CXII SEC filings, in plain English
Everything Churchill Capital XII has filed with the SEC that we hold — 27 filings, newest first, 25 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: SEC Schedule 13G beneficial ownership report. The filing identifies Empyrean Capital Partners, LP and Meron Amos as reporters of beneficial ownership in Churchill Capital XII. The provided excerpt discloses no share quantities, acquisition percentages, purchase prices, dates of acquisition, or stated purposes. It contains no information on redemption elections, trust account valuations, extension voting mechanics, target search updates, or sponsor governance actions. Why it matters: A Schedule 13G confirms that Empyrean Capital Partners, LP and/or Meron Amos have met or maintained the statutory threshold for reporting beneficial ownership under Section 13(d) of the Securities Exchange Act. For a blank-check company operating toward its 2028-04-29 business combination deadline, common-share holder composition matters because concentrated equity positions can influence extension proposals, redemption-related shareholder meetings, and future votes on de-SPAC structuring or sponsor promote terms. Because the excerpt lacks numerical holdings or strategic declarations, investors cannot assess whether this position affects liquidity dynamics relative to the reported $10.04 per share held in trust, nor whether it signals active versus passive intent. The filing makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: Routine compliance exhibit: a Schedule 13G joint filing agreement reporting beneficial ownership of CHURCHILL CAPITAL CORP XII common shares. This document contains no adjustments to the April 29, 2028 business combination deadline, the $10.04 per-share trust accounting, redemption mechanics, extension provisions, deal progress, or sponsor conduct. It merely establishes a joint filing designation for Magnetar-affiliated entities and David J. Snyderman regarding a shareholder statement dated June 30, 2026, with no alterations to existing contractual or redemption parameters. Why it matters: The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It only attributes the execution of the exhibit to Hayley Stein acting as attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, on behalf of Magnetar Financial LLC, Magnetar Capital Partners LP, and David J. Snyderman himself, dated August 13, 2026. By omitting share quantities, voting percentages, purpose-of-transaction statements, or redemption intent disclosures, the document provides no actionable signal for liquidity windows or capital deployment timelines, though it formally registers ongoing regulatory reporting activity for the cited entities through mid-2026.
What changed: Quarterly report (Form 10-Q) filed with the SEC by Churchill Capital Corp XII, a blank-check company (SPAC), for the period ended June 30, 2026. This is the first quarterly report since the company’s IPO on April 29, 2026. It reports the completion of the IPO of 41,400,000 units at $10.00 per unit, including the full exercise of the over-allotment option of 5,400,000 units, and a concurrent private placement of 350,000 units to the sponsor at $10.00 per unit, raising aggregate gross proceeds of $417.5 million. The trust account held $416,522,490 as of June 30, 2026, with a redemption value of $10.04 per public share. No target has been identified. Net income for the quarter was $2,282,907 from trust interest. Operating expenses were $239,583. Working capital was $869,536; no trust withdrawals for working capital were made. The deadline to complete a business combination is April 29, 2028 (or July 29, 2028 if a definitive agreement is signed by April 29, 2028). Up to 1,800,000 Class B shares were subject to forfeiture if the over-allotment was not exercised; since it was fully exercised, those shares are no longer subject to forfeiture. On July 13, 2026, the board appointed Paul Lapping as a director and audit committee chair, replacing William Sherman. Why it matters: As the first quarterly report post-IPO, it establishes the baseline financial position and trust value. The trust value per share of $10.04 provides a redemption floor for public shareholders. The filing confirms the sponsor's conduct in accordance with standard lock-up provisions, the repayment of the IPO promissory note, and that the company remains in the searching phase with no target announced. Future changes in trust value, extensions, or target announcements will be measured from this baseline.
