Twelve Seas Investment Co III/Cayman

Code

P

Shares

300,000

Price

$10.00

Footnotes

4

Reflects the 300,000 Class A ordinary shares of Twelve Seas Investment Company III (the "Issuer") that are included in the 300,000 private placement units of the Issuer purchased by Twelve Seas Sponsor LLC ("Sponsor") on December 15, 2025. Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, as described in the registration statement on Form S-1 (File No. 333-286408). Twelve Seas Sponsor LLC is the record holder of such shares. Dimitri Elkin, one of our directors 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. Represents the 30,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 300,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights. Represents (i) the 300,000 rights referred to in footnotes 1 and 3 and (ii) 5,692,500 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.