Churchill Capital Corp XII (NASDAQ: CXII) to begin separate trading of shares and warrants from IPO units

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Churchill Capital Corp XII is allowing its securities to trade separately instead of only as bundled units. Starting June 17, 2026, investors who hold units from the company’s initial public offering can ask their brokers to split them into individual Class A ordinary shares and redeemable warrants.

Each unit currently consists of one Class A ordinary share with a par value of $0.0001 and one-tenth of one redeemable warrant. Each whole warrant allows the holder to buy one Class A ordinary share at an exercise price of $11.50 per share. After separation, unsplit units will keep trading on Nasdaq under the symbol CXIIU, while the Class A shares and warrants will trade under CXII and CXIIW, respectively.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Unit composition: 1 Class A share + 0.1 warrant per unit Par value per Class A share: $0.0001 per share Warrant exercise price: $11.50 per share +5 more

8 metrics

Unit composition 1 Class A share + 0.1 warrant per unit Structure of IPO units

Par value per Class A share $0.0001 per share Class A ordinary shares

Warrant exercise price $11.50 per share Each whole redeemable warrant

Separate trading start date June 17, 2026 Commencement of separate trading

Company announcement date June 15, 2026 Press release and 8-K date

Unit ticker CXIIU Nasdaq Global Market symbol for units

Share ticker CXII Nasdaq Global Market symbol for Class A shares

Warrant ticker CXIIW Nasdaq Global Market symbol for warrants

Key Terms

redeemable warrant, initial public offering, forward-looking statements, emerging growth company, +1 more

5 terms

redeemable warrant financial

"one-tenth of one redeemable warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

initial public offering financial

"holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

forward-looking statements regulatory

"This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"Emerging growth company Item 8.01. Other Events. Separate Trading of Class A Ordinary Shares and Warrants"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Global Market market

"The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

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Understanding 8-K Material Events →

Available on EDGAR 06/15/2026 - 04:06 PM Accepted by SEC EDGAR 06/15/2026 - 04:06 PM

FAQ

What did Churchill Capital Corp XII (CXII) announce in this 8-K?

Churchill Capital Corp XII announced that, beginning June 17, 2026, holders of its IPO units can separate them into individual Class A ordinary shares and redeemable warrants, which will then trade under the symbols CXII and CXIIW on the Nasdaq Global Market.

When will CXII units start trading separately as shares and warrants?

Separate trading of Churchill Capital Corp XII’s Class A ordinary shares and warrants will begin on June 17, 2026. From that date, unit holders may request separation through their brokers, while any units not separated will continue trading under the symbol CXIIU on the Nasdaq Global Market.

How are Churchill Capital Corp XII (CXIIU) units structured?

Each Churchill Capital Corp XII unit consists of one Class A ordinary share with a par value of $0.0001 and one-tenth of one redeemable warrant. Every whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share.

What are the Nasdaq trading symbols for CXII shares, warrants, and units?

After separation, Churchill Capital Corp XII’s Class A ordinary shares will trade under CXII and its warrants under CXIIW on the Nasdaq Global Market. Units that remain bundled and are not separated will continue to trade under the existing symbol CXIIU on the same exchange.

Will Churchill Capital Corp XII issue fractional warrants when units are separated?

Churchill Capital Corp XII will not issue fractional warrants upon separation of units. Only whole warrants will trade on the Nasdaq Global Market, meaning any fractional warrant interests from splitting units will not result in separately tradable fractional warrant securities for investors.

Is this announcement an offer to sell Churchill Capital Corp XII securities?

The announcement explicitly states it is not an offer to sell or a solicitation to buy Churchill Capital Corp XII securities. Any sale must comply with applicable state or jurisdiction securities laws, including necessary registration or qualification requirements before such transactions can legally occur.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 15, 2026

CHURCHILL CAPITAL CORP XII

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43247		98-1922580
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

640 Fifth Avenue, 14th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 380-7500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-tenth of one redeemable warrant	CXIIU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CXII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	CXIIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Separate Trading of Class A Ordinary Shares and Warrants

On June 15, 2026, Churchill Capital Corp XII (the “Company”) announced that, commencing on June 17, 2026, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-tenth of one redeemable warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “CXIIU.” The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “CXII” and “CXIIW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated June 15, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHURCHILL CAPITAL CORP XII

Date: June 15, 2026	By:	/s/ Jay Taragin
		Name:	Jay Taragin
		Title:	Chief Financial Officer

Exhibit 99.1

Churchill Capital Corp XII Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing June 17, 2026

New York, NY, June 15, 2026 (GLOBE NEWSWIRE) -- Churchill Capital Corp XII (Nasdaq: CXIIU) (the “Company”) announced today that, commencing June 17, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “CXII” and “CXIIW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “CXIIU.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Churchill Capital Corp XII

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.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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 prospectus for the Company’s initial public offering filed with the SEC. 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED JUNE 15, 2026 6.0 KB