Crystal Lagoons U.S. Corp. entered into an agreement and plan of merger to acquire Twelve Seas Investment Company II (NasdaqCM:TWLV) from Twelve Seas Sponsor II LLC and others for approximately $380 million in a reverse merger transaction on December 22, 2023. The aggregate consideration payable to the holders of Crystal Lagoons common stock will consist of 35,000,000 shares of Twelve Seas Investment Company II (Twelve Seas II) common stock. In addition, Crystal Lagoons stockholders will also have a contingent right to receive up to an additional 1,225,000 shares of Twelve Seas II common stock after the closing based on the price performance of Twelve Seas II common stock during specified periods of time following the closing. Following the Business Combination, Twelve Seas II will change its name to a name selected by Crystal Lagoons. Effective as of the Closing, Twelve Seas II?s board of directors will consist of six directors, including (i) four directors designated by Crystal Lagoons prior to the closing, one of which shall be Fernando Fischmann Torres, who shall act as the Chairman of the board of directors and shall be a Class III director and (ii) two directors designated by Twelve Seas II prior to the closing, one of which shall be Allen R. Weiss. The merger agreement may be terminated under certain customary and limited circumstances at any time prior to the closing if any of the conditions to closing have not been satisfied or waived by May 31, 2024. In the event that there is a valid and effective termination of the agreement by Crystal Lagoons, then Crystal Lagoons shall, within 30 days after such termination, pay to Twelve Seas II a termination fee in an aggregate amount of $1,500,000.

The closing of the merger agreement is subject to approval of the transaction by the stockholders of Twelve Seas II and Crystal Lagoons; any waiting period applicable to consummation of the transaction under any antitrust laws shall have expired or been terminated; approvals of, or completion of any filings required to be made with, any governmental authorities; no law or order preventing the Business Combination; Twelve Seas II shall have net tangible assets of at least $5,000,001; the shares of Twelve Seas II to be issued in connection with the transaction shall have been approved for listing on the Nasdaq or the New York Stock Exchange; the Proxy Statement having cleared comments by the SEC; at least $5,000,000 in cash funded to Crystal Lagoons? balance sheet after the payment, deferred underwriting fees waiver delivered by Twelve Seas II; closing deliveries including registration rights agreement, definitive credit agreement, Lock-Up agreement, Employment agreements and Officer certificate. Crystal Lagoons shall have received written resignations, effective as of the closing, of each of the officers and directors of the Twelve Seas II, as required. The agreement has been approved by the board of directors of Crystal Lagoons and Twelve Seas II. EarlyBirdCapital is acting as financial advisor and capital markets advisor to Crystal Lagoons. Erika Litvak, Jaret Davis, Alan Annex and Adam Namoury of Greenberg Traurig, LLP is acting as legal counsel to Crystal Lagoons. Barry I. Grossman of Ellenoff Grossman & Schole LLP is acting as legal counsel to Twelve Seas II. Continental Stock Transfer & Trust Company acted as transfer agent to Twelve Seas II.