Twelve Seas Investment Co III/Cayman 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable 39 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Dimitri Elkin 57 Chief Executive Officer and Director Jonathan Morris 49 Chief Financial Officer Julian Vickers 59 Chairman of the Board of Directors Bob Foresman 57 Director Olga Klimova 54 Director Greg Nelson 57 Director The experience of our directors and executive officers is as follows: Mr. Julian Vickers , has served as our Chairman of the Board of Directors since December 2025. Mr. Vickers has 32 years of experience in Natural Resources, through diverse roles as an exploration geologist, a management consultant and an investment banker. Mr. Vickers currently serves as the Chairman and Founder of NRG, a specialist investment banking firm focused exclusively on the Oil and Gas, Oil Services and Mining & Metals sectors. NRG focusses on Advisory, M&A, A&D and Capital Raising for companies in the sector and combines Investment Banking experience with technical expertise and industry knowledge. Prior to founding NRG in 2015, Mr. Vickers was Global Co-Head of Natural Resources Investment Banking for Barclays until 2015. He was also Global Head of Energy Investment Banking for Citi until 2009. He was served as a Management Consultant with McKinsey & Company from 1994 to 1997 and was an Exploration Geologist with Cominco. Mr. Vickers has a first class honour degree in Mining Geology from Imperial College, London and an MBA from the London Business School. We believe Mr. Vickers is well-qualified to serve as the Chairman of the Board given his significant directorship experience, in-depth knowledge of the capital markets and lengthy investing experience. Mr. Dimitri Elkin , has been our Chief Executive Officer and Director since inception. Mr. Elkin has over 25 years of experience in private equity and investment banking. He previously served as the Chief Executive Officer of Twelve Seas Investment Company II, which liquidated and returned funds held in trust to its shareholders in June 2024, Quadro Acquisition One Corp., which liquidated and returned funds held in trust to its shareholders in May 2024, Twelve Seas Investment Company, which completed its initial business combination with Brooge Holdings (Nasdaq: BROG), an oil storage company located in the United Arab Emirates, as discussed elsewhere in this Report, and Ruslan Acquisition Corp., which liquidated and returned funds held in trust to its shareholders in 2009. From December 2017 until December 2019, he served as Chief Executive Officer of Twelve Seas Investment Company. Since April 2013, Mr. Elkin has been a Founding Partner of Twelve Seas Limited, and since 2016 he has been an advisor to Equinox Energy Capital, a private investment firm seeking to deploy capital in renewable energy assets. From 2007 to April 2013, Mr. Elkin served as General Partner of UFG Private Equity, a mid-market regional buyout firm based in Moscow. From 2003 to 2006, Mr. Elkin was a Founding Partner at GIC Capital, a U.S. private equity firm. From 1998 to 2003, Mr. Elkin served as an investment executive at Kohlberg Kravis Roberts & Co., heading its activities in the former Soviet Union and Eastern Europe. From 1996 to 1998, Mr. Elkin served as an investment banker at Lehman Brothers. Mr. Elkin previously served as director of multiple corporate entities, including Kamaz, a Russian manufacturer of trucks, buses and engines, Imperial Porcelain Company and Russian Alcohol. Mr. Elkin graduated from Moscow State University and received an MBA from Harvard Business School. We believe Mr. Elkin is well-qualified to serve as a director given his extensive experience in banking, finance and investment. Mr. Jonathan Morris , has been our Chief Financial Officer since inception. Mr. Morris has over 23 years of experience as a finance executive through various roles including as a principal, operator and advisor. Until April 2025 he served as the Chief Financial Officer of Global Blockchain Acquisition Corp. (Nasdaq: GBBK), a blank check company which went public in May 2022, and which in April 2025 announced that it would cease its operations and return funds held in trust to its public shareholders, as discussed elsewhere in this Report. He currently serves as Chief Financial Officer of ESH Acquisition Corp. (Nasdaq: ESHA), a blank check company which went public in June 2023, raising $115,000,000, which is currently searching for an initial business combination, and he previously served as the Chief Financial Officer of Twelve Seas Investment Company II, which liquidated and returned funds held in trust to its shareholders in June 2024, as well as the Chief Development Officer of TLG Acquisition One Corp. (“TLG”), which completed an initial business combination with Electriq Power, a provider of intelligent energy storage and management for homes and small businesses, in August 2023, as discussed elsewhere in this Report; the combined company filed for Chapter 7 bankruptcy in May 2024; and as a Director of Quadro Acquisition One Corp., which liquidated and returned funds held in trust to its shareholders in May 2024. Mr. Morris has led principal investments and structuring at a large private family office. Mr. Morris served at Blackstone Group, Inc., from 2012 to 2016, and was on the board of directors of SunGard AS, from 2014 to 2016. From 2005 to 2012 he was in the TMT Investment Banking Group of Credit Suisse. Mr. Morris began his career in 1997 within the private equity division of Lombard, Odier et Cie, private bank in Switzerland. Mr. Morris also currently serves as Chief Financial Officer of FreeCast Inc and Hush Aerospace. Mr. Morris holds bachelor’s degree in Finance from the University of Virginia and an MBA from Georgetown University. 