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.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Churchill Capital Corp XII issued 350,000 units of unit to Churchill Sponsor XII LLC for $10.00 per Private Placement Unit.
- Security
- unit
- Shares
- 350,000 units
- Purchaser
- Churchill Sponsor XII LLC
- Consideration
- $10.00 per Private Placement Unit
Exact text from the filing
the Company completed the private sale of an aggregate of 350,000 units (the “ Private Placement Units ”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,500,000.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Sherman was appointed as Director at Churchill Capital Corp XII.
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Churchill Capital Corp XII: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2026-04-27).
- Change
- charter amendment
- Effective
- 2026-04-27
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Churchill Capital Corp XII entered into Underwriting Agreement with Citigroup Global Markets Inc. (effective 2026-04-27).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Citigroup Global Markets Inc.
- Effective
- 2026-04-27
Exact text from the filing
Underwriting Agreement, dated April 27, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Churchill Capital Corp XII entered into Public Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-04-27).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2026-04-27
Exact text from the filing
Public Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Churchill Capital Corp XII entered into Private Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-04-27).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2026-04-27
Exact text from the filing
Private Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Churchill Capital Corp XII entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-04-27).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2026-04-27
Exact text from the filing
Investment Management Trust Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Churchill Capital Corp XII entered into Private Placement Units Purchase Agreement with Churchill Sponsor XII LLC (effective 2026-04-27).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Churchill Sponsor XII LLC
- Effective
- 2026-04-27
Exact text from the filing
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 ”)
View on SEC.gov
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