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Twelve Seas Investment Company II *

Twelve Seas Investment Company II *

Feb 1, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Crystal Lagoons U.S. Corp.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Twelve Seas Investment Company II proposes to combine with Crystal Lagoons U.S. Corp.

  • Crystal Lagoons is a U.S. company with offices and locations worldwide that has developed and patented state-of-the-art technology that allows crystalline lagoons of unlimited sizes to be built and maintained at low costs, offering an idyllic beach lifestyle anywhere in the world.

EXTENSION – 6/5/24 – LINK

  • The SPAC approved the extension from June 2, 2024 to December 2, 2024.
    • 557,090 shares were redeemed.
    • $0.03/per month will be deposited into the trust account.

SUBSEQUENT EVENT – 2/14/24 – LINK

  • The number of Founder Shares the Sponsor agreed to forfeit was reduced from 6,625,000 to 6,170,000.

TRANSACTION

  • The aggregate consideration payable to the holders of Crystal Lagoons will consist of 35,000,000 shares of New Purchaser Common Stock valued at $10.00.

SPAC FUNDING

  • Twelve Seas II may, but shall not be required to, enter into and consummate additional subscription agreements relating to a private equity investment in Twelve Seas II to purchase shares of New Purchaser Common Stock in connection with a private placement, and/or enter into forward purchase agreements or backstop agreements with potential investors.

EARNOUT

  • Company:
    • Crystal Lagoons Stockholders will also have a contingent right to receive up to an additional 1,225,000 shares of New Purchaser Common Stock after the Closing based on the price performance of the New Purchaser Common Stock during specified periods of time following the Closing.
    • The Earnout Shares shall be earned and payable during the Earnout Period as follows:
      • If the VWAP of New Purchaser Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30-trading-day period during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, Twelve Seas II shall issue to the Crystal Lagoons Stockholders an aggregate of 612,500 Earnout Shares; and
      • If the VWAP of New Purchaser Common Stock equals or exceeds $17.50 per share for any 20 trading days within any 30-trading-day period during the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date, Twelve Seas II shall issue to the Crystal Lagoons Stockholders an aggregate of 612,500 Earnout Shares.
  • Sponsor Forfeiture:
    • The Sponsor also agreed to forfeit 6,625,000 shares of Twelve Seas II Class A common stock.
  • Sponsor:
    • The Sponsor also agreed that in the event that Crystal Lagoons commences a tender offer for the outstanding Twelve Seas II public warrants (a “Warrant Reduction Transaction”), the Sponsor shall be responsible for 50% of (i) the cash or equity consideration paid in connection with such Warrant Reduction Transaction and (ii) any costs and fees directly related thereto, up to a maximum of $2,000,000 (the “Sponsor Warrant Reduction Costs”) and shall, in satisfaction of such obligation, transfer to Twelve Seas II for cancellation a number of shares of Twelve Seas II Class A common stock (not to exceed 200,000 shares) equal to (x) the amount of the Sponsor Warrant Reduction Costs divided by (y) $10.00 (such shares, the “Contributed Shares”).
    • In the event that the Warrant Reduction Transaction results in a tender of outstanding Twelve Seas II public warrants greater than 50% of the number of then outstanding public warrants of Twelve Seas II, the Sponsor shall be entitled to earn a number of newly issued shares of Purchaser Common Stock or New Purchaser Common Stock equal to 50% of the number of Contributed Shares that were canceled (such shares, the “Sponsor Earnout Shares”).
    • The Sponsor Earnout Shares shall be deemed earned and shall be issued to the Sponsor at the same time and based on, and subject to, the same terms and conditions as the Earnout Shares Consideration are earned and issued to Crystal Lagoons Stockholders.

LOCK-UP

  • Company:
    • Crystal Lagoons Stockholders will agree not to transfer its shares of New Purchaser Common Stock for a period of time commencing on the date of the Closing and ending 180 days after the date of the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Twelve Seas II shareholder approval
  • Twelve Seas II shall have net tangible assets of at least $5,000,001

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Twelve Seas II or Crystal Lagoons if any of the conditions to Closing have not been satisfied or waived by May 31, 2024 (the “Outside Date“).

