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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.
Churchill Capital Corp XII received a Schedule 13G from a Magnetar-managed group reporting a significant ownership position in its Class A ordinary shares. As of June 30, 2026, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman together were deemed to beneficially own 2,700,000 Class A shares.
These shares are held across several Magnetar funds, and represent approximately 6.47% of Churchill Capital Corp XII’s outstanding Class A shares, based on 41,750,000 shares outstanding cited from the issuer’s Form 10‑Q. The reporting persons have shared voting and dispositive power over all 2,700,000 shares and no sole voting or dispositive power.
Churchill Capital Corp XII is a Cayman Islands-based blank check company formed to complete a Business Combination and has not yet identified a target. As of June 30, 2026, it reported total assets of $417.7 million, including $416.5 million in marketable securities and cash held in a Trust Account from its April 29, 2026 IPO and concurrent private placement.
The company sold 41,400,000 Public Units at $10.00 each for gross proceeds of $414.0 million and 350,000 Private Placement Units for $3.5 million. It recorded Class A ordinary shares subject to possible redemption of $415.5 million and a shareholders’ deficit of $14.9 million, driven mainly by remeasurement of redeemable shares and deferred underwriting fees of $17.0 million.
For the three and six months ended June 30, 2026, net income was $2.3 million and $2.2 million, respectively, primarily from $2.5 million of interest on Trust investments, partially offset by general and administrative expenses. Cash outside the Trust was $578,224 with working capital of $869,536
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.
Churchill Capital Corp XII appointed Paul D. Lapping as a director on July 13, 2026, effective immediately. He joins the compensation committee and the audit committee and becomes chairperson of the Audit Committee, replacing William Sherman as interim chair; Mr. Sherman will remain an Audit Committee member. Lapping will serve in the first class of directors, with his term expiring at the company’s first annual general meeting.
Lapping, age 63, manages Jakal Investments, LLC, which he founded in 2005, and Green Pastures Management, LLC, and has extensive SPAC board and executive experience. He signed a joinder to an April 27, 2026 letter agreement to waive certain redemption rights and vote any of his ordinary shares in favor of an initial business combination, and entered into a standard director indemnity agreement. On July 14, 2026, the company executed director agreements with Lapping and William Sherman, providing each with $75,000 per annum in cash compensation beginning August 1, 2026.
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.
Churchill Capital Corp XII, a Cayman Islands-based blank check company, reported a small net loss of $44,797 for the quarter ended March 31, 2026, driven by general and administrative expenses and no operating revenue.
Before its IPO, the company had total assets of $195,290 and a shareholder deficit of $29,424, funded mainly by sponsor support and an IPO promissory note. Subsequent to quarter-end, Churchill completed its initial public offering of 41,400,000 units at $10.00 each and a 350,000-unit private placement, placing $414,000,000 in a U.S. trust account to fund a future business combination. The company has until April 29, 2028, with a potential extension to July 29, 2028 upon signing a qualifying transaction agreement, to complete a merger or it will redeem public shares and liquidate.
Churchill Capital Corp XII’s sponsor group has disclosed a significant stake in the SPAC. Churchill Sponsor XII LLC, together with Michael Klein and M. Klein Associates, Inc., reports beneficial ownership of 14,150,000 ordinary shares, representing 25.47% of 55,550,000 ordinary shares outstanding as of April 29, 2026.
The position consists of 350,000 Class A shares bought as placement units at $10.00 per unit and 13,800,000 Class B founder shares, which are automatically convertible into Class A shares on a one-for-one basis in connection with the initial business combination. The sponsor and Michael Klein have agreed to vote their founder, placement and certain other shares in favor of any proposed business combination, not redeem those shares, and accept lock-up restrictions and indemnity obligations tied to the SPAC’s $10.00-per-share trust account structure.
Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander reported shared beneficial ownership of 2,000,000 Class A Ordinary Shares of Churchill Capital Corp XII. The filing shows those shares represent 4.8% of the class and notes the reporting persons acquired beneficial ownership of more than 5% on April 28, 2026 but ceased to be beneficial owners of more than 5% by the date of this filing. The Schedule 13G is submitted jointly and includes a Joint Filing Agreement dated May 4, 2026.
Churchill Capital Corp XII completed its initial public offering of 41,400,000 units at $10.00 each, raising $414,000,000 in gross proceeds. Each unit contains one Class A ordinary share and one-tenth of a redeemable warrant, with each whole warrant exercisable at $11.50 per share.
The sponsor simultaneously purchased 350,000 private placement units for $3,500,000. A total of $414,000,000, or $10.00 per public unit, was placed in a U.S. trust account, while $726,445 of cash remained outside the trust and working capital was $1,012,122 as of April 29, 2026.
The SPAC has 41,400,000 Class A shares classified as redeemable at $10.00 per share and 13,800,000 Class B founder shares outstanding. It has up to 24 months, or 27 months under specified conditions, to complete an initial business combination before redeeming public shares and liquidating.