Twelve Seas Investment : PRER14A Filing

As filed with the Securities and Exchange Commission on November 5, 2019

Registration No.333-233964

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

Amendment No. 1

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________

BROOGE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Its Charter)

_______________

Cayman Islands		6770		Not Applicable
(State or Other Jurisdiction of		(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)		Classification Code Number)	Identification Number)
	c/o Twelve Seas Investment Company
		135 East 57thStreet, 18thFloor
		New York, NY 10022
	[phone]

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19715

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________

	Copies to:
Stuart Neuhauser, Esq.	Michael Johns	Robert Matlin, Esq.
Douglas Ellenoff, Esq.	Michael Lockwood	Russell E. Deutsch, Esq.
Benjamin S. Reichel, Esq.	Maples and Calder	K&L Gates LLP
Ellenoff Grossman & Schole LLP	PO Box 309, Ugland House	599 Lexington Avenue
1345 Avenue of the Americas	Grand Cayman	New York, New York 10022
New York, New York 10105-0302	KY1-1104	[phone]
[phone]	Cayman Islands
	[phone]
	_______________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i)(Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d)(Cross-BorderThird-Party Tender Offer) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

						Proposed			Proposed
						Maximum			Maximum
						Offering			Aggregate		Amount of
			Amount to be			Price Per			Offering		Registration
Title of each Class of Security to be registered		Registered(1)			Security(2)			Price(2)			Fee
Ordinary Shares(3)(7). . . . . . . . . . . . . . . . . . . . . . .	26,779,000	$	10.22	$	273,681,380		$	33,170.20
Warrants(4)(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21,229,000	$	0.26	$	5,519,540		$	668.97
Ordinary Shares issuable on exercise of
Warrants(5)(7). . . . . . . . . . . . . . . . . . . . . . . . . . .	21,229,000	$	11.50	$	(8)		0
Ordinary Shares issuable on exchange of
Rights(6)(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2,122,900	$	10.22	$	21,696,038		$	2,629.56
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	71,359,900								$	36,468.73(9)

1. All securities being registered will be issued by Brooge Holdings Limited, a Cayman Islands exempted company ("Pubco"). In connection with the Business Combination described in the enclosed proxy statement/prospectus, (a) Brooge Merger Sub Limited ("Merger Sub"), a newly incorporated Cayman Islands exempted company and a subsidiary of Pubco, will be merged with Twelve Seas Investment Company, a publicly traded Cayman Islands exempted company ("Twelve Seas"), and all of the outstanding ordinary shares, Warrants and Rights of Twelve Seas will be converted into securities of Pubco, and
   (b) the existing shareholder of Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE ("BPGIC"), will exchange 100% of the outstanding ordinary shares of BPGIC for Ordinary Shares of Pubco.
2. Based on the market prices on September 19, 2019 of the ordinary shares, Warrants and Rights of Twelve Seas (the company to which the Registrant will succeed after the transactions described in this registration statement and the enclosed proxy statement/prospectus).
3. Consists of Ordinary Shares issuable in exchange for outstanding ordinary shares, par value $.0001 per share, of Twelve Seas, including ordinary shares included in outstanding Units of Twelve Seas, each Unit consisting of one ordinary share, one Warrant to purchase one ordinary share and one Right entitling the holder to receiveone-tenth (1/10) of one ordinary share, and 375,000 ordinary shares issued to EarlyBirdCapital, Inc. Upon the Business Combination described in this registration statement and the enclosed proxy statement/prospectus, all Units will be separated into their component securities, and all Rights will be exchanged for Ordinary Shares of Pubco.
4. Consists of warrants issuable in exchange for outstanding Warrants of Twelve Seas, including Warrants included in outstanding Units of Twelve Seas, which includes Warrants included in outstanding Units purchased by the founders of Twelve Seas ("Founders").
5. Consists of Ordinary Shares issuable upon exercise of warrants. Each warrant will entitle the warrant holder to purchase one Ordinary Share at a price of $11.50 per share (subject to adjustment).
6. Consists of Ordinary Shares issuable pursuant to the mandatory exchange of Rights upon the effectiveness of the Business Combination described in this registration statement and the enclosed proxy statement/prospectus, including Rights included in outstanding Units of Twelve Seas, and Rights included in outstanding Units purchased by the Founders. The Registrant will not receive any consideration in connection with such exchange.
7. Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
8. No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
9. Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2019

