Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related


           Audit Report or Completed Interim Review.

On March 9, 2022, the audit committee of the board of directors (the "Audit Committee") of Twelve Seas Investment Company II (the "Company") concluded that due to a reclassification of the Company's temporary and permanent equity, the Company's previously issued (i) audited balance sheet as of March 2, 2021 included in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on March 8, 2021 (the "Audited Balance Sheet"), (ii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 22, 2021, (iii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (iv) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 ((ii) through (iv) collectively, the "Affected Periods"), should no longer be relied upon. Since the Company's initial public offering ("IPO"), the Company has considered its Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Upon further analysis, the Company's management has determined that the Class A common stock issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company's control. Therefore, the Company's management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value.

The Company does not expect that any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

As such, the Company plans to restate (i) its financial statements for the Affected Periods in the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the "Q3 Form 10-Q/A") and (ii) the Audited Balance Sheet in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, each to be filed with the SEC.

The Company's management has concluded that in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company's independent registered public accounting firm.

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