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Churchill Capital Corp XII Schedule 13G: Sculptor-affiliated entities report beneficial ownership of 2,300,000 Class A Ordinary Shares, representing 5.56% of the class. The percentage is calculated using 41,400,000 Class A Ordinary shares outstanding as of April 29, 2026, per the issuer's 8-K. The filing attributes shared voting and shared dispositive power over the 2,300,000 shares to Sculptor and affiliated entities, and clarifies the ownership is held in managed accounts and funds described in the filing.
Churchill Capital Corp XII reported an insider open-market purchase linked to its sponsor entity. On April 29, 2026, Churchill Sponsor XII LLC acquired 350,000 Class A ordinary shares at $10.00 per share, held indirectly through private placement units. M. Klein Associates, Inc. manages the sponsor, and Michael Stuart Klein may be deemed a beneficial owner but disclaims ownership beyond any pecuniary interest.
Churchill Capital Corp XII completed an upsized initial public offering of 41,400,000 units at $10.00 per unit, generating gross proceeds of $414,000,000. Each unit includes one Class A ordinary share and one-tenth of a redeemable warrant, with each whole warrant exercisable at $11.50 per share.
The company also sold 350,000 private placement units to its sponsor for $3,500,000. A total of $414,000,000 from the IPO and private placement was deposited into a U.S. trust account, generally locked until a future business combination or required redemptions within 24 to 27 months.
In connection with the IPO, the company adopted amended and restated governing documents, entered multiple key agreements, and appointed William Sherman to the board, including roles on the Audit and Compensation Committees, while executing broad indemnification protections for directors and officers.
Churchill Capital Corp XII is registering 30,000,000 units in a $300,000,000 initial public offering, with each $10.00 unit consisting of one Class A ordinary share and one-tenth of a warrant. All IPO proceeds, plus $3,500,000 from 350,000 private placement units bought by the sponsor, will go into a U.S. trust account at $10.00 per unit.
The SPAC has a 24‑month completion window, extendable to 27 months if a business combination agreement is signed within 24 months. Public shareholders can redeem their Class A shares for their pro rata cash in the trust upon a business combination, extensions, or liquidation, subject to certain limits, including a 15% cap on redemptions by any shareholder group without consent.
The sponsor holds 11,500,000 Class B founder shares purchased for $25,000, which will convert into Class A shares and are structured to represent 25% of ordinary shares at closing of a business combination, subject to anti‑dilution adjustments. This structure, along with private placement warrants and potential working capital loan conversions, may cause immediate and potentially material dilution to public shareholders and creates economic incentives and conflicts of interest for the sponsor and management.