TWELVE SEAS INVESTMENT COMPANY

135 East 57thStreet, 18thFloor

New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [

], 2019

TO THE SHAREHOLDERS OF TWELVE SEAS INVESTMENT COMPANY:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Twelve Seas Investment Company, a Cayman

Islands exempted company ("Twelve Seas"), will be held at 10:00 a.m. Eastern Time, on [ ], 2019, at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11thFloor, New York, NY 10105. You are cordially invited to attend the meeting, which will be held for the following purposes:

1. to consider and vote upon a proposal to approve the Business Combination Agreement, dated as of April 15, 2019 (the "Business Combination Agreement"), by and among Twelve Seas, Brooge Holdings Limited, a Cayman Islands exempted company ("Pubco"), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco ("Merger Sub"), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE ("BPGIC") and the shareholder of BPGIC who has become a party thereto (the "Seller"), which, among other things, provides for (a) the Merger of Twelve Seas with Merger Sub, with Twelve Seas surviving the Merger and the shareholders of Twelve Seas becoming shareholders of Pubco, which will become a new public company, and (b) upon the effectiveness of such Merger, the exchange of 100% of the outstanding ordinary shares of BPGIC by the shareholder of BPGIC for Ordinary Shares of Pubco and (c) adoption of the amended and restated memorandum and articles of association, and to approve the Business Combination contemplated by such agreement - we refer to this proposal as the "Business Combination Proposal" and a copy of the Business Combination Agreement and a copy of the amended and restated memorandum and articles of association of Pubco are attached to the accompanying proxy statement/prospectus asAnnex Aand Annex B, respectively;
2. to consider and vote upon a proposal to approve the Merger of Twelve Seas with Merger Sub - we refer to this proposal as the "Merger Proposal";
3. to approve, for purposes of complying with applicable NASDAQ Stock Market LLC listing rules, the issuance of more than 20% of Twelve Seas' issued and outstanding ordinary shares in financing transactions in connection with the proposed Business Combination - we refer to this as the "Share Issuance Proposal"; and
4. to consider and vote upon a proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, Twelve Seas is not authorized to consummate the Business Combination - we refer to this proposal as the "Adjournment Proposal."

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Twelve Seas ordinary shares at the close of business on

• ]. 2019 are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments of the meeting.

After careful consideration, Twelve Seas' board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of Twelve Seas and its shareholders and unanimously recommends that you vote or give instruction to vote "FOR" the Business Combination Proposal, "FOR" the Merger Proposal, "FOR" the Share Issuance Proposal and "FOR" the Adjournment Proposal, if presented.

Under the Business Combination Agreement, the approvals of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal or the

Merger Proposal are not approved by Twelve Seas' shareholders, the Business Combination will not be consummated. The approval of the Business Combination Proposal is a condition to the submission of the other proposals included herein for shareholder approval.

All Twelve Seas shareholders are cordially invited to attend the meeting in person. To ensure your representation at the meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of ordinary shares of Twelve Seas, you may also cast your vote in person at the meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the Business Combination Proposal, the Merger Proposal, or the Share Issuance Proposal.

A complete list of Twelve Seas shareholders of record entitled to vote at the special meeting will be available for ten

1. days before the meeting at the principal executive offices of Twelve Seas for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

____________________________

Neil Richardson

Chairman

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT TWELVE SEAS CONVERT YOUR SHARES INTO

CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON [ ], 2019 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) (i) CHECKING THE BOX ON THE PROXY CARD, OR (ii) DELIVERING A CONVERSION NOTICE TO TWELVE SEAS' TRANSFER AGENT AND

1. TENDERING YOUR STOCK TO TWELVE SEAS' TRANSFER AGENT. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN "STREET NAME", YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE "EXTRAORDINARY GENERAL MEETING OF TWELVE SEAS SHAREHOLDERS - REDEMPTION RIGHTS" FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated ________, 2019 and is first being mailed to Twelve Seas Investment Company

shareholders on or about ________, 2019.

not issue these securities until the registration statement filed	is declared effective. This proxy statement/prospectus does not	state where the offer or sale is not permitted.
The information in this proxy statement/prospectus is not complete and may be changed. We may	with the Securities and Exchange Commissions, of which this proxy statement/prospectus is a part,	constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2019

