Churchill Capital Corp XII Announces the Pricing of Upsized $360 Million Initial Public Offering

Rhea-AI Summary

Churchill Capital Corp XII (CXII) priced an upsized IPO of 36,000,000 units at $10.00 per unit, raising $360 million before exercise of the underwriter option.

Units (symbol CXIIU) trade on Nasdaq; each unit equals one Class A ordinary share plus one-tenth of a warrant (warrant exercise $11.50). The offering may close April 29, 2026, subject to customary conditions, and includes a 45-day option to sell up to 5,400,000 additional units.

Positive

• Offering size of $360 million via 36,000,000 units at $10.00
• Units list on Nasdaq under symbol CXIIU immediately
• 45-day overallotment option for 5,400,000 additional units

Negative

• Warrants exercisable at $11.50 could dilute equity if exercised
• Closing is subject to customary conditions and not guaranteed
• Forward-looking use of proceeds is not assured and may change

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, April 27, 2026 (GLOBE NEWSWIRE) -- Churchill Capital Corp XII (the “Company”) announced the pricing of its upsized initial public offering of 36,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CXIIU” commencing today. Each unit consists of one Class A ordinary share of the Company and one-tenth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “CXII” and “CXIIW,” respectively. The offering is expected to close on April 29, 2026, subject to customary closing conditions. 

Churchill Capital Corp XII was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company, LLC. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.

Citigroup is acting as sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 5,400,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus, copies of which may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146), or by accessing the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

A registration statement relating to these securities has been declared effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contact:  
Churchill Capital Corp XII
info@churchillcapitalcorp.com 
212-380-7500

FAQ

What did Churchill Capital Corp XII (CXII) price its IPO at on April 27, 2026?

Churchill Capital Corp XII priced an upsized IPO at $10.00 per unit. According to the company, 36,000,000 units were offered, implying gross proceeds of $360 million before any overallotment exercise.

What does each Churchill Capital Corp XII unit (CXIIU) include and what are the warrant terms?

Each unit includes one Class A ordinary share and one-tenth of a warrant. According to the company, each whole warrant permits purchase of one Class A share at an $11.50 exercise price.

When will Churchill Capital Corp XII (CXII) offering close and when do shares trade separately?

The offering is expected to close on April 29, 2026, subject to customary closing conditions. According to the company, separate trading of shares and warrants will begin once the unit components start separate trading on Nasdaq.

What Nasdaq symbols will Churchill Capital Corp XII use for units, shares, and warrants?

Units will trade under CXIIU; once separated, Class A shares and warrants are expected to trade under CXII and CXIIW. According to the company, listing commences immediately for units.

Who is managing the Churchill Capital Corp XII IPO and how can investors get the prospectus?

Citigroup is the sole book-running manager for the offering. According to the company, the prospectus is available from Citigroup via Broadridge or on the SEC website (www.sec.gov).

What is the underwriter overallotment option for the CXII IPO and why does it matter?

The underwriters have a 45-day option to buy up to 5,400,000 additional units. According to the company, exercising this option increases supply and can raise additional proceeds if demand warrants it.