Twelve Seas Investment Co III-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or Commission File Number:001-43011 Twelve Seas Investment Company III(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ As of August 17, 2026, there were 17,745,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,692,500 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. TWELVE SEAS INVESTMENT COMPANY III FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATIONItem 1.Financial Statements.1Condensed Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months EndedJune 30, 2026 and 20253Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 20254Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.18Item 3.Quantitative and Qualitative Disclosures About Market Risk.23Item 4.Controls and Procedures.23PART II – OTHER INFORMATIONItem 1.Legal Proceedings.24Item 1A.Risk Factors.24Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.24Item 3.Defaults Upon Senior Securities.24Item 4.Mine Safety Disclosures.24Item 5.Other Information.24Item 6.Exhibits.25SIGNATURES26 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed withthe SEC (as defined below) on March 31, 2026;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated December 11, 2025, whichwe entered into with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association,ascurrently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“Audit Committee” are to the audit committee of our Board of Directors (as defined below);●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“CCM” are to the Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) toDecember 15, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial BusinessCombination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to anamendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock excha