Twelve Seas Investment II : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 27, 2024, Twelve Seas Investment Company II, a Delaware corporation (the "Company"), received a notice (the "First Notice") from the staff (the "Staff") of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company had failed to comply with Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement.

On April 26, 2024, the Company received a notice (the "Second Notice", together with the First Notice, the "Notices") from the Staff, dated April 23, 2024, as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K"). The Notice advised the Company that it was not in compliance with Nasdaq's continued listing requirements under the timely filing criteria established in Nasdaq Listing Rule 5250(c)(1).

As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the "SEC") on April 2, 2024, the Company was unable to file its 2023 Form 10-K within the prescribed time period without unreasonable effort or expense. The extension period provided under SEC Rule 12b-25 expired on April 16, 2024. The Company is working diligently to complete the necessary work to finalize and file the 2023 Form 10-K as soon as practicable.

The Company, as permitted, timely requested a hearing before the Nasdaq Hearings Panel (the "Panel") and presented their views on both Notices at the hearings conference on May 2, 2024.

On May 15, 2024, the Company received a decision (the "Decision") from the Panel granting the Company's request for an exception until August 26, 2024 and continued listing on the Nasdaq Capital Market, subject to certain conditions. The Company is evaluating options consistent with its intention of meeting the requirements of the Decision. However, there can be no assurance that the Company will be able to regain compliance under either Nasdaq Listing Rules IM-5101-2 or 5250(c)(1), or will otherwise be in compliance with other Nasdaq listing criteria. If the trading of the Company's securities is suspended, the Company's securities will cease to be quoted on Nasdaq and may be traded on the over-the-counter market.