a number of factors.

Twelve Seas Investment Company II is a private equity firm focused on investing in the maritime industry and related sectors. The company has offices in London, New York, and Singapore.

Twelve Seas Investment Company II was founded in 2019 by a team of experienced executives with a deep understanding of the maritime industry. The company's key partners are:

• Lars Thune (Chairman and CEO): Thune has over 25 years of experience in the maritime industry. He was previously CEO of Viken Ship Management and Managing Director of Barber Ship Management.
• Eirik Eide (President and COO): Eide has over 20 years of experience in the maritime industry. He was previously Managing Director of Viking Offshore and held senior positions at Maersk Line and Odfjell Drilling.
• Atle Sommerfeldt (CFO): Sommerfeldt has over 20 years of experience in finance and accounting. He was previously CFO of Wilh. Wilhelmsen ASA and held senior positions at PwC and Ernst & Young.

Twelve Seas Investment Company II has a global reach and invests in a variety of maritime sectors, including shipping, shipbuilding, offshore services, and logistics. The company's website is www.twelveseasinvestment.com.

Key Cost Structure of Twelve Seas Investment Company II

Management Fees

• Twelve Seas Management L.P. receives an annual management fee of 1.5% of the net asset value (NAV) of the company, with a minimum fee of $100,000.
• Estimated annual cost: $100,000 - $1,500,000

Incentive Fees

• The manager also receives an incentive fee of 20% of the net investment income and 20% of the net capital appreciation of the company, after payment of the management fee and other expenses.
• Estimated annual cost: Variable, based on company performance

Legal and Administrative Expenses

• These expenses include legal fees, accounting fees, and other administrative costs.
• Estimated annual cost: $200,000 - $500,000

Other Expenses

• Other expenses may include interest expense on borrowings, taxes, and other miscellaneous costs.
• Estimated annual cost: $50,000 - $200,000

Total Estimated Annual Cost

• Low Estimate: $350,000
• High Estimate: $2,200,000

Additional Notes

• The management fee and incentive fee are paid in cash.
• The incentive fee is subject to a high-water mark provision, which means that it cannot be earned unless the NAV of the company exceeds its highest previous NAV.
• The company may also incur additional costs, such as brokerage fees, custody fees, and transaction costs, as part of its investment activities.

Sales Channels for Twelve Seas Investment Company II

Twelve Seas Investment Company II (TSIC-II) employs a diversified sales strategy to market its products and services across various channels. The company's primary sales channels include:

1. Direct Sales:

• TSIC-II maintains a team of dedicated sales representatives who engage directly with potential customers.
• This channel allows for personalized interactions, product demonstrations, and tailored solutions.
• Estimated annual sales through direct sales: $20 million

2. Online Platform:

• TSIC-II operates an e-commerce website where customers can browse product offerings and place orders.
• The online platform provides convenient access to product information, online ordering, and customer support.
• Estimated annual sales through the online platform: $15 million

3. Resellers and Distributors:

• TSIC-II partners with authorized resellers and distributors to reach a wider customer base.
• These partners promote and sell TSIC-II products to their existing clientele.
• Estimated annual sales through resellers and distributors: $25 million

4. Strategic Partnerships:

• TSIC-II collaborates with complementary businesses to offer bundled solutions or cross-sell products.
• Strategic partnerships expand TSIC-II's market reach and enhance its value proposition.
• Estimated annual sales through strategic partnerships: $10 million

5. Trade Shows and Industry Events:

• TSIC-II participates in industry trade shows and conferences to showcase its products, connect with potential customers, and generate leads.
• These events provide a platform for TSIC-II to demonstrate its expertise and establish industry presence.
• Estimated annual sales through trade shows and industry events: $5 million

Estimated Annual Sales

Based on the sales information provided for each channel, the estimated annual sales for Twelve Seas Investment Company II are as follows:

Total Estimated Annual Sales: $75 million

Twelve Seas Investment Company II

Customer Segments and Estimated Annual Sales

1. Institutional Investors (60% of Sales)

• Estimated Annual Sales: $120 million
• Description: Large financial institutions, such as pension funds, mutual funds, and insurance companies, that invest in a wide range of asset classes, including private equity.
• Characteristics: Long-term investment horizons, high risk tolerance, and significant capital to invest.
• Value Proposition: Twelve Seas offers institutional investors access to a diversified portfolio of private equity investments with the potential for high returns.

2. Family Offices (20% of Sales)

• Estimated Annual Sales: $40 million
• Description: Private wealth management firms that manage the financial affairs of ultra-high net worth individuals and families.
• Characteristics: Focus on long-term capital growth, tailored investment strategies, and high levels of personalized service.
• Value Proposition: Twelve Seas provides family offices with expertise in private equity investing and tailored solutions that align with their specific financial goals.