40 Mr. Bob Foresman , has served as an independent director December 2025. Mr. Foresman currently serves as a Director of Centurion Acquisition Corp. (Nasdaq: ALF), a blank check company which went public in June 2024, raising $287,500,000, which is currently searching for an initial business combination. From November 2021 until January 2023, he served as a Director of Ascendant Digital Acquisition Corp. III., which liquidated and returned funds held in trust to its shareholders in February 2023.From July 2020 until July 2021 he served as a Director of Ascendant Digital Acquisition Corp., which completed an initial business combination in July 2021 with Beacon Street Group LLC, a digital subscription services platform; a total of 93.6% of Ascendant Digital Acquisition Corp’s public shares were redeemed in its initial business combination. From 2007 until 2009, he served as a Director of Global Consumer Acquisition Corporation, resigning prior to its initial business combination. Mr. Foresman served as Vice Chairman of UBS Investment Bank (NYSE: UBS), based in New York, from October 2016 to April 2020. Mr. Foresman was also Chairman of OOO UBS Bank in Russia as well as UBS Group country head for Russia and the Commonwealth of Independent States region (“CIS”) from January 2018 to April 2020. Prior to joining UBS, Mr. Foresman was the Barclays Group (OTC: BCLYF) country head (from December 2009 to April 2016) for Russia and the wider region, where he represented and coordinated the activities of Barclays Group in the region, including investment banking and wealth management. Prior to his work at Barclays, Mr. Foresman was Deputy Chairman of Renaissance Capital (from August 2006 to November 2009, Chairman of the Management Committee for Russia and the CIS at Dresdner Kleinwort Wasserstein (from January 2001 to June 2006) and head of investment banking for Russia and the CIS at ING Barings (from August 1997 to December 2000). Mr. Foresman also ran the Ukrainian Privatization Advisory office of the International Finance Corporation (“IFC”) from June 1993 to November 1995 in Kyiv and worked on private equity and project finance transactions as an investment officer at IFC’s head office in Washington, DC. Mr. Foresman also currently serves of the board of Miami Steel, a micro steel mill project in South Florida. Mr. Foresman has been a member of the Board of Counselors of the East West Institute since September 2012; a member of the advisory board of Harvard University’s David Center for Russian and Eurasian Studies since January 2016; and a lifetime member of the Council on Foreign Relations since March 2015. Mr. Foresman graduated from Harvard University’s Graduate School of Arts & Sciences in 1993 and Bucknell University in 1990. Mr. Foresman also received a certificate from the Moscow Energy Institute in 1989. We believe Mr. Foresman is well-qualified to serve as an independent director given his significant directorship experience, in-depth knowledge of the capital markets and lengthy investing experience. Mr. Gregory Nelson, has served as an independent director December 2025. Mr. Nelson has over 30 years of experience as a finance and investment banking executive and advisor. Since 2014, Mr. Nelson has served as a Managing Director of TAG Financial Institutions Group, LLC, a boutique investment banking firm focused on the Financial Services industry, and as a Director of Quadro Acquisition One Corp., which liquidated and returned funds held in trust to its shareholders in May 2024. Prior to these roles, Mr. Nelson served as a Senior Vice President of U.S. Re Companies from 2007 to 2014, where he oversaw corporate development and managed the day-to-date operations of its broker-dealer subsidiary. Previously, during the period from 2001 to 2007, Mr. Nelson worked in investment banking positions of increasing responsibility with Bear Stearns & Company, Friedman, Billings, Ramsey & Co., and Banc of America Securities, respectively. Prior to entering the investment banking industry, Mr. Nelson worked in corporate accounting and finance positions with the Allstate Corporation and Amerin Guaranty Corp. (now part of Radian Group). He began his career in public accounting in 1991. Mr. Nelson earned his BBA in Accounting from Western Michigan University and his M.B.A. from the University of Chicago Booth School of Business. We believe Mr. Nelson is well-qualified to serve as an independent director given his extensive experience in banking, finance and investments. Ms. Olga Klimova, has served as an independent director since December 2025. Ms. Klimova brings over 25 years of capital markets experience to her role as independent director. Since September 2022, Ms. Klimova has been serving as a managing director of Rainmaker Securities LLC, a mid-market investment bank and FINRA registered broker-dealer that specializes in private equity market-making, capital formation and mergers & acquisitions. In addition, she operates her own financial services-focused consultancy since April 2022. From 2011 until March 2022, she served as a managing director in the New York office of Sber CIB, managing Sber’s Global Markets equities and fixed income distribution. Ms. Klimova’s professional journey includes significant tenures at UBS Investment Bank (2000-2011), Bank Austria (now part of Unicredit, 1996-2000), and Sber CIB (2011-2022). At UBS, she led the global Emerging Markets ex Asia institutional sales team and played a key role in integrating the Pactual acquisition in Brazil. During her time at Sber CIB, Ms. Klimova built and managed Institutional Equities and Fixed Income distribution, focusing on internationalizing and expanding the business. Under her leadership, her equity team consistently achieved top ratings in Institutional Investor and Extel surveys. Throughout her career, Ms. Klimova has been heavily involved in pitching and executing IPOs across various industries. She has advised major institutions on a wide range of topics related to Emerging Markets investing, from macroeconomic factors and regulations to individual stock selection. Based primarily in the United States, Ms. Klimova has cultivated strong relationships with an array of U.S. and global asset managers and hedge funds. Ms. Klimova graduated with honours from Moscow Technical University and has furthered her education with various economics and finance courses at the New York Institute of Finance. She has also completed a Corporate Director course at Harvard Business School and holds the Chartered Financial Analyst (CFA) designation. We believe Ms. Klimova is well-qualified to serve as an independent director given her extensive experience in banking, finance and investment. Family Relationships No family relationships exist between any of our directors or executive officers. 