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:
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).
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.
Simultaneously with the closing
of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 350,000 units (the
“Private Placement Units”) to Churchill Sponsor XII LLC, the Company’s sponsor, at a purchase price of $10.00
per Private Placement Unit, generating gross proceeds to the Company of $3,500,000.
A total of $414,000,000,
or $10.00 per Unit, 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.
An audited balance sheet
as of April 29, 2026, reflecting the receipt of the proceeds from the IPO and the Private Placement, has been issued by the Company and
is included as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Exhibit 99.1
CHURCHILL CAPITAL CORP XII
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Financial Statement of Churchill Capital Corp XII: |
|
|
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet as of April 29, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of
Churchill Capital Corp XII:
Opinion on the Financial Statement
We have audited the accompanying
balance sheet of Churchill Capital Corp XII (the “Company”) as of April 29, 2026, and the related notes (collectively referred
to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of April 29, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is
the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the
“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing
procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our
opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2026.
New York, New York
May 5, 2026
CHURCHILL CAPITAL CORP XII
BALANCE SHEET
APRIL 29, 2026
| Assets: | |
| |
| Current assets | |
| |
| Cash | |
$ | 726,445 | |
| Prepaid expenses | |
| 390,727 | |
| Total current assets | |
| 1,117,172 | |
| Prepaid insurance – long-term | |
| 294,726 | |
| Cash held in Trust Account | |
| 414,000,000 | |
| Total Assets | |
$ | 415,411,898 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | |
| | |
| Accrued expenses | |
$ | 29,500 | |
| Accrued offering costs | |
| 75,550 | |
| Total Current Liabilities | |
| 105,050 | |
| Deferred underwriting fee payable | |
| 16,990,000 | |
| Total Liabilities | |
| 17,095,050 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| | |
| | |
| Class A ordinary shares subject to possible redemption, 41,400,000 shares at a redemption value of $10.00 per share | |
| 414,000,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 350,000 shares issued and outstanding, excluding 41,400,000 shares subject to possible redemption | |
| 35 | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 13,800,000 shares issued and outstanding(1) | |
| 1,380 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (15,684,567 | ) |
| Total Shareholders’ Deficit | |
| (15,683,152 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | |
$ | 415,411,898 | |
| (1) |
Includes up to 1,800,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On April 29, 2026, the underwriter exercised its over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,800,000 Class B ordinary shares are no longer subject to forfeiture (Note 5). |
The accompanying notes are an integral part of
the financial statement.
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 1 — Organization and Business Operations
Organization and General
Churchill Capital Corp XII
(the “Company”) was incorporated as a Cayman Islands exempted company on September 30, 2025. The Company was incorporated
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as
amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”).
As of April 29, 2026, the Company
had not yet commenced operations. All activity for the period from September 30, 2025 (inception) through April 29, 2026 relates
to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The
Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The
Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.
Sponsor and Initial Public Offering
The Company’s sponsor
is Churchill Sponsor XII LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering
became effective on April 27, 2026. On April 29, 2026, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units”
and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), which includes the full exercise
of the underwriter’s over-allotment option of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 units (the “Private Placement Units”)
at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $3,500,000.
Transaction costs amounted
to $19,105,852, consisting of $1,500,000 of cash underwriting fee (net of $4,710,000 of underwriter’s reimbursement), $16,990,000
of deferred underwriting fee (Note 6), and $615,852 of other offering costs.
The Trust Account
Following the closing of the
Initial Public Offering on April 29, 2026, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units,
and a portion of the proceeds of the sale of the Private Placement Units, are held in a Trust Account (the “Trust Account”)
and will be invested only in U.S. government treasury obligations with a maturity of one hundred eighty-five (185) days or less
or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that
invest only in direct U.S. government obligations and, may at any time be held as cash or cash items, including in demand deposit
accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination
or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be
used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
The Company’s amended
and restated memorandum and articles of association provides that, other than the permitted withdrawals (as defined below), if any, none
of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination;
(ii) the redemption of any Public Shares that have been properly submitted in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance
or timing of its obligation to redeem 100% of the Public Shares if it does not complete an Initial Business Combination within 24 months
from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering 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 Initial Public Offering) (the “Combination Period”) or (B) with respect to any other provision
relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the redemption of
100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds
deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority
over the claims of the Company’s public shareholders.
