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Churchill Capital Corp XII (NASDAQ: CXIIU) completes $414M SPAC IPO and funds trust

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8-K

Rhea-AI Filing Summary

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.

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Churchill Capital Corp XII raises $414M in SPAC IPO and funds trust.

Churchill Capital Corp XII completed an upsized SPAC IPO, selling 41.4 million units at $10.00 each for $414,000,000 in gross proceeds. Each unit contains one Class A share and a fraction of a redeemable warrant with an $11.50 exercise price.

Of these proceeds, $414,000,000 was placed into a U.S. trust account, reflecting the standard SPAC structure. Funds are generally restricted until a business combination occurs or shareholders redeem within 24 months, extendable to 27 months if a qualifying transaction agreement is executed in time.

The company added governance infrastructure by adopting amended and restated constitutional documents and appointing William Sherman to the Audit and Compensation Committees. Actual shareholder outcomes will depend on whether a value-accretive business combination is identified and completed within the stated 24–27 month window.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
IPO units sold 41,400,000 units Initial public offering, including full over-allotment
IPO price $10.00 per unit Public unit offering price
IPO gross proceeds $414,000,000 Gross proceeds from SPAC IPO
Private placement units 350,000 units Units sold to sponsor at IPO closing
Private placement proceeds $3,500,000 Sponsor purchase of private placement units
Trust funding $414,000,000 Amount placed in U.S.-based trust account
Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant
Working capital withdrawal limit $1,000,000 per year Annual cap on trust interest used for working capital
initial public offering financial
"consummated its initial public offering (“IPO”) of 41,400,000 units"
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.
over-allotment option financial
"including 5,400,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
redeemable warrant financial
"one-tenth of one redeemable warrant of the Company (each, a “Warrant”)"
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.
trust account financial
"was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Amended and Restated Memorandum and Articles of Association regulatory
"filed its amended and restated memorandum and articles of association"
emerging growth company regulatory
"Emerging growth company"
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.
Understanding 8-K Material Events →
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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): April 29, 2026 (April 27, 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 1.01. Entry into a Material Definitive Agreement.

 

On April 29, 2026, Churchill Capital Corp XII (the “Company”) consummated its initial public offering (“IPO”) of 41,400,000 units (the “Units”), including 5,400,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $414,000,000.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-294851) for the IPO, originally filed with the U.S. Securities and Exchange Commission on April 2, 2026, as amended (and together with the registration statement on Form S-1MEF (File No. 333-295360), filed with the Commission on April 27, 2026, the “Registration Statement”):

 

●An Underwriting Agreement, dated April 27, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

●A Public Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

●A Private Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference.

 

●An Investment Management Trust Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

●A Registration Rights Agreement, dated April 27, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

●A Private Placement Units Purchase Agreement, dated April 27, 2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and the Company’s sponsor, Churchill Sponsor XII LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

●A Letter Agreement, dated April 27, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

  ● An Administrative Support Agreement, dated April 27, 2026, by and between the Company and an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
     
  ● Indemnification Agreements, dated April 27, 2026, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.  

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 350,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,500,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

1

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 27, 2026, in connection with the IPO, William Sherman was appointed to the board of directors of the Company (the “Board”) effective April 28, 2026. Effective April 28, 2026, Mr. Sherman was appointed to the Board’s Audit Committee, also serving as interim chair of the Audit Committee. Mr. Sherman was also appointed to the Board’s Compensation Committee, serving as chair of the Compensation Committee.

 

On April 27, 2026, the Company entered into indemnification agreements with each of the directors and executive officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnification agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 27, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on April 27, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01. Other Events.

 

A total of $414,000,000, comprised of $412,500,000 of the net proceeds from the IPO (which amount includes up to $15,490,000 of the underwriter’s deferred discount) and $1,500,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, to fund its working capital requirements (subject to an annual limit of $1,000,000), and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

 

On April 27, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On April 29, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

