Adage Capital Management, L.P. and related parties report a significant ownership stake in Churchill Capital Corp XII (CXII). The group, including Adage Capital Management, L.P., and its managing members Robert Atchinson and Phillip Gross, reports beneficial ownership of 2,700,000 Class A Ordinary Shares of Churchill Capital Corp XII.
The filing states this represents 6.47% of the Class A Ordinary Shares outstanding, based on 41,750,000 shares outstanding as of June 9, 2026. Each reporting person has shared voting and dispositive power over 2,700,000 shares and no sole voting or dispositive power. The shares are held through Adage Capital Partners, L.P., with Adage Capital Management, L.P. acting as investment manager, and Atchinson and Gross reporting through their roles in related general partner entities.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:2,700,000 Class A Ordinary SharesPercent of class:6.47%Shares outstanding:41,750,000 Class A Ordinary Shares+2 more
5 metrics
Shares beneficially owned2,700,000 Class A Ordinary SharesBeneficial ownership reported by Adage Capital and related persons
Percent of class6.47%Ownership percentage of Churchill Capital Corp XII Class A Ordinary Shares
Shares outstanding41,750,000 Class A Ordinary SharesShares outstanding as of June 9, 2026 used to calculate ownership
Shared voting power2,700,000 sharesNumber of shares over which the reporting persons share voting power
Shared dispositive power2,700,000 sharesNumber of shares over which the reporting persons share dispositive power
"The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 2,700,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 2,700,000.00"
investment managerfinancial
"ACM, as the investment manager of Adage Capital Partners, L.P."
Schedule 13Gregulatory
"Ownership of more than 5 Percent on Behalf of Another Person."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
What percentage of Churchill Capital Corp XII (CXII) does Adage Capital report owning?
Adage Capital and related reporting persons report beneficial ownership of 6.47% of Churchill Capital Corp XII’s Class A Ordinary Shares. This is based on 41,750,000 shares outstanding as of June 9, 2026, as referenced in the company’s quarterly report.
How many Churchill Capital Corp XII (CXII) shares are beneficially owned by Adage Capital?
The reporting group discloses beneficial ownership of 2,700,000 Class A Ordinary Shares of Churchill Capital Corp XII. These shares are directly held by Adage Capital Partners, L.P., with Adage Capital Management, L.P. acting as investment manager for that partnership.
What voting power does Adage Capital have over CXII shares?
The reporting persons have shared voting power over 2,700,000 shares and no sole voting power. They also report shared dispositive power over the same 2,700,000 shares, reflecting joint control through their investment and general partner entities.
Who are the reporting persons in the CXII Schedule 13G?
The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross. They report through roles as investment manager and managing members of various related general partner entities that control Adage Capital Partners, L.P.
What share count did the CXII Schedule 13G use to calculate Adage’s ownership percentage?
The reported 6.47% stake is calculated using 41,750,000 Class A Ordinary Shares outstanding as of June 9, 2026. That outstanding share figure is taken from Churchill Capital Corp XII’s Quarterly Report for the period ended March 31, 2026.
Where are Adage Capital’s reporting persons based in the CXII filing?
The business address for all reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. Adage Capital Management, L.P. is organized in Delaware, and Messrs. Atchinson and Gross are citizens of the United States.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Churchill Capital Corp XII
(Name of Issuer)
Class A Ordinary Shares par value $0.0001 per share
(Title of Class of Securities)
G2131M102
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G2131M102
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.47 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G2131M102
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.47 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G2131M102
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.47 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Churchill Capital Corp XII
(b)
Address of issuer's principal executive offices:
640 Fifth Avenue, 14th Floor, New York, NY 10019
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Churchill Capital Corp XII, a Cayman Islands exempted company (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP, and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares par value $0.0001 per share
(e)
CUSIP Number(s):
G2131M102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 41,750,000 Class A Ordinary Shares outstanding as of June 9, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on June 9, 2026.
(b)
Percent of class:
6.47%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
