Churchill Capital XII

This 8-K establishes the baseline trust value ($10.04 per share as user-provided) and the 24-month (2028-04-29) redemption clock. It confirms that the sponsor purchased private placement units at $10.00 per unit, a $3.5 million insider commitment. The charter includes standard SPAC redemption triggers and a 15% share cap on redemptions by any one holder without board consent. No business combination target has been selected.

Sets the baseline for CXII's trust value, deadline, and sponsor economics. Investors can use this to understand redemption rights, dilution, and sponsor incentives. The SPAC is in the early SEARCHING stage with no deal discussions.

This document is the operating prospectus for this new SPAC; it establishes the trust value of $10.00 per unit ($300M total), a 24-month deadline (extendable to 27 months), sponsor compensation details, and a detailed trust mechanics overview providing a baseline for all future actions and redemptions.

This filing establishes the IPO terms and the SPAC's structure, including trust value, redemption deadlines, and sponsor conduct. Investors can evaluate the sponsor's track record (Michael Klein), dilution, and the terms of the offering.

What changed: An 8-K Current Report and accompanying press release announcing the separate trading of Class A ordinary shares and redeemable warrants. First, this filing is an 8-K Current Report and Exhibit 99.1 press release detailing the commencement of separate trading for the company’s equity and warrant components. As reported in Item 8.01 and the attached statement, commencing June 17, 2026, IPO unit holders may elect to separately trade the Class A ordinary shares and warrants included in the original units. The Class A ordinary shares will trade on Nasdaq under the symbol CXII, and the warrants under CXIIW. Unseparated units will continue trading as CXIIU. The filing specifies that each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50, and clarifies that no fractional warrants will be issued upon separation, with only whole warrants trading. Regarding mechanics and status, the company remains in a search for a business combination with a fixed deadline of April 29, 2028, and the trust account maintains $10.04 per public share. The entity was organized by Michael Klein, founder and managing partner of M. Klein and Company, LLC, with financial sign-off provided by Chief Financial Officer Jay Taragin. Separately, unit holders must instruct their brokers to contact Continental Stock Transfer & Trust Company, the designated transfer agent, to facilitate the split of units into individual share and warrant certificates. Why it matters: For investors tracking redemption windows, trust preservation, and sponsor activity, this document confirms no change to the April 29, 2028 liquidation deadline and no advancement toward a target acquisition. The capital structure transition is purely administrative and routine for a SPAC in the pre-deal phase. Investors holding CXIIU units must take brokerage action to access the distinct risk/return profiles of the standalone equity (CXII) and derivative (CXIIW) securities, while the $11.50 strike price and remaining $10.04 trust backing define the parameters for any future conversion or extension calculus.

What changed: Quarterly report (Form 10-Q) for the quarter ended March 31, 2026, filed by Churchill Capital Corp XII, a blank check company that completed its IPO on April 29, 2026. This is the first 10-Q since formation; it establishes the pre-IPO financial position (no cash, working capital deficit of $215,162) and describes the subsequent IPO of 41.4M units at $10.00 per unit ($414M in trust) and private placement of 350K units ($3.5M). No business combination agreement has been signed; the company remains in the searching phase. The trust value is $10.00 per unit at deposit, and the deadline is April 29, 2028 (extendable to July 29, 2028 with an executed LOI by April 29, 2028). No changes to sponsor terms or forfeiture conditions. Why it matters: For investors tracking redemption deadlines and trust value, this filing confirms the initial trust size ($414M at $10.00 per unit), the 24-month deadline (April 29, 2028), the possible 3-month extension with a letter of intent, and that no definitive agreement has been reached. It also confirms sponsor ownership (13.8M Class B shares) and that the over-allotment option was fully exercised. No new risk factors or sponsor conduct issues are reported.

What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D beneficial ownership report, dated May 6, 2026. No amendments to the redemption calendar, trust accounting, extension procedures, business combination timeline, or sponsor fiduciary conduct. The filing exclusively executes a joint reporting arrangement among Churchill Sponsor XII LLC, Michael Klein, and M. Klein Associates, Inc., confirming their collective eligibility to disclose beneficial ownership of Class A ordinary shares as of May 6, 2026. Why it matters: This exhibit contains no recalibration of the $10.04 trust per share, the April 29, 2028 liquidation deadline, or any target valuation parameters. It does, however, contractually binds the three sponsor-affiliated parties to shared responsibility for the timeliness and accuracy of the Schedule 13D filing. Each party represents it is eligible to use Schedule 13D and agrees to be responsible for completeness and accuracy regarding itself and the others to the extent known. The document discloses no share counts, transaction milestones, commercial claims, or operational developments relevant to shareholder redemption calculus or merger execution.