41 Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Number and Terms of Office of Officers and Directors Our Board of Directors consists of five (5) members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders. The term of office of the first class of directors, which consists of Mr. Foresman, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Ms. Klimova and Mr. Nelson, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Elkin and Mr. Vickers, will expire at the third annual general meeting. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors , rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles . Committees of the Board of Directors Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee . Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Audit Committee Our Board of Directors established the Audit Committee. Ms. Klimova and Messrs. Vickers and Nelson serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Ms. Klimova and Messrs. Vickers and Nelson are each independent. Mr. Nelson serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Nelson qualifies as an “audit committee financial expert” as defined in the applicable SEC rules. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; 42 ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee Our Board of Directors has established the Compensation Committee. The members of our Compensation Committee are Mr. Vickers and Mr. Foresman. Mr. Foresman serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Mr. Vickers and Mr. Foresman are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. 43 Trading Policies On December 10, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules stock exchange listing standards. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor , officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination , including the following payments, all of which, if made prior to the completion of our initial Business Combination , will be paid from funds held outside the Trust Account : ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor, pursuant to the IPO Promissory Note and organizational expenses; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $10,000 per month, pursuant to the Administrative Services Agreement; ● Payment of consulting, success or finder fees to our Sponsor, directors, officers, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; ● Repayment of Working Capital Loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units (and underlying securities) would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans; and ● Our independent directors have received, for their services as directors, an indirect interest in an aggregate of 250,000 Founder Shares through membership interests in our Sponsor. After the completion of our initial Business Combination , directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination . We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management . It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination , because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee or by a majority of the independent directors on our Board of Directors . We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination , although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination . The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business , but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination . We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 44 Compensation Recovery and Clawback Policy On September 8, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 30, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 23,437,500 Ordinary Shares, consisting of (i) 17,745,000 Class A Ordinary Shares and (ii) 5,692,500 Class B Ordinary Shares, issued and outstanding as of March 30, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Rights as these Rights are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned (2) Approximate Percentage of Class of Total Outstanding Ordinary Shares Twelve Seas Sponsor LLC (3) 300,000 1.69 % 5,692,500 100.00 % 25.57% Dimitri Elkin 300,000 1.69 % 5,692,500 100.00 % 25.57% Jonathan Morris — — — — Julian Vickers — — — — Bob Foresman — — — — Olga Klimova — — — — Greg Nelson — — — All officers and directors ass a group (6 persons) 300,000 1.69 % 5,692,500 100.00 % 25.57% Other 5% Shareholders Linden Parties (4) 900,000 5.1 % — — Tenor Parties (5) 800,000 5.2 % — — Entities affiliated with Adage (6) 1,350,000 7.61 % — — (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Twelve Seas Investment Company, 2685 Nottingham Avenue, Los Angeles, CA 90027. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. 45 (3) Twelve Seas Sponsor LLC, our Sponsor, is the record holder of 5,692,500 Ordinary Shares and 300,000 Private Placement Shares. Dimitri Elkin, currently our director 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. All of our officers, directors and our advisors are members of our Sponsor. Our independent directors will indirectly hold an aggregate of 250,000 Founder Shares through our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) According to a Schedule 13G filed with the SEC on December 19, 2025 by (i) Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), (ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”), (iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), and (iv) Siu Min (Joe) Wong, a citizen of Hong Kong and the United States (“Mr. Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden Parties”) in connection with the Public Shares held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. (5) According to a Schedule 13G filed with the SEC on December 19, 2025 by (i) Tenor Capital Management Company, L.P, a Delaware limited partnership (“Tenor Capital”), (ii) Tenor Opportunity Master Fund, Ltd. a Cayman Islands exempted company (the “Master Fund”) and (iii) Robin Shah, a citizen of the United States (“Mr. Shah”, and collectively with Tenor Capital and the Master Fund, the “Tenor Parties”). The Public Shares are held by the Master Fund and Tenor Capital serves as the investment manager to the Master Fund. Mr. Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Tenor Parties may be deemed to have shared voting and dispositive power with respect to the Public Shares owned directly by the Master Fund. The principal business address of each of the Tenor Parties is 810 Seventh Avenue, Suite 1905, New York, NY 10019. (6) According to a Schedule 13G filed with the SEC on February 12, 2026 by Adage Capital Management, L.P., Robert Atchinson and Phillip Gross. Adage Capital Management, L.P., a Delaware limited partnership (“ACM”), is the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), with respect to the Class A Ordinary Shares, directly held by ACP. The address of the principal business office of each of the Reporting Persons and Messrs. Atchinson and Gross is 200 Clarendon Street, 52nd Floor, Boston, MA 02116. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On December 4, 2024, our Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of our offering costs in the Initial Public Offering in exchange for 4,933,500 Founder Shares. In December 2024, we capitalized $75.90 standing to the credit of our share premium account and issued an additional 759,000 Founder Shares to our Sponsor in a share capitalization, resulting in our Sponsor holding an aggregate of 5,692,500 Founder Shares (up to 742,500 of which were subject to forfeiture depending on the extent to which the Over-Allotment Option was exercised). 46 The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 17,250,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares). Up to 742,500 of the Founder Shares were to be surrendered for no consideration depending on the extent to which the underwriters’ the Over-Allotment Option was exercised. On December 15, 2025, the Underwriters fully exercised their Over-Allotment Option and such 742,500 Founder Shares are no longer subject to forfeiture. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Unis Purchase Agreements, we completed the private sale of an aggregate of 495,000 Private Placement Units to our Sponsor and CCM in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $4,950,000. Of those 495,000 Private Placement Units, (i) the Sponsor purchased 300,000 Private Placement Units and (ii) CCM purchased 195,000 Private Placement Units The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except that so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and the underlying securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and (ii) will be entitled to registration. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. Commencing on December 11, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024, we incurred $7,000 and $0, respectively, in fees for these services, of which such amount is included in accrued expenses in the balance sheet of the financial statements included elsewhere this Report. Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $300,000 was fully repaid upon the consummation of our Initial Public Offering on December 15, 2025. No additional borrowing is available under the IPO Promissory Note. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024, we did not have any borrowings under any Working Capital Loans. We have until the end of the Combination Period to consummate an initial Business Combination, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to further extend the Combination Period. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, repayments of pursuant to the IPO Promissory Note issued to our Sponsor or repayments of any Working Capital Loans prior to our initial Business Combination, have been and will continue to be made using funds held outside the Trust Account. 47 After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. CCM may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, CCM may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquired Public Shares in, or acquire Public Shares after, the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Julian Vickers, Bob Foresman, Greg Nelson and Olga Klimova are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. 48 Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements for the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024 totaled approximately $120,640 and $11,440, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We paid $2,080 and $0, respectively, to Withum for tax services for the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the year ended December 31, 2025 and the period from August 14, 2024 (inception) through December 31, 2024. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 49 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year Ended December 31, 2025 and for the period from August 14, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ (Deficit) Equity for the year Ended December 31, 2025 and for the period from August 14, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year Ended December 31, 2025 and 2025 and for the period from August 14, 2024 (inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-19 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 50 TWELVE SEAS INVESTMENT COMPANY III INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 14, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2025 and for the Period from August 14, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from August 14, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-19 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders the Board of Directors of Twelve Seas Investment Company III Opinions on the Financial Statements We have audited the accompanying balance sheets of Twelve Seas Investment Company III (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit , and cash flows, for the year ended December 31, 2025 and for the period from August 14, 2024 (Inception) to December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Twelve Seas Investment Company III as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025, and the period from August 14, 2024 (Inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinions These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Twelve Seas Investment Company III in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Twelve Seas Investment Company III is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC PCAOB ID Number 100 We have served as the Company’s auditor since 2024. New York, New York March 30, 2026 F- 2 TWELVE SEAS