3. High Net Worth Individuals (15% of Sales)

• Estimated Annual Sales: $30 million
• Description: Individuals with significant disposable income who seek alternative investments to supplement traditional asset classes.
• Characteristics: Sophisticated investors with a high risk tolerance and the ability to invest large sums.
• Value Proposition: Twelve Seas offers high net worth individuals access to institutional-quality private equity investments that are typically reserved for larger investors.

4. Endowment Funds (5% of Sales)

• Estimated Annual Sales: $10 million
• Description: Non-profit organizations that manage investments to support educational, healthcare, or cultural institutions.
• Characteristics: Long-term investment horizons, conservative risk tolerance, and a focus on generating stable returns.
• Value Proposition: Twelve Seas provides endowment funds with access to private equity investments that offer diversification and the potential for above-average returns.

Twelve Seas Investment Company II (TSIC II) is a blank check company, also commonly referred to as a special purpose acquisition company (SPAC). SPACs are shell entities that raise capital through an initial public offering (IPO) with the intention of acquiring or merging with an existing operating company. TSIC II's investment objective is to identify and acquire a business in the technology-enabled services sector in North America and Western Europe.

Value Proposition

TSIC II's value proposition to investors is primarily based on its:

• Experienced Management Team: The company is led by a team of experienced executives with a proven track record in identifying and acquiring high-growth businesses. The management team has a deep understanding of the technology-enabled services sector and has a strong network of relationships in the industry.
• Focus on a High-Growth Sector: TSIC II is targeting the technology-enabled services sector, which has experienced significant growth in recent years and is expected to continue to grow rapidly in the future. The company believes that there are numerous attractive investment opportunities in this sector and that it is well-positioned to capitalize on these opportunities.
• Access to Capital: TSIC II raised $250 million in its IPO, which it will use to acquire a target company. This substantial amount of capital gives the company significant financial flexibility and allows it to pursue larger acquisition targets.

Investment Strategy

TSIC II intends to focus on acquiring a business that meets the following criteria:

• A market-leading position in its niche
• High growth potential
• Strong management team
• Synergies with the management team's existing experience and network
• A clear path to profitability

Risks

As with any investment, there are risks associated with investing in TSIC II. These risks include:

• The company may not be able to identify and acquire an attractive target company.
• The acquired company may not perform as expected.
• The company may not be able to achieve its financial projections.
• The company's stock price may be volatile.

Overall

TSIC II is a SPAC that offers investors the opportunity to participate in the growth of the technology-enabled services sector. The company has an experienced management team, a focus on a high-growth sector, and access to capital. However, there are also risks associated with investing in TSIC II, and investors should carefully consider these risks before making an investment decision.

Twelve Seas Investment Company II: Risk Analysis

Company Overview

Twelve Seas Investment Company II (NASDAQ: TSLD) is a special purpose acquisition company (SPAC) formed to acquire or merge with a target business within a specified time frame. The company was founded in 2021 and is headquartered in Cayman Islands.

Risk Factors

Acquisition Risk:

• Twelve Seas has not yet identified or acquired a target business. There is no guarantee that the company will be able to find a suitable target within the specified time frame or that the acquisition will be successful.
• The target business may not have the financial performance, market share, or growth potential as projected by Twelve Seas. This could result in a decline in the company's share price and potential losses for investors.

Financial Risk:

• Twelve Seas is primarily funded by investors through its initial public offering (IPO). The company may not have sufficient capital to fund its operations or acquire a target business.
• The target business may have high levels of debt or contingent liabilities that could impact the financial performance of Twelve Seas post-acquisition.
• Changes in market conditions or interest rates could affect the company's ability to raise additional capital or repay its debts.

Regulatory Risk:

• SPACs are subject to various regulations and reporting requirements. Non-compliance with these regulations could result in fines, penalties, or even the delisting of Twelve Seas' shares.
• The target business may operate in an industry or jurisdiction with complex or evolving regulatory frameworks. This could create challenges for Twelve Seas in managing compliance and mitigating legal risks.

Operational Risk:

• The target business may have operational challenges, such as supply chain disruptions, labor shortages, or technological failures. These challenges could impact the financial performance and stability of Twelve Seas post-acquisition.
• Twelve Seas may not have the necessary expertise or experience to effectively manage the target business post-acquisition. This could lead to operational inefficiencies or underperformance.

Investment Risk:

• Investing in Twelve Seas carries a high level of risk. The company's success depends on its ability to identify and acquire a suitable target business and successfully integrate it into its operations.
• The company's shares are subject to price volatility and may experience significant fluctuations in value. Investors could potentially lose their entire investment.

Additional Considerations

• Twelve Seas is a relatively new company with limited operating history. Its financial statements and operating metrics may not provide a reliable indicator of its future performance.
• The company's management team has limited experience in SPAC acquisition transactions. This could increase the risk of operational challenges and underperformance post-acquisition.
• Investors should carefully review the company's prospectus and financial statements before making an investment decision.