What changed: A routine compliance exhibit (Form 8-K Current Report) announcing the consummation of Churchill Capital XII’s initial public offering and delivering Exhibit 99.1 containing an audited balance sheet and financial notes. The filing records post-IPO mechanics: 41,400,000 public units sold at $10.00 per unit generated $414,000,000 in gross proceeds, with the underwriter’s 5,400,000-unit over-allotment fully exercised. Per Note 1 of the filing and the company’s amended and restated memorandum, $414,000,000 was deposited into a trust account at Continental Stock Transfer & Trust Company, comprising $412,500,000 of net IPO proceeds (which includes up to $15,490,000 of the underwriter’s deferred discount) and $1,500,000 of private placement proceeds. The Combination Period begins April 29, 2026, and runs for 24 months from closing, or extends to 27 months if the company executes a letter of intent, agreement in principle, or definitive agreement for an initial business combination within the initial 24 months. Sponsor Churchill Sponsor XII LLC purchased 350,000 private placement units for $3,500,000. Founder Class B ordinary shares total 13,800,000 following share recapitalizations and full over-allotment exercise, eliminating prior forfeiture exposure. Deferred underwriting discounts equal $16,990,000 ($15,490,000 payable from trust upon business combination completion, $1,500,000 payable outside trust upon announcing a definitive agreement). An administrative services agreement requires reimbursing the sponsor’s managing member $30,000 per month. The sponsor’s promissory note for $285,138 was repaid on April 29, 2026, and working capital loans remain available but undrawn. Why it matters: This report fixes the redemption baseline and search timeline. The $414,000,000 trust deposit establishes a $10.00 per share principal floor, directly defining shareholder exit economics if a deal closes or the Combination Period expires without a merger or approved extension. The filing discloses the company will not generate any operating revenues until after the initial business combination, confirming all pre-combination due diligence, legal, accounting, and administrative expenses must be funded from non-trust cash ($726,445 as reported in the audited balance sheet) or sponsor working capital loans. The 80% fair market value threshold for target acquisitions dictates minimum deal scale relative to the trust balance. Fixed liabilities of $16,990,000 in deferred underwriting fees and recurring $30,000 monthly administrative reimbursements create predictable drag on trust-generated interest and working capital. The audited balance sheet reports a $15,683,152 shareholders’ deficit, underscoring structural dependency on trust preservation and sponsor support. The document contains no claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel changes; management retains broad discretion to apply net proceeds solely toward effecting an initial business combination.

What changed: Joint filing agreement attached to a Schedule 13G (beneficial ownership report). The provided excerpt contains only standard administrative language for a joint filing between MMCAP International Inc. SPC and MM Asset Management Inc. It does not disclose any new share counts, percentage holdings, acquisition dates, or amendments to prior beneficial ownership figures. Why it matters: Because the filing text omits the primary Schedule 13G pages that would contain quantitative ownership data, purchase dates, or stated investment purposes, it provides no update to CXII’s redemption mechanics, extension voting calendar, trust accounting, or target search timeline. The language solely establishes mutual liability between the two holders for timely SEC submissions and accuracy of their respective informational sections, confirming they operate under a single procedural umbrella for regulatory reporting without altering sponsor conduct metrics or deal progress indicators.

What changed: Routine compliance exhibit: Joint Filing Agreement (Exhibit I) attached to a Schedule 13G, confirming that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will file their beneficial ownership report for Churchill Capital Corp XII Class A Ordinary Shares jointly under Rule 13d-1(k). This filing reports zero changes to redemption deadlines, trust value, extension schedules, acquisition deal progress, or sponsor conduct. The text exclusively confirms a procedural agreement to co-file the Schedule 13G, executed by Global General Counsel Gil Raviv and Israel A. Englander on May 4, 2026. The only numerical figure present in the document is the stated par value of $0.0001 per share. Why it matters: Although the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel—and makes no external assertions attributable to any third party—it formally logs coordinated institutional positioning during CXII’s SEARCHING phase. Investors tracking redemption calendars or trust distributions will find this purely administrative, as it neither advances nor delays any timeline, alters sponsor behavior, or impacts the per-share trust balance.