trust account, redeemable shares, combination deadline +2nothing moved · 5 with no prior record of ours
- Trust account
- not previously extracted$416.5M
- Redeemable shares
- not previously extracted41.4M
- Combination deadline
- 2028-04-29 · unchanged
- Sponsor loans outstanding
- $285K · unchanged
- Mandate language
- we are focusing our search on targets that meet our investme… · unchanged
The clause “8,097 19,876 Prepaid insurance long-term 245,605 Marketable securities and cash held in Trust Account 416,522,490 Total Assets $ 417,716,192 $ 19,876 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders”…
The clause …“Shares, $ 0.0001 par value; 500,000,000 shares authorized; 350,000 (excluding 41,400,000 shares subject to possible redemption) and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 35 Class B Ordinary”…
The clause …“of intent, agreement in principle or definitive agreement for an initial Business Combination by April 29, 2028), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant”…
The clause …“the Initial Public Offering. On April 29, 2026, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 285,138 . Borrowings under the IPO Promissory Note are no longer available. As of June 30, 2026”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document IS a joint filing agreement (Exhibit 99.1) to a Schedule 13G, functioning as a routine compliance exhibit that acknowledges the named signatories will submit future regulatory amendments jointly and each retains independent responsibility for their own reported information. It reports no change in share count, percentage ownership, acquisition date, or purchase price. Consequently, it does not modify the SPAC’s search status, trust account valuation, redemption calendar, extension provisions, or sponsor conduct. Why it matters: The text contains no claims regarding customer contracts, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel changes; those matters are entirely absent from the filing. For investors tracking large holder behavior, this agreement merely establishes administrative filing logistics for Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. The actual beneficial ownership percentages and transaction history will only be visible when the companion Schedule 13G cover pages are filed, so monitoring subsequent amendments is required to assess whether these parties have crossed the five percent reporting threshold or adjusted their positions ahead of the search period’s conclusion.
What changed: A Form 8-K Current Report issued by Churchill Capital Corp XII regarding the appointment of Paul Lapping as a director and Audit Committee chairperson, the execution of director compensation agreements, and the formalization of trust account waivers. Per the Company’s filing, the Board appointed Paul Lapping as a director effective July 13, 2026, designating him permanent chair of the Audit Committee over interim chair William Sherman, who continues as a committee member. On July 14, 2026, the Company executed director agreements with both Sherman and Lapping establishing $75,000 per annum cash compensation, beginning August 1, 2026, payable quarterly within sixty days following each calendar quarter end. The filing states Lapping signed a joinder to a letter agreement dated April 27, 2026, binding him to waive redemption rights and vote his ordinary shares in favor of an initial business combination. The attached Exhibit 10.1 Director Agreement explicitly records that each director waives any right, title, interest, or claim to the Trust Account, and that service continues under New York governing law until the Expiration Date. Why it matters: According to the document, these updates adjust board leadership and secure an additional pro-combination voting commitment from Lapping without altering the redemption deadline of April 29, 2028 or adjusting the reported $10.04 per share trust value. The filing discloses no deal progress, extension requests, redemption mechanic changes, or sponsor conduct deviations beyond the standard letter agreement joinder. Substantive non-mechanics disclosed include Lapping’s biographical details—as represented by the Company in the 8-K: managing Jakal Investments and Green Pastures Management since 2005 and 2015 respectively, directing CCIX since April 2025, CCXI since March 2026, CCX until February 2026, serving as COO of Neostellar Capital 2011–2012, CFO roles at multiple prior SPACs, corporate development at Montgomery Ward and Farley Industries, M&A work at Salomon Brothers and Golder Thoma and Cressey, his 1984 Uniform CPA pass, B.S. from the University of Illinois, and M.B.A. from Northwestern’s Kellogg Graduate School. The Board confirmed his Nasdaq independence standard. These disclosures clarify governance composition and director economics but leave the SPAC’s redemption calendar, trust distribution path, and search status unchanged.
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.
What changed: Initial public offering prospectus (424B4) for Churchill Capital Corp XII, a blank check company (SPAC) formed to effect a merger or business combination. This is the IPO prospectus; no prior public filings exist for this SPAC. The document establishes the offering terms: $360 million trust (10.00 per share), 24-month deadline (to April 2028), no target identified, sponsor terms, warrant structure, and redemption mechanics. The SPAC explicitly states it has not selected any business combination target and has not initiated any substantive discussions. Why it matters: 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.
