Crystal Lagoons U.S. Corp. entered into an agreement and plan of merger to acquire Twelve Seas Investment Company II from Twelve Seas Sponsor II LLC and others for approximately $380 million in a reverse merger transaction.
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.