INVESTMENT COMPANY III BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current assets Cash $ 693,507 $ 25,080 Prepaid expenses — 9,631 Due from Sponsor 34,258 — Prepaid insurance 75,000 — Total Current Assets 802,765 34,711 Deferred offering costs — 47,235 Long-term prepaid insurance 70,625 — Marketable securities held in Trust Account 172,766,306 — TOTAL ASSETS $ 173,639,696 $ 81,946 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 74,840 $ — Accrued offering costs 91,550 13,670 Due to Sponsor 7,000 — IPO Promissory Note — 60,500 Total current liabilities 173,390 74,170 Deferred Fee 6,900,000 — TOTAL LIABILITIES 7,073,390 74,170 Commitments (see Note 6) Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 17,250,000 shares and 0 shares issued and outstanding at redemption value of approximately $ 10.01 per share and $ 0 per share as of December 31, 2025 and 2024, respectively 172,766,306 — Shareholders’ (Deficit) Equity Preference Shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 495,000 and 0 shares issued and outstanding (excluding 17,250,000 and 0 shares subject to possible redemption) at December 31, 2025 and 2024, respectively 50 — Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,692,500 shares issued and outstanding at December 31, 2025 and 2024 (1) 569 569 Additional paid-in capital — 24,431 Accumulated deficit ( 6,200,619 ) ( 17,224 ) Total Shareholders’ (Deficit) Equity ( 6,200,000 ) 7,776 TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY $ 173,639,696 $ 81,946 (1) Includes up to 742,500 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result of, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture (see Note 7). The accompanying notes are an integral part of these financial statements. F- 3 TWELVE SEAS INVESTMENT COMPANY III STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from August 14, 2024 (inception) through December 31, 2024 General and administrative costs $ 229,278 $ 17,224 Loss from operations ( 229,278 ) ( 17,224 ) OTHER INCOME Dividends earned on marketable securities held in Trust Account 266,306 — Total other income 266,306 — NET INCOME (LOSS) $ 37,028 $ ( 17,224 ) Weighted average shares outstanding, Redeemable Class A Ordinary Shares 803,425 — Basic and Diluted and diluted net income per share, Redeemable Class A Ordinary Shares $ 0.01 $ — Weighted average shares outstanding, Non-redeemable Class A and Class B Ordinary Shares (1) 5,007,637 4,950,000 Basic net income (loss) per share, Non-redeemable Class A and Class B Ordinary Shares $ 0.01 $ ( 0.00 ) Weighted average shares outstanding, Non-redeemable Class A and Class B Ordinary Shares (1) 5,261,918 4,950,000 Diluted net income (loss) per share, Non-redeemable Class A and Class B Ordinary Shares $ 0.01 $ ( 0.00 ) (1) Includes up to 742,500 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result of, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture (see Note 7). The accompanying notes are an integral part of these financial statements. F- 4 TWELVE SEAS INVESTMENT COMPANY III STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM AUGUST 14, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder’s (Deficit) Shares Amount Shares Amount Capital Deficit Equity Balance — August 14, 2024 (Inception) — $ — — $ — $ — $ — $ — Issuance of Ordinary Shares to Sponsor (1) — 5,692,500 569 24,431 — 25,000 Net loss — — — — — ( 17,224 ) ( 17,224 ) Balance – December 31, 2024 — — 5,692,500 569 24,431 ( 17,224 ) 7,776 Accretion for Class A Ordinary Shares to redemption amount — — — — ( 7,349,741 ) ( 6,220,423 ) ( 13,570,164 ) Sale of 495,000 Private Placement Units 495,000 50 — — 4,949,950 — 4,950,000 Fair value of Rights included in Public Units — — — — 2,553,000 — 2,553,000 Allocated value of transaction costs to Rights and Private Placement Units — — — — ( 177,640 ) — ( 177,640 ) Net income — — — — — 37,028 37,028 Balance – December 31, 2025 495,000 $ 50 5,692,500 $ 569 $ — $ ( 6,200,619 ) $ ( 6,200,000 ) (1) Includes up to 742,500 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result of, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture (see Note 7). The accompanying notes are an integral part of these financial statements. F- 5 TWELVE SEAS INVESTMENT COMPANY III STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Period from August 14, 2024 (Inception) Through December 31, 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 37,028 $ ( 17,224 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Dividends earned on marketable securities held in Trust Account ( 266,306 ) — General and administrative costs paid by Sponsor under IPO Promissory Note – related party — 17,224 Payment of accrued expenses under IPO Promissory Note - related party 75,116 — Changes in operating assets and liabilities: — Due from Sponsor ( 34,258 ) — Prepaid insurance ( 145,625 ) — Accrued expenses 74,840 — Due to Sponsor 7,000 Net cash used in operating activities ( 252,205 ) — Cash Flows from Investing Activities: Investment of cash in Trust Account ( 172,500,000 ) — Net cash used in investing activities ( 172,500,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 169,050,000 — Proceeds from sale of Private Placement Units 4,950,000 — Proceeds from sale of Founder Shares — 25,000 Proceeds from IPO Promissory Note – related party 45,000 80 Repayment of IPO Promissory Note - related party ( 277,396 ) — Payment of offering costs ( 346,972 ) — Net cash provided by financing activities 173,420,632 25,080 Net Change in Cash 668,427 25,080 Cash – Beginning of period 25,080 — Cash – End of period $ 693,507 $ 25,080 Non-Cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 91,550 $ 13,670 Deferred offering costs paid by Sponsor under IPO Promissory Note – related party $ 96,780 $ 33,565 Prepaid expenses paid by Sponsor under IPO Promissory Note – related party $ — $ 9,631 Deferred Fee $ 6,900,000 $ — The accompanying notes are an integral part of these financial statements. F- 6 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Twelve Seas Investment Company III (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted company on August 14, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from August 14, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below) and subsequent to the Initial Public Offering, identifying a target company for and consummating a Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2025, as amended (File No. 333-286408) was declared effective on December 11, 2025 (the “IPO Registration Statement”). On December 15, 2025, the Company consummated the initial public offering of 17,250,000 units (the “Public Units”), which included the full exercise by the several underwriters of the Initial Public Offering (the “Underwriters”) of their over-allotment option (the “Over-Allotment Option”) in the amount of 2,250,000 units (the “Option Units”) at $ 10.00 per Public Unit, generating gross proceeds of $ 172,500,000 (the “Initial Public Offering”). Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (each, a “Class A Ordinary Share” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of the initial Business Combination (each a “Public Right”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 495,000 units (the “Private Placement Units” and, together with the Public Units, the “Units”) at a price of $ 10.00 per Private Placement Unit, in a private placement to (i) the Company’s Sponsor Twelve Seas Sponsor, LLC (the “Sponsor”) and (ii) Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the Underwriters (“CCM”), generating gross proceeds of $ 4,950,000 (the “Private Placement”). Of those 495,000 Private Placement Units, (x) the Sponsor purchased 300,000 Private Placement Units and CCM has purchased 195,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (each, a “Private Placement Share”) and one right to receive one tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination (each, a “Private Placement Right” and together with a Public Right, a “Right”). Transaction costs amounted to $ 10,928,498 , consisting of $ 3,450,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $ 6,900,000 , and $ 578,498 of other offering costs. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee). The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the Deferred Fee held and taxes payable on the income earned on the Trust Account, if any) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Following the closing of the Initial Public Offering, on December 15, 2025, an amount of $ 172,500,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and Private Placement, was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds are initially held in cash, including demand deposit accounts at a bank, or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by December 15, 2027, 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the holders of the Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was $ 10.01 per Public Share as of December 31, 2025. The Public Shares (as defined in Note 2) subject to possible redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor, officers and directors have entered into a letter agreement, dated December 11, 2025 (the “Letter Agreement”) with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had $ 693,507 cash and working capital surplus of $ 629,375 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans (see Note 5). In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 204-50, “Presentation of Financial Statements - Going Concern,” the Company’s management has since reevaluated the Company’s liquidity and financial condition, and determined that the Company still lacks the liquidity to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty with the Business Combination and with additional financing. There is no assurance that additional financing or the Company’s plans to complete the Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of Management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. F- 9 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 693,507 and $ 25,080 in cash and no cash equivalents as of December 31, 2025, and 2024. Marketable Securities Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 172,766,306 , were held in money market funds. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Accounting for Offering Costs”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to Public Shares were charged to temporary equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders’ equity as the Rights, after Management’s evaluated that the Public Rights and Private Placement Units should be accounted for under equity treatment. F- 10 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Rights The Company accounted for the Public Rights and Private Placement Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of Ordinary Shares, which are referred to as redeemable Class A Ordinary Shares and non-redeemable Class A and Class B Ordinary Shares. Net income (loss) is shared pro rata between the two classes of Ordinary Shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average Ordinary Shares outstanding for the respective period. The calculation of diluted income (loss) per Ordinary Share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the reporting periods was less than the exercise price and therefore, the inclusion of such Rights under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. F- 11 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2025 For the Period from August 14, 2024 (Inception) Through December 31, 2024 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic net income (loss) per Ordinary Share: Numerator: Allocation of net income (loss) $ 5,119 $ 31,909 $ — $ ( 17,224 ) Denominator: Basic weighted average Ordinary Shares outstanding 803,425 5,007,637 — 4,950,000 Basic net income (loss) per Ordinary Share $ 0.01 $ 0.01 $ — $ ( 0.00 ) For the Year Ended December 31, 2025 For the Period from August 14, 2024 (Inception) Through December 31, 2024 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Diluted net income (loss) per Ordinary Share: Numerator: Allocation of net income (loss) $ 4,905 $ 32,123 $ — $ ( 17,224 ) Denominator: Diluted weighted average Ordinary Shares outstanding 803,425 5,261,918 — 4,950,000 Diluted net income (loss) per Ordinary Share $ 0.01 $ 0.01 $ — $ ( 0.01 ) F- 12 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Class A Ordinary Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of Redeemable Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of Redeemable Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheets are reconciled in the following table: Gross proceeds from the Initial Public Offering $ 172,500,000 Less: Proceeds allocated to Public Rights ( 2,553,000 ) Public Shares issuance costs ( 10,750,858 ) Plus: Remeasurement of carrying value to redemption value 13,570,164 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 172,766,306 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. Note 3 — Initial Public Offering In the Initial Public Offering, the Company sold 17,250,000 Public Units at a purchase price of $ 10.00 per Public Unit, which includes the full exercise of the Over-Allotment Option in the amount of 2,250,000 Option Units. Each Public Unit consists of one Class A Ordinary Share and one Public Right. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and CCM purchased an aggregate of 495,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 4,950,000 in the aggregate. Of the 495,000 Private Placement Units, (i) the Sponsor purchased 300,000 Private Placement Units and (ii) CCM purchased 195,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share and one Private Placement Right. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. F- 13 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. Note 5 — Related Party Transactions Founder Shares On December 4, 2024, the Sponsor paid $ 25,000 , or approximately $ 0.005 per share, in exchange for the issuance of 4,933,500 Class B Ordinary Shares (such shares, the “Founder Shares”), to the Company. In December 2024, the Company issued an additional 759,000 Founder Shares to the Sponsor in a share capitalization, resulting in the Sponsor holding an aggregate of 5,692,500 Founder Shares. Up to 742,500 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option is exercised. On December 15, 2025, the underwriters exercised their Over-Allotment Option in full. As a result of the full exercise by the Underwriter the 742,500 Class B Ordinary Shares are no longer subject to forfeiture. On December 9, 2025, the Sponsor transferred an aggregate of 250,000 Founder Shares to the directors of the Company in exchange for their services through the Company’s initial Business Combination. The transfer of the Founder Shares to the directors fall within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 250,000 Founder Shares on December 9, 2025 was $ 370,750 or $ 1.48 per share. The Company established the initial fair value Founder Shares on December 9, 2025, the date of the grant agreement, using a calculation prepared by a third-party valuation team which takes into consideration a risk-free rate of 3.74 %, implied market adjustment of 15.1 %, and implied share price of $ 9.85 . The Founder Shares are subject to performance conditions (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the Founder Shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the Founder Shares. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Class A Ordinary Shares included in the Units, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors and have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemptions in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or Private Placement Shares if we fail to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from Public Shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles, and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend its constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 14 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 IPO Promissory Note — Related Party Prior to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The IPO Promissory Note was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. On December 15, 2025, the Company had $ 277,396 outstanding borrowed under the Note, which became due on demand. On December 19, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note and borrowings under the IPO Promissory Note are no longer available. Administrative Services Agreement Commencing on December 11, 2025, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 10,000 per month for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the year ended December 31, 2025, the Company incurred $ 7,000 of fees for these services pursuant to the Administrative Services Agreement and recorded it as Due to Sponsor on the accompanying balance sheet. For the period from August 14, 2024 (inception) through December 31, 2024, the Company did not incur any fees for these services. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay such Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $ 1,500,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exits with respect to such Working Capital Loans. As of December 31, 2025, and 2024, no such Working Capital Loans were outstanding. Note 6 — Commitments and Contingencies Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, , and Southwest Asia or other armed hostilities.. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. F- 15 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Registration Rights The holders of (i) Founder Shares, (ii) Private Placement Units (and their underlying securities), (iii) Units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and (iv) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the holders of the Founder Shares prior to our Initial Public Offering, including our Sponsor at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement dated December 11, 2025, which the Company entered into with the Sponsor, the Company’s officers and directors, and the other holders thereto. These holders are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. CCM may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, CCM may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any. The Underwriters fully exercised their Over-Allotment Option. The Underwriters were paid a cash underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering, or $ 3,450,000 , paid at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of 4.00 % of the gross proceeds of the Initial Public Offering, or $ 6,900,000 in the aggregate (the “Deferred Fee”), payable upon the closing of an initial Business Combination. However, such $ 0.40 per Public Unit shall be due solely on amounts remaining in the Trust Account upon consummation