What changed: A Form 8-A filed pursuant to Section 12(b) of the Securities Exchange Act of 1934 to register Churchill Capital Corp XII’s units, Class A ordinary shares, and warrants for listing on The Nasdaq Stock Market LLC. The filing introduces no alterations to redemption deadlines, trust account valuations, extension procedures, pending business combinations, or sponsor governance. It merely formalizes Nasdaq registration for securities already defined in the registrant’s Form S-1 prospectus (File No. 333-294851, originally filed April 2, 2026). The registrant specifies that each unit consists of one Class A ordinary share and one-tenth of one redeemable warrant; Class A ordinary shares carry a par value of $0.0001 per share; and each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Why it matters: This filing confirms exchange listing eligibility but delivers no new information regarding shareholder redemption triggers, trust funding status, merger timeline adjustments, or management behavior. Because the document explicitly incorporates by reference the April 2, 2026 S-1 prospectus for all security descriptions, investors monitoring liquidation windows, extension votes, or founder/sponsor economics must rely on that foundational prospectus and subsequent periodic filings rather than this routine registration submission. Chief Financial Officer Jay Taragin executed the filing on April 27, 2026, certifying the registrant’s authorization under Section 12 of the Exchange Act. The filing contains no assertions regarding customers, revenue figures, market size estimates, corporate strategy, technology platforms, partnership arrangements, active litigation, or personnel appointments. It also discloses no current trust account balance or per-share trust value, leaving those variables unaddressed in this submission.
What changed: a Form 3 insider ownership report (routine compliance exhibit) filed by Chief Financial Officer Taragin Lee Jay for Churchill Capital Corp XII. Per the report dated 2026-04-27, the CFO states 'No non-derivative transactions or holdings reported.' This indicates zero changes to the reporting person’s insider equity positions, leaving all redemption mechanics, trust deployment pathways, and extension voting thresholds unchanged. Why it matters: Because the filing attributes no transaction activity to the Chief Financial Officer, it delivers no directional signal regarding Churchill Capital XII’s deal progress, sponsor conduct, or anticipated redemption volume. The document contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the stated executive title, meaning calendar and trust parameters will remain governed solely by subsequent corporate announcements rather than insider trading behavior.
What changed: A Form 3 initial beneficial ownership statement filed under Section 16(a) reporting on the securities holdings of director William M. Sherman for Churchill Capital Corp XII. Per the filing, director William M. Sherman reported no non-derivative transactions or holdings. Consequently, there are no adjustments to redemption thresholds, trust value, the business combination deadline, extension mechanisms, target discovery progress, or sponsor conduct. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the director’s title. Why it matters: This is a standard regulatory disclosure confirming the absence of recent insider equity activity. While it does not advance the search narrative or modify shareholder redemption parameters, it preserves transparency around board-level ownership. Investors monitoring CXII should treat this as a routine compliance update that leaves all existing redemption calendars, trust valuations, and pending-acquisition timelines unchanged. No figures are reported in the text.
What changed: This filing is a Form S-1 registration statement submitted by Churchill Capital Corp XII pursuant to Rule 462(b) under the Securities Act of 1933. The registrant increased the registered securities by exactly 6,900,000 units, each comprising one Class A ordinary share and one-tenth of one redeemable warrant, while incorporating all prior terms from the April 2, 2026 declaration (File No. 333-294851). The filing does not adjust the documented $10.04 trust-per-share amount, leave the 2028-04-29 business combination deadline intact, maintain the SEARCHING status, or trigger any extension language. Chief Executive Officer Michael Klein and Chief Financial Officer Jay Taragin signed the document on April 27, 2026, and certified funding a filing fee wire to the Commission’s U.S. Bank account no later than the close of business on April 28, 2026. Why it matters: Rule 462(b) supplements typically precede a concurrent public offering or private placement; if priced, the resulting cash inflow would deposit directly into the existing trust, but no offering price, target sector, sponsor dilution mechanics, or management compensation terms are disclosed here. Because no valuation, combination timeline shift, or sponsor conduct change is asserted, the document carries no near-term impact on redemption windows or deal execution. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements appear, aside from the standard identification of registered agents at Ellenoff Grossman & Schole LLP and White & Case LLP and independent audit consent from Withum Smith+Brown PC, all of which serve purely procedural registration purposes.
What changed: Amendment No. 1 to a Registration Statement on Form S-1 for Churchill Capital Corp XII's proposed $300 million initial public offering of 30,000,000 units, each consisting of one Class A ordinary share and one-tenth of one warrant, with the sponsor purchasing 350,000 private placement units simultaneously. This amendment refines the IPO registration statement filed April 24, 2026. It updates the founder share history (including share capitalization and surrender transactions in March and April 2026), revises the dilution table, refines disclosure regarding the trust account and potential Investment Company Act risks, provides updated prior SPAC performance data (including Churchill Corp IX termination), expands risk factors (tariffs, extended timeframes), and updates financial statements. Why it matters: 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.
