Empyrean Capital discloses 6.47% Churchill Capital Corp XII (CXII) holding

Rhea-AI Filing Summary

Empyrean Capital Partners, LP and Amos Meron report a significant ownership position in Churchill Capital Corp XII. They report beneficial ownership of 2,700,000 Class A Ordinary Shares, representing 6.47% of the class. All of these shares are held by Empyrean Capital Overseas Master Fund, Ltd., for which ECP serves as investment manager, and Meron is the managing member of the general partner of ECP.

The position is reported as shared voting and dispositive power over 2,700,000 shares and no sole power. The percentage is based on 41,750,000 Class A Ordinary Shares outstanding as of June 9, 2026. The reporting persons note that the filing should not, by itself, be construed as an admission of beneficial ownership by any one reporting person of shares held by another.

Key Figures

Shares beneficially owned: 2,700,000 Class A Ordinary Shares Percent of class owned: 6.47% Shares outstanding: 41,750,000 Class A Ordinary Shares +2 more

5 metrics

Shares beneficially owned 2,700,000 Class A Ordinary Shares Beneficial ownership reported by Empyrean Capital Partners, LP and Amos Meron

Percent of class owned 6.47% Ownership percentage of Churchill Capital Corp XII Class A Ordinary Shares

Shares outstanding 41,750,000 Class A Ordinary Shares Outstanding as of June 9, 2026, used to calculate ownership percentage

Shared voting power 2,700,000 shares Number of shares over which reporting persons share voting power

Shared dispositive power 2,700,000 shares Number of shares over which reporting persons share dispositive power

Key Terms

beneficially owned, shared voting power, shared dispositive power, percent of class, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 2,700,000"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"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 power financial

"Shared Dispositive Power 2,700,000.00"

percent of class financial

"Percent of class: 6.47 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Schedule 13G regulatory

"The percentages used in this are calculated based upon 41,750,000"

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 stake in Churchill Capital Corp XII (CXII) does Empyrean Capital report?

Empyrean Capital reports beneficial ownership of 2,700,000 Class A Ordinary Shares of Churchill Capital Corp XII, representing 6.47% of the class, based on 41,750,000 shares outstanding as of June 9, 2026.

How much of Churchill Capital Corp XII (CXII) is outstanding according to this Schedule 13G?

The filing states there were 41,750,000 Class A Ordinary Shares outstanding as of June 9, 2026, which is the denominator used to calculate Empyrean Capital’s reported 6.47% ownership stake.

Who are the reporting persons in the Churchill Capital Corp XII (CXII) Schedule 13G?

The reporting persons are Empyrean Capital Partners, LP and Amos Meron. ECP is investment manager to Empyrean Capital Overseas Master Fund, Ltd., which directly holds the 2,700,000 Class A Ordinary Shares of Churchill Capital Corp XII.

What voting and dispositive powers over CXII shares does Empyrean report?

The reporting persons disclose shared voting power over 2,700,000 shares and shared dispositive power over 2,700,000 shares, with no sole voting or dispositive power over Churchill Capital Corp XII Class A Ordinary Shares.

Does the Churchill Capital Corp XII (CXII) Schedule 13G admit full beneficial ownership by each filer?

No. The filing states it should not be construed as an admission by any reporting person of beneficial ownership of Class A Ordinary Shares owned by another reporting person, limiting implied ownership claims.

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

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Available on EDGAR 08/14/2026 - 04:01 PM Accepted by SEC EDGAR 08/14/2026 - 04:00 PM Learn about SEC filing dates

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

Empyrean Capital Partners, LP

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

Meron Amos

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, New York, 10019
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Churchill Capital Corp XI (the "Company") directly held by ECOMF; (ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Ordinary Shares directly held by ECOMF. 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 foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Ordinary Shares owned by another Reporting Person.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, L.P., 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067
(c)	Citizenship: ECP - a Delaware limited partnership Amos Meron - 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: 2,700,000
(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: 0
	(ii) Shared power to vote or to direct the vote: 2,700,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,700,000 The percentages used in this Schedule 13G are calculated based upon 41,750,000 Class A Ordinary Shares outstanding as of June 9, 2026, as reported in the Company's Report on Form 10-Q for the period ended March 31, 2026, filed with the Securities and Exchange Commission on June 9, 2026.
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.

Empyrean Capital Partners, LP

Signature:	/s/ Jennifer Norman
Name/Title:	Chief Compliance Officer
Date:	08/14/2026

Meron Amos

Signature:	/s/ Amos Meron
Name/Title:	Amos Meron
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement