October 24, 2019

Meclomen Maramot
Chief Executive Officer
Brooge Holdings Ltd
c/o Twelve Seas Investment Company
135 East 57th Street, 18th Floor
New York, NY 10022

       Re: Brooge Holdings Ltd
           Registration Statement on Form F-4
           Filed September 27, 2019
           File No. 333-233964

Dear Ms. Maramot:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form F-4 filed September 27, 2019

Industry and Market Data, page ii

1.     You disclose that the IHS Markit materials "were commissioned by BPGIC
and/or an
       affiliate of BPGIC." Accordingly, please file a consent as an exhibit to
the registration
       statement pursuant to Rule 436 of Regulation C and Section 7 of the
Securities Act. Also,
       please provide us with a copy of the materials.
Background of the Business Combination, page 80

2.     In the discussion of the October 15, 2018 meeting of Mr .Edwards with a
representative of
       RBC, please clarify why RBC believed BPGIC satisfied Twelve Seas'
desired company
       profile for a target.
 Meclomen Maramot
FirstName LastNameMeclomen Maramot
Brooge Holdings Ltd
Comapany NameBrooge Holdings Ltd
October 24, 2019
Page 2
October 24, 2019 Page 2
FirstName LastName
3.       Revise to enhance your discussion of the valuation process. For
example, with regard to
         the December 8, 2018 valuation, please quantify and explain how RBC
determined this
         initial preliminary evaluation. Similarly, explain what factors the
company considered in
         ultimately deciding to present a revised offer to BPGIC with an
increased valuation on
         March 7, 2019, and quantify the increased valuation.
4.       After Twelve Seas presented a revised letter of intent on March 13,
2019, you disclose
         various further negotiations up until the time the Twelve Seas board
of directors approved
         an updated version of the Business Combination agreement with revised
deal terms on
         April 12, 2019. Please disclose the material changes to the deal terms
that the Twelve
         Seas board ultimately approved on April 12, 2019.
5.       At page 83, you indicate that "a senior manager of BPGIC sent Mr.
Cannon a five-year
         financial forecast for BPGIC" on April 7, 2019. Please expand the
disclosure at page 85
         to present the material projections for the entire five-year period.
Certain U.S. Federal Income Tax Considerations, page 90

6.       At page 99, you state that "disclosure in this section, in so far as
it relates to matters of
         U.S. federal income tax law, constitutes the opinion of Ellenoff
Grossman & Schole
         LLP." At page 92, you state that the merger and share exchange is
"intended" to qualify as
         an exchange described in Section 351 of the Code; however, "there can
be no assurance"
         that the IRS will not successfully challenge this position. You
further state that the
         exchange would then be taxable and that there would be materially
different
         consequences. Please ask counsel to provide, or to explain why it
cannot provide, a "will"
         opinion. In that case, ask counsel to describe the degree of
uncertainty in the opinion.
         Lastly, the company may state which position it intends to take if
challenged by the IRS.
         See Section III.C.4 of Staff Legal Bulletin 19 (October 14, 2011).
Unaudited Pro Forma Combined Financial Information, page 101

7.       We note that Scenario 4 depicts the maximum redemption amount which is
derived on the
         basis that the combined entity will be required to have at least $5
million in net tangible
         assets following the Transactions. Please provide additional
quantitative analysis in
         support of the $5 million calculation of net tangible assets.
8.       We note that certain scenarios depict a private investment of $150
million. Please tell us
         how you determined that the expected private investment of $150
million met the
         factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X.
9.       We note that Scenario 1 presented in your pro forma financial
statements reflects an
         adjustment assuming a $150 million private investment. However, the
column headings
         for Scenario 1 included in the pro forma financial statements
reference a $125 million
         private investment. Please revise the column headings accordingly.
10.      Please tell us how you considered presentation of the pro forma
financial statements
         depicting a scenario where the Seller elects to receive a portion of
the consideration as
 Meclomen Maramot
FirstName LastNameMeclomen Maramot
Brooge Holdings Ltd
Comapany NameBrooge Holdings Ltd
October 24, 2019
Page 3
October 24, 2019 Page 3
FirstName LastName
         cash up to 40% of the closing net cash and the Twelve Seas'
shareholders also elect
         maximum redemption of their shares. To the extent the Seller's ability
to elect the
         maximum cash option is constrained in the event the Twelve Seas'
shareholders elect
         maximum redemption, please include related disclosure.
BPGIC's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Note About Non-IFRS Financial Measures, page 176

11.      We note you define Adjusted EBITDA as profit (loss) before finance
costs, income tax
         expense, depreciation and adjusted for certain selected items. If
true, please revise the first
         bullet in the fourth paragraph to indicate Adjusted EBITDA does not
reflect finance costs.
Management of Pubco Following the Business Combination, page 191

12.      After the business combination, it appears that Nicolaas Paardenkooper
will also be the
         chief executive officer of BPGIC Holdings Limited. Please disclose
this and any other
         material position or office here. Also, consider providing additional
context for your
         references to his "nautical and maritime educational background" as
well his "dedicated
         oil and gas mid and downstream diplomas."
Beneficial Ownership of Securities
Security Ownership of Certain Beneficial Owners and Management of Twelve Seas,
page 199

13.      Please ensure that the table sets forth each person known by Twelve
Seas to be the
         beneficial owners of more than 5% of Twelve Seas outstanding ordinary
shares as of the
         date of the proxy statement/prospectus. In that regard, we refer you
to the Schedules 13G
         filed on August 19, 2019 and March 29, 2019.
Annex A: Business Combination Agreement, as amended, page A-1

14.      The agreement you provide as part of the proxy statement - prospectus
omits the
         schedules. Please confirm to us that none of the omitted schedules
includes information
         that would be material to investors or were not otherwise disclosed in
the agreement or the
         filing per Item 601(a)(5) of Regulation S-K. Also summarize for us in
detail the contents
         of Schedules 6.25(a), 6.25(b), and 6.25(c) in your response.
 Meclomen Maramot
Brooge Holdings Ltd
October 24, 2019
Page 4
Annex C: Form of Proxy for Twelve Seas Investment Company Extraordinary General
Meeting,
page C-1

15.   Please present separately on your form of proxy each provision in Pubco's
organizational
      documents that represents a material change from Twelve Seas'
organizational documents
      if the change would require approval of Twelve Seas shareholders under
state law, the
      rules of a national securities exchange, or the Twelve Seas
organizational documents if
      proposed to be made directly in its own organizational documents. We note
for example
      the increase in authorized shares disclosed on page 5. For guidance, see
Question 201.02
      of the Division of Corporation Finance's "Compliance and Disclosure
Interpretations
      (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A Context)"
available on the
      Commission's website.
General

16.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you or anyone authorized to do so
on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not you retain copies of the communications.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact John Cannarella at (202) 551-3337, Staff Accountant, or
Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Kevin Dougherty,
Attorney-Advisor, at
(202) 551-3271 or Tim Levenberg, Special Counsel, at (202) 551-3707 with any
other questions.



                                                            Sincerely,
FirstName LastNameMeclomen Maramot
                                                            Division of
Corporation Finance
Comapany NameBrooge Holdings Ltd
                                                            Office of Energy &
Transportation
October 24, 2019 Page 4
cc:       Benjamin S. Reichel
FirstName LastName