What changed: This document is an SEC CORRESP (correspondence) filing, specifically a routine underwriter acceleration request and securities act compliance letter submitted by Citigroup Global Markets Inc. to the SEC’s Division of Corporation Finance regarding Churchill Capital Corp XII’s Registration Statement on Form S-1. The filing reports no adjustments to redemption deadlines, trust value per share, extension triggers, acquisition deal progress, or sponsor conduct. It states that approximately 200 copies of the Preliminary Prospectus dated April 2, 2026 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others. The undersigned formally requests accelerating the effective date of the Registration Statement to 4:30 p.m. Eastern time on Monday, April 27, 2026, or as soon thereafter as practicable, and advises that the bank has complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934. Why it matters: While the correspondence contains no substantive claims regarding target customers, revenue, market size, strategy, technology, partnerships, litigation, or specific personnel actions beyond standard administrative disclosures, it confirms active distribution activity ahead of the stated regulatory timeline. Investors tracking the redemption calendar and SPAC execution should note that the acceleration request and prospectus circulation signal ongoing preparation toward the 2028-04-29 liquidation deadline, though all procedural claims and filings are attributed solely to Citigroup Global Markets Inc. and its Managing Director, Pavan Bellur. No material alterations to shareholder redemption rights, trust accounting parameters, or sponsor behavior are disclosed.
What changed: A correspondence submission from Churchill Capital Corp XII to the SEC Division of Corporation Finance requesting acceleration of the effectiveness of its Registration Statement on Form S-1. According to a letter dated April 23, 2026 authored by Chief Executive Officer Michael Klein on behalf of the Company, there are no modifications to redemption mechanics, trust account allocation formulas, extension provisions, or target selection timelines. The filing exclusively seeks to advance the April 2, 2026 Form S-1 so it becomes effective at 4:30 p.m. ET on Monday, April 27, 2026, or as soon thereafter practicable. The correspondence lists the Company address as 640 Fifth Avenue, 14th Floor New York, NY 10019 and copies outside counsel Ellenoff Grossman & Schole LLP. Why it matters: This administrative request controls the launch of the initial public offering rather than any post-combination restructuring, meaning it does not adjust shareholder redemption parameters, redefine trust account distribution rules, or amend the termination deadline applicable to the SPAC vehicle. Because the registered instruments represent the Company’s founding common shares and associated warrants, the filing discloses no information regarding prospective target revenues, customer concentrations, market positioning, proprietary technology, joint venture structures, ongoing litigation, or executive turnover beyond the execution block. All commercial metrics and deal mechanics remain reserved for the published S-1.
What changed: A formal advisory letter from the Securities and Exchange Commission’s Division of Corporation Finance, Office of Real Estate & Construction, stating that the agency has not reviewed and will not review the company’s Registration Statement on Form S-1 filed on April 02, 2026 (File No. 333-294851). The SEC has explicitly declined to examine the registration statement. Division staff cited Rules 460 and 461 to outline procedures for requesting acceleration, while simultaneously reminding the company and its management that they retain exclusive responsibility for the accuracy and adequacy of all disclosures irrespective of the lack of regulatory review. This correspondence neither adjusts the redemption deadline, modifies the trust value per share, nor advances deal progress; it simply confirms the SEC will not comment on the SPAC’s search or extension mechanics. Why it matters: For investors tracking redemption calendars, trust value, extensions, deal progress, and sponsor conduct, a non-review designation means shareholders will advance toward voting without an independent regulatory checkpoint on target quality or financing terms. The sponsor bears full accountability for execution, as the SEC’s omission of comments shifts all diligence and disclosure burden to Churchill Capital XII. Beyond mechanics, the letter contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Administrative routing is established through contact Pam Howell at 202-551-3357 for future correspondence. Because the SEC provided no analytical commentary, market participants must rely exclusively on sponsor announcements and exchange filings for material updates.
What changed: Registration Statement on Form S-1 for an initial public offering of a blank check company (SPAC). This is the initial S-1 filing for Churchill Capital Corp XII, a newly formed SPAC. It sets the IPO terms: 30 million units at $10.00 per unit, each consisting of one Class A ordinary share and one-tenth of a warrant. Trust per share is $10.04, with a deadline of 24 months from closing (extendable to 27 months if a definitive agreement is signed within 24 months). The sponsor purchased 11.5 million founder shares for $25,000 and will purchase 350,000 private placement units for $3.5 million. The filing includes extensive disclosures about the sponsor, management, business strategy, risk factors, and conflicts of interest. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.