8-K
filed April 29, 2026, 7:59 PM ET
ticker CXII
CIK 0002114227
other material
confidence high
sentiment neutral
materiality 0.50
Churchill Capital Corp XII closes upsized $414M SPAC IPO; units trade on Nasdaq
Churchill Capital Corp XII
- IPO of 41.4M units at $10/unit (incl. full over-allotment) generated $414M gross proceeds.
- Private placement of 350,000 units to sponsor Churchill Sponsor XII LLC for $3.5M.
- $414M placed in trust; SPAC has 24 months (27 with LOI) to complete a business combination.
- William Sherman appointed to board, interim audit committee chair, and compensation committee chair.
- Founded by Michael Klein (M. Klein and Company); Citigroup sole book-running manager.
Machine-readable event card
- schema_version
- secwatch.filing_event.v1
- accession
- 0001213900-26-049354
- form_type
- 8-K
- ticker
- CXII
- cik
- 0002114227
- company_name
- Churchill Capital Corp XII
- filed_at
- 2026-04-29T23:59:59+00:00
- discovered_at
- 2026-05-14T18:02:33.503070+00:00
- generated_at
- 2026-05-15T02:25:56.831125+00:00
- sec_items
- ["1.01", "3.02", "5.02", "5.03", "8.01", "9.01"]
- event_type
- other_material
- sentiment
- neutral
- materiality_score
- 0.5
- calibrated_materiality_score
- 0.5
- confidence
- high
- secwatch_canonical_url
- https://secwatch.observer/filing/0001213900-26-049354
- json_url
- https://secwatch.observer/filing/0001213900-26-049354.json
- markdown_url
- https://secwatch.observer/filing/0001213900-26-049354.md
- text_url
- https://secwatch.observer/filing/0001213900-26-049354.txt
- edgar_index_url
- https://www.sec.gov/Archives/edgar/data/2114227/000121390026049354/0001213900-26-049354-index.htm
- edgar_primary_document_url
- https://www.sec.gov/Archives/edgar/data/2114227/000121390026049354/ea0288158-8k_churchill12.htm
- generated_by_model
- deepseek-v4-flash:cloud@v2
- review_status
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- human_reviewed
- false
- corrected
- false
- correction_note
- null
- correction_timestamp
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- superseded_by
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Source-grounded claims
249bb76a1e
William Sherman was appointed as Director at Churchill Capital Corp XII.
On April 27, 2026, in connection with the IPO, William Sherman was appointed to the board of directors of the Company (the “ Board ”) effective April 28, 2026.
SEC 8-K Item 5.02
confidence 0.95
SEC evidence
cbb398b548a8f4d8707c8427b3e8ebbe32573b42
Churchill Capital Corp XII: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-04-27).
On April 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on April 27, 2026.
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SEC evidence
1535e44beb2809c2ef8edd2dd58574631cf6d295
Churchill Capital Corp XII entered into Underwriting Agreement with Citigroup Global Markets Inc. (effective 2026-04-27).
Underwriting Agreement, dated April 27, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter
SEC 8-K Item 1.01/1.02
confidence 0.9
SEC evidence
1860e47d24ea41884efa17baa75fb55566609b62
Churchill Capital Corp XII entered into Public Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-04-27).
Public Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
SEC 8-K Item 1.01/1.02
confidence 0.9
SEC evidence
3b7bcb6c0caec5fdf34da45df0dfbb8de1d4a043
Churchill Capital Corp XII entered into Private Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-04-27).
Private Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
SEC 8-K Item 1.01/1.02
confidence 0.9
SEC evidence
705f7ac64b46a77fad4448dc48327538459b2b86
Churchill Capital Corp XII entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-04-27).
Investment Management Trust Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee
SEC 8-K Item 1.01/1.02
confidence 0.9
SEC evidence
f1803b0d8e4753da53e1fb9335fd1c7f70bec79f
Churchill Capital Corp XII entered into Private Placement Units Purchase Agreement with Churchill Sponsor XII LLC (effective 2026-04-27).
Private Placement Units Purchase Agreement, dated April 27, 2026 (the “ Private Placement Units Purchase Agreement ”), by and between the Company and the Company’s sponsor, Churchill Sponsor XII LLC (the “ Sponsor ”)
SEC 8-K Item 1.01/1.02
confidence 0.9
SEC evidence
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On April 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on April 27, 2026.
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same fact type: material_agreement
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same fact type: governance_change
same SEC item: 5.02, 5.03, 9.01
same event type: other_material
similar materiality
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On April 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on April 27, 2026.
Comparable filing
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same fact type: material_agreement
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same event type: other_material
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