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

TWELVE SEAS INVESTMENT COMPANY

PROSPECTUS FOR UP TO 28,901,900 ORDINARY SHARES, 21,229,000 WARRANTS AND 21,229,000

ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF

BROOGE HOLDINGS LIMITED

The board of directors of Twelve Seas Investment Company, a Cayman Islands exempted company ("Twelve Seas") has unanimously approved the Business Combination Agreement, dated as of April 15, 2019 (the "Business Combination Agreement"), by and among Twelve Seas, Brooge Holdings Limited, a Cayman Islands exempted company ("Pubco"), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco ("Merger Sub"), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE ("BPGIC") and the shareholder of BPGIC who has become a party thereto (the "Seller"), which, among other things, provides for (i) the Merger of Merger Sub with Twelve Seas, with Twelve Seas surviving the Merger and the security holders of Twelve Seas becoming security holders of Pubco, (ii) upon the effectiveness of such Merger, the exchange of 100% of the outstanding ordinary shares of BPGIC by the Seller for Ordinary Shares of Pubco (collectively, the "Business Combination") and (iii) the adoption of Pubco's amended and restated memorandum and articles of association. As a result of and upon consummation of the Business Combination, each of Twelve Seas and BPGIC will become a wholly owned subsidiary of Pubco, as described in this proxy statement/prospectus and Pubco will become a new public company owned by the prior shareholders of Twelve Seas and the prior shareholder of BPGIC.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each outstanding ordinary share of Twelve Seas will be converted into one Ordinary Share of Pubco, (ii) each outstanding Warrant of Twelve Seas will be converted into one warrant of Pubco that entitles the holder thereof to purchase one Ordinary Share of Pubco in lieu of one ordinary share of Twelve Seas and otherwise upon substantially the same terms and conditions, and (iii) each outstanding Right of Twelve Seas will be exchanged for one-tenth of an Ordinary Share of Pubco. Accordingly, this proxy statement/prospectus covers the issuance by Pubco of an aggregate of 28,901,900 Ordinary Shares, 21,229,000 warrants and 21,229,000 Ordinary Shares issuable upon exercise of warrants.

As a result of the Business Combination, Pubco will become a new public company and each of Twelve Seas and BPGIC will become a wholly-owned subsidiary of Pubco. The former security holders of Twelve Seas and BPGIC will become security holders of Pubco. As a result of the Business Combination, assuming that no shareholders of Twelve Seas elect to convert their Public Shares into cash in connection therewith as permitted by Twelve Seas' amended and restated memorandum and articles of association, $150 million of additional private investment in Pubco at $10 per Pubco Ordinary Share as contemplated in the Combined Pro Forma Financials, and the Seller does not elect to receive any portion of the consideration in cash, the Seller, the private investors in Pubco, and the former Twelve Seas shareholders will own approximately 70.0%, 10.5% and 19.5%, respectively, of the Ordinary Shares of Pubco to be outstanding immediately after the Business Combination; provided that such numbers also include 1.1% of the Pubco Ordinary Shares otherwise issuable to the Initial Shareholders (as defined below) of Twelve Seas, which will be held in escrow and subject to forfeiture until Pubco satisfies certain milestones, and 14.0% of the Pubco Ordinary Shares otherwise issuable to the Seller at the Closing of the Business Combination, which will be held in escrow and subject to forfeiture until Pubco satisfies certain milestones (the "Escrow Shares"). If

20.1 million Twelve Seas Public Shares (the maximum number of Twelve Seas Public Shares that can be redeemed, such that at least $5,000,001 is available from the trust account after giving effect to payments that Twelve Seas would be required to make to converting shareholders which meets the net tangible assets requirement in order to consummate the Business Combination) are converted into cash, such percentages will be approximately 81.4%, 12.2% and 6.4%, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be

presented at the Extraordinary General Meeting of Twelve Seas scheduled to be held on [

], 2019.

Twelve Seas' Units, ordinary shares, Warrants and Rights are currently listed on The NASDAQ Capital Market under the symbols "BROGU," "BROG," "BROGW" and "BROGR," respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its Ordinary Shares and warrants on NASDAQ under the same symbols, "BROG" and "BROGW," respectively. Pubco will not have units or rights traded following consummation of the Business Combination.

Each of Twelve Seas and Pubco is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Twelve Seas. We encourage you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in "Risk Factors."

These securities have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated _____, 2019, and is first being mailed to Twelve Seas security holders on or about _______,

2019.