of the initial Business Combination following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination. Note 7 — Shareholders’ (Deficit) Equity Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, and 2024, there were 495,000 and no Class A Ordinary Shares issued and outstanding, excluding the 17,250,000 and 0 shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. On December 4, 2024, the Company issued 4,933,500 Class B Ordinary Shares to the Sponsor for $ 25,000 , or approximately $ 0.005 per share. On December 27, 2024, the Company issued an additional 759,000 Founder Shares to the Sponsor in a share capitalization. As of December 31, 2025, and 2024, there were 5,692,500 Class B ordinary shares issued and outstanding. Up to742,500 Class B Ordinary Shares were subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters as of December 31, 2024. On December 15, 2025, the Underwriters exercised their Over-Allotment Option in full, as a result, the 742,500 Class B Ordinary Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters’ Over-Allotment Option and excluding the securities underlying the Private Placement Units and the Class A Ordinary Shares underlying the Private Placement Rights issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent rights issued to our Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination or certain amendments to our Amended and Restated Articles prior to an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. F- 16 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Except as set forth below, holders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting (a “Special Resolution”), and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the Amended and Restated Articles or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. In the event the Company is not the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the one tenth (1/10) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, a shareholder of the Company must hold Rights in multiples of 10 in order to receive shares for all of his or her Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: F- 17 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Marketable securities held in Trust Account 1 $ 172,766,306 The fair value of the Public Rights issued in the Initial Public Offering is $ 2,553,000 , or $ 0.15 per Public Right. The fair value of Public Rights was determined using Monte Carlo Simulation Model. The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of Public Rights: December 15, 2025 Unit price $ 9.98 Share price $ 9.83 Market adjustment 15.0 % Note 9 — Segment Reporting ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment. F- 18 TWELVE SEAS INVESTMENT COMPANY III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment profit or loss is net income or loss as shown on the statement of operations. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: December 31, 2025 Cash $ 693,507 Marketable securities held in Trust Account $ 172,766,306 For the Year Ended December 31, 2025 For the Period from August 14, 2024 (inception) through December 31, 2024 General and administrative costs $ 229,278 $ 17,224 Dividends earned on marketable securities held in Trust Account $ 266,306 $ — Net income (loss) $ 37,028 $ ( 17,224 ) General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews dividends earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 30, 2026, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19 EXHIBIT INDEX No. Description of Exhibit 1 Underwriting Agreement, dated December 11, 2025, by and between the Company and CCM, as representative of the several Underwriters. (2) 3 Form of Amended and Restated Memorandum and Articles of Association. (2) 4.1 Form of Specimen Unit Certificate. (1) 4.2 Form of Specimen Class A Ordinary Share Certificate. (1) 4.3 Form of Specimen Share Right Certificate. (1) 4.4 Share Right Agreement, dated December 11, 2025, by and between the Company and Continental. (2) 4.5 Description of Registered Securities.* 10.1 Promissory Note, dated December 4, 2024 issued by the Company to the Sponsor. (1) 10.2 Securities Subscription Agreement, dated December 4, 2024, by and between the Company and the Sponsor. (1) 10.3 Investment Management Trust Agreement, dated December 11, 2025, by and between the Company and Continental Stock Transfer & Trust Company. (2) 10.4 Registration Rights Agreement, dated December 11, 2025, by and among the Company, the Sponsor and CCM, as representative of the several underwriters. (2) 10.5 Private Placement Units Purchase Agreement, dated December 11, 2025, by and between the Company and the Sponsor. (2) 10.6 Private Placement Units Purchase Agreement, dated December 11, 2025, by and between the Company and CCM. (2) 10.7 Letter Agreement, dated December 11, 2025, by and among the Company, Sponsor and each of the officers and directors of the Company. (2) 10.8 Administrative Services Agreement, dated December 11, 2025, by and between the Company and Twelve Seas Capital Inc. (2) 10.9 Form of Indemnity Agreement. (2). 14 Code of Business Conduct and Ethics, adopted September 8, 2025.* 19 Insider Trading Policies and Procedures, adopted December 10, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Executive Compensation Clawback Policy, adopted September 8, 2025.* 99.1 Audit Committee Charter. (1) 99.2 Compensation Committee Charter. (1) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to Amendment No. 4 the Company’s Registration Statement on Form S-1/A (File No. 333-286408), filed with the SEC on November 21, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 15, 2025. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 30, 2026 Twelve Seas Investment Company III By: /s/ Dimitri Elkin Name: Dimitri Elkin Title: (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Dimitri Elkin Chief Executive Officer and Director March 30, 2026 Dimitri Elkin (Principal Executive Officer) /s/ Jonathan Morris Chief Financial Officer March 30, 2026 Jonathan Morris (Principal Financial and Accounting Officer) /s/ Julian Vickers Chairman of the Board March 30, 2026 Julian Vickers /s/ Bob Foresman Director March 30, 2026 Bob Foresman /s/ Olga Klimova Director March 30, 2026 Olga Klimova /s/ Greg Nelson Director March 30, 2026 Greg Nelson 52