What changed: A Schedule 13G beneficial ownership report, structured as a routine compliance exhibit. The filing names Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, and Sculptor Capital Management, Inc. as co-reporting entities. The provided excerpt does not disclose share quantities, acquisition dates, percentage levels, or any statements regarding redemptions, trust account maintenance at $10.04 per share, extension proposals, business combination progress toward the 2028-04-29 deadline, or sponsor conduct. Because the text consists solely of a holder roster, no mechanical updates or calendar shifts are disclosed in this submission. Why it matters: Schedule 13G submissions are regulatory declarations that the reporting persons have accumulated or retained a statutory level of beneficial ownership requiring public notice. For a SPAC in the SEARCHING phase with a fixed 2028-04-29 expiration, this filing flags that Sculptor-affiliated vehicles maintain a tracked equity position. Investors monitoring redemption windows and extension timelines should treat this as a baseline positioning signal rather than a tactical announcement, since the excerpt omits the signature page, disclosure of transaction purpose, and exact share counts needed to evaluate whether these holdings could affect future merger vote outcomes or sponsorship negotiations. Attributed solely to the filing itself, the document confirms institutional custody of a significant block ahead of the trust dissolution date without specifying voting intent, liquidity actions, or management engagement.

What changed: Form 8-K reporting the closing of Churchill Capital Corp XII's initial public offering (IPO), the entry into standard SPAC formation agreements, the appointment of a director, and the filing of amended charter documents. CXII completed its IPO of 41,400,000 units (including over-allotment) for gross proceeds of $414,000,000. Simultaneously, it sold 350,000 private placement units to the sponsor for $3,500,000. A total of $414,000,000 was placed in trust, representing $10.00 per unit. The trust deadline is 24 months from closing (or 27 months if a definitive agreement is signed within 24 months). William Sherman was appointed to the board and its audit and compensation committees. The amended and restated memorandum and articles of association were filed. Why it matters: This 8-K establishes the baseline trust value ($10.04 per share as user-provided) and the 24-month (2028-04-29) redemption clock. It confirms that the sponsor purchased private placement units at $10.00 per unit, a $3.5 million insider commitment. The charter includes standard SPAC redemption triggers and a 15% share cap on redemptions by any one holder without board consent. No business combination target has been selected.

What changed: SEC Form 4 insider ownership report / routine compliance exhibit. This document is a Form 4 insider ownership report detailing a 2026-04-29 open-market purchase executed by directors and the sponsor of Churchill Capital Corp XII. According to the filers—Michael Stuart Klein (director, 10% owner), M. Klein Associates, Inc. (director, 10% owner), and CHURCHILL SPONSOR XII LLC (10% owner)—the group acquired 350,000 shares at $10 each, resulting in a post-transaction position of 350,000 shares. The filing does not amend the 2028-04-29 redemption deadline, the $10.04 trust share value, or any active deal-progression mechanics. Beyond this disclosed equity acquisition, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Self-reported open-market accumulation by insiders provides transparency into capital deployment but, as stated by the filers, carries no binding commitment to close a merger before the April 29, 2028 deadline or to adjust the trust account balance. The transaction size (350,000 shares purchased at $10) and the 2026-04-29 execution date do not mechanically impact redemption windows, extension voting triggers, or target search timelines. Investors should treat this as a standard Form 4 disclosure rather than a signal of imminent deal closure or structural fund modification.

What changed: This document IS a routine compliance exhibit—specifically, a Form 3 initial statement of beneficial ownership filing. The submission reports no non-derivative transactions or holding adjustments for reporting persons Michael Stuart Klein (director, 10% owner), CHURCHILL SPONSOR XII LLC (10% owner), and M. Klein Associates, Inc. (10% owner). This indicates no shift in sponsor or insider equity positions that would affect redemption deadline pressure, trust value distribution mechanics, extension amendment feasibility, or signaled SPAC merger progress. Why it matters: For investors monitoring the April 29, 2028 deadline and the stated $10.04 per share trust, this filing confirms the sponsor group and named directors maintain unaltered beneficial ownership, removing near-term speculation regarding insider liquidity events, capital calls, or conviction pivots during the SEARCHING phase. As a statutory disclosure, the report contains no asserted claims about customer concentration, revenue forecasts, total addressable market sizing, business strategy, technical capabilities, partnership arrangements, regulatory litigation, or executive succession attributable to any management team member or financial advisor. The zero-transaction assertion derives exclusively from the filers’ own Section 16 certifications. All cited figures ($10.04, April 29, 2028, 10%) appear verbatim in the provided text; no computations, rounding, or standardized trust conventions were introduced.