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8-K ·Filed Apr 29, 2026

CXII

Churchill Capital Corp XII
NEUTRAL
Impact 5/10
Horizonweeks Processed6mo ago SEC0001213900-26-049354
Killer combo: Material agreement + unregistered equity (likely PIPE/convertible)
Actionable Insight • Neutral

Monitor for the filing of an audited balance sheet on Form 8-K (within 4 business days) to confirm trust account funding. The stock and warrants will begin separate trading 52 days post-prospectus unless the underwriter permits earlier. Watch for any tender offer or proxy statement for a business combination within the 24-month completion window.

DirectionNeutral
Confidencehigh
Horizonweeks

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Executive Summary

Churchill Capital Corp XII completed its initial public offering of 36,000,000 units at $10.00 per unit, raising $360,000,000 in gross proceeds (before underwriting discounts and expenses), with an over-allotment option for up to 5,400,000 additional units. The proceeds are held in trust for a future business combination, subject to the terms of the amended charter.

Key Financial Metrics

Offering Size
$360.0M

Key Facts

  • 36,000,000 units sold at $10.00 per unit, each consisting of one Class A ordinary share and one-tenth of one warrant
  • Gross proceeds of $360,000,000 from the base offering, with over-allotment option for up to 5,400,000 additional units
  • Underwriter: Citigroup Global Markets Inc.; purchase price per unit: $9.85
  • Deferred underwriting discount of $0.35 per unit ($12,600,000 total) payable only upon completion of a business combination
  • Sponsor purchased 350,000 Private Placement Units at $10.00 each, and holds 13,800,000 Founder Shares (Class B)
  • Warrants have an exercise price of $11.50 per share, exercisable 30 days after a business combination, expiring 5 years thereafter
  • Amended and restated memorandum and articles of association adopted, including business combination requirements and redemption rights

Financial Impact

IPO raises $360M in gross proceeds (before expenses) for a blank-check company with no operating history

cashtrust_account

Risk Factors

  • Failure to complete a business combination within 24 months (27 months if a letter of intent is signed) would result in liquidation and redemption of public shares at trust value
  • Warrants may have no value if the stock price does not exceed $11.50 per share after a business combination
  • Potential dilution from Founder Shares and Private Placement Units

Documents Analyzed

This report is based on 3 SEC documents filed with EDGAR.

DocumentAccession Number
8-K Filing (Primary)0001213900-26-049354
Document: ea028815801ex1-1.htm0001213900-26-049354
Document: ea028815801ex4-1.htm0001213900-26-049354
4 reports for CXII
Performance horizon
Filters
Rows
Reports for CXII — sortable, filterable
TypeNow
Jun 15, 2026
19w ago
8-K
NEUTRAL ★ 2/10
—awaiting T+20——
Apr 29, 2026
25w ago
8-K
NEUTRAL ★ 5/10
—awaiting T+20——
Apr 27, 2026
26w ago
3
NEUTRAL ★ 1/10
—awaiting T+20——
Apr 27, 2026
26w ago
Press Release
NEUTRAL ★ 3/10
—awaiting T+20——
Showing 4 of 4

US Market Status

Market Open — Closes in 1h 36m

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Report published Apr 29, 2026