2

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
   
1.1   Underwriting Agreement, dated April 27, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter.
3.1   Amended and Restated Memorandum and Articles of Association of the Company.
4.1   Public Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2   Private Warrant Agreement, dated April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1   Investment Management Trust Agreement, April 27, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2   Registration Rights Agreement, dated April 27, 2026, by and among the Company and certain security holders.
10.3   Private Placement Units Purchase Agreement, dated April 27, 2026, by and between the Company and the Sponsor.
10.4   Letter Agreement, dated April 27, 2026, by and among the Company, its officers, directors, and the Sponsor.
10.5   Administrative Support Agreement, dated April 27, 2026, by and between the Company and an affiliate of the Sponsor.
10.6   Form of Indemnification Agreement.
99.1   Press Release, dated April 27, 2026.
99.2   Press Release, dated April 29, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

 

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
     
  By: /s/ Jay Taragin
    Name: Jay Taragin
    Title: Chief Financial Officer
       
Dated: April 29, 2026    

 

4

 

Exhibit 99.1

 

Execution Version

 

Churchill Capital Corp XII Announces the Pricing of Upsized $360 Million Initial Public Offering

 

NEW YORK, April 27, 2026 (GLOBE NEWSWIRE) — Churchill Capital Corp XII (the “Company”) announced the pricing of its upsized initial public offering of 36,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CXIIU” commencing today. Each unit consists of one Class A ordinary share of the Company and one-tenth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “CXII” and “CXIIW,” respectively. The offering is expected to close on April 29, 2026, subject to customary closing conditions.

 

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.

 

Citigroup is acting as sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 5,400,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus, copies of which may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146), or by accessing the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

 

A registration statement relating to these securities has been declared effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. 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

Exhibit 99.2

 

Churchill Capital Corp XII Completes Upsized $414 Million Initial Public Offering

 

NEW YORK, NY, April 29, 2026 (GLOBE NEWSWIRE) — Churchill Capital Corp XII (the “Company”) announced today the closing of its upsized initial public offering of 41,400,000 units, which includes 5,400,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $414,000,000.

 

The Company’s units began trading on April 28, 2026 on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “CXIIU.” Each unit consists of one Class A ordinary share of the Company and one-tenth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “CXII” and “CXIIW,” respectively.

 

Of the proceeds received from the consummation of the initial public offering (as well as the exercise of the over-allotment option) and a simultaneous private placement of units, $414,000,000 (or $10.00 per unit sold in the public offering) was placed in trust.

 

The Company 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.

 

Citigroup acted as sole book-running manager for the offering.

 

The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146), or by accessing the SEC’s website at www.sec.gov.

 

Registration statements relating to the securities were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. 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

FAQ

What did Churchill Capital Corp XII (CXIIU) raise in its SPAC IPO?

Churchill Capital Corp XII raised gross proceeds of $414,000,000 by selling 41,400,000 units at $10.00 per unit. Each unit includes one Class A share and one-tenth of a redeemable warrant exercisable at $11.50 per share.

How is the $414 million of Churchill Capital Corp XII (CXIIU) IPO proceeds being held?

Churchill Capital Corp XII placed $414,000,000 into a U.S.-based trust account. These funds remain restricted until a business combination closes, required shareholder redemptions occur within 24–27 months, or the company is wound up, subject to limited permitted withdrawals for taxes and working capital.

What are the key terms of Churchill Capital Corp XII (CXIIU) units and warrants?

Each Churchill Capital Corp XII unit includes one Class A ordinary share and one-tenth of a redeemable warrant. Every whole warrant allows the holder to purchase one Class A share at an exercise price of $11.50 per share, once warrants trade separately.

What private placement did Churchill Capital Corp XII (CXIIU) complete with its sponsor?

Simultaneously with its IPO, Churchill Capital Corp XII sold 350,000 private placement units to its sponsor at $10.00 per unit, raising $3,500,000. These units mirror the public units in structure, subject to differences described in the registration statement and were sold without underwriting commissions.

What is the SPAC timeline for Churchill Capital Corp XII (CXIIU) to complete a business combination?

Churchill Capital Corp XII generally has 24 months from the IPO closing to complete an initial business combination, extendable to 27 months if it signs a qualifying letter of intent, agreement in principle, or definitive agreement within 24 months, before required redemptions of public shares.

What governance and leadership changes accompanied Churchill Capital Corp XII (CXIIU) IPO?

In connection with the IPO, Churchill Capital Corp XII adopted an Amended and Restated Memorandum and Articles of Association and appointed William Sherman to its board, naming him interim chair of the Audit Committee and chair of the Compensation Committee, with indemnification agreements for directors and officers.

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