ADVISORS

  • Company Advisors:
    • EarlyBirdCapital is acting as financial advisor and capital markets advisor
    • Greenberg Traurig, LLP is acting as legal counsel
  • SPAC Advisors:
    • Ellenoff Grossman & Schole LLP is acting as legal counsel

EXTENSION – 12/1/23 – LINK

  • The SPAC approved the extension from December 2, 2023 to June 2, 2024.
    • 1,859,153 shares were redeemed.
    • $0.025/per month will be deposited into the trust account.

EXTENSION – 12/22/22 – LINK

  • The SPAC approved the extension from March 2, 2023 to December 2, 2023.
    • 31,291,466 shares were redeemed.
    • $100K/per month will be deposited into the trust account.

MANAGEMENT & BOARD

Executive Officers

Dimitri Elkin
Chief Executive Officer and Director

From December 2017 until December 2019, he served as Chief Exectuve Officer of Twelve Seas Investment Company. Since April 2013, Mr. Elkin has been a Founding Partner of Twelve Seas Limited. 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, Imperial Porcelain Company, Russian Alcohol, and Twelve Seas Investment Company. Mr. Elkin graduated from Moscow State University and received an MBA from Harvard Business School.

Jonathan Morris
Chief Financial Officer and Director

Mr. Morris has over 23 years of experience as a finance executive as a principal, operator and advisor. 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 currently serves as Chief Development Officer of TLG Acqusition One Corp and as CFO 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.

Board of Directors

Neil Richardson
Chairman Nominee

From December 2017 until December 2019, he served as Chairman of Twelve Seas Investment Company. Since January 2012, Mr. Richardson has been the Chairman of North Sea Capital, an independent family office involved in private equity and other investments. From 2004 to 2012, Mr. Richardson was a Founding Partner for Lion Capital, a London-based private equity firm specializing in consumer industry investments globally. From 1994 to 2004, Mr. Richardson was with Kohlberg Kravis Roberts & Co, a leading global private equity firm, where he was a General Partner. From 1986 to 1994, Mr. Richardson was a Managing Director with Credit Suisse First Boston, an investment banking firm. From 1980 to 1986, Mr. Richardson was a manager with Bain & Company, a consulting firm. Mr. Richardson previously served as director of multiple corporate entities including Newsquest, Wincorp Nixdorf, Tenovis, Aurum, American Apparel and Twelve Seas Investment Company. Mr. Richardson is an investor in Twelve Seas Limited, a private equity advisory company, and currently serves as a director of that company. Mr. Richardson graduated from Oxford University.

Anthony Steains
Director Nominee

Mr. Steains has over 25 years of investment banking experience. Mr. Steains is the founder of Comprador Limited, a Hong Kong based corporate finance advisory firm specializing in complex cross-border mergers & acquisitions and corporate restructurings, and has served as Chairman and CEO since April 2015, following the transfer of Blackstone’s (NYSE: BX) Asia M&A advisory business to Comprador Limited. Prior to founding Comprador, Mr. Steains was a Senior Managing Director for Blackstone and established Blackstone Advisory Partners in 2008. Prior to Blackstone, Mr. Steains was Head of the Asia Corporate Finance Group at Lehman Brothers and was formerly Head of Merger & Acquisitions for Deutsche Bank in Asia. Prior to Deutsche Bank, Mr. Steains served as Head of Mergers & Acquisitions in Asia for ING Barings. Mr. Steains is the Senior Independent Director of Capital & Counties Properties PLC (LON: CAPC), a United Kingdom-based property investment and development company. Mr. Steains received a Bachelor of Business from the Royal Melbourne Institute of Technology and a Bachelor of Laws (Hons) from the University of London.

TBD
Director Nominee

 

 

 

ByKristi Marvin