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 1 — Organization and Business
Operations (cont.)
Initial Business Combination
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially
all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination.
The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned
on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance
that the Company will be able to successfully effect an Initial Business Combination.
The Company, after signing
a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination
at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they
vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in
the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest
earned on the funds held in the Trust Account (net of amounts withdrawn to fund the working capital requirements, subject to an annual
limit of $1,000,000, and to pay taxes (“permitted withdrawals”)), (ii) provide shareholders with the opportunity to sell
their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash
equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to
the consummation of the Initial Business Combination, including interest less permitted withdrawals. The decision as to whether the Company
will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender
offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by
law or under Nasdaq rules.
Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the
Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to
liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails
to complete the Initial Business Combination within the Combination Period. However, if the Sponsor and management team acquires Public
Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect
to such shares if the Company fails to complete the Initial Business Combination within the Combination Period. The Public Shares subject
to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public
Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480, “Distinguishing Liabilities from Equity.”
In the event of a liquidation,
dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share
ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders
with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the
Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying financial
statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)
and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Liquidity and Capital Resources
The Company’s liquidity
needs up to April 29, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $600,000 (see
Note 5). As of April 29, 2026, the Company had cash of $726,445 and working capital of $1,012,122.
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000
of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units
would be identical to the Private Placement Units. As of April 29, 2026, the Company had no borrowings under the Working Capital Loans.
In connection with the Company’s
assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements—Going
Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating
its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate
its business prior to the initial Business Combination. The Company has the duration of the Combination Period to complete the initial
Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company
within one year from the date of issuance of the financial statement.
Emerging Growth Company Status
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial
statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
Making estimates requires management
to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 2 — Significant Accounting
Policies (cont.)
Cash and Cash Equivalents
The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $726,445 in cash
and no cash equivalents as of April 29, 2026.
Cash Held in Trust Account
As of April 29, 2026, the assets held in the Trust Account, amounting to $414,000,000, were held in cash.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the
requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.”
Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into
its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
Class A ordinary shares and warrants, allocating the Initial Public Offering proceeds to the assigned value of the warrants and to the
Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated
to the Public Warrants (as defined in Note 3) and Private Placement Units were charged to shareholders’ deficit as Public Warrants
and Private Warrants (as defined in Note 4) after management’s evaluation were accounted for under equity treatment.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair value is defined as the
price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants
at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 2 — Significant Accounting
Policies (cont.)
Income Taxes
The Company accounts for income
taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major
tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As
of April 29, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to
be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero
for the period presented.
Warrant Instruments
The Company accounted for the
Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance
contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant
instruments under equity treatment at their assigned values.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a
redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there
is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC
480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions
are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will
adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the
closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in
the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated
deficit. Accordingly, as of April 29, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as
temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of April 29, 2026, the Class
A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 414,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (1,795,104 | ) |
| Public Shares issuance costs | |
| (19,017,869 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 20,812,973 | |
| Class A ordinary shares subject to possible redemption, April 29, 2026 | |
$ | 414,000,000 | |
Recent Accounting Pronouncements
Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statement.
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 3 — Initial Public Offering
In the Initial Public Offering on April 29, 2026, the Company sold 41,400,000 Units at a price of $10.00 per Unit for a total of $414,000,000,
which includes the full exercise of the underwriter’s over-allotment option of 5,400,000 Units. Each Unit consists of one Public
Share and one-tenth of one warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Each Public
Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments (see Note 7).
Note 4 — Private Placement
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of 350,000 Private Placement Units for an aggregate purchase price
of $3,500,000. Each Private Placement Unit consists of one Class A ordinary share and one-tenth of one warrant (each, a “Private
Warrant”). Each Private Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share,
subject to adjustments. Each warrant will become exercisable 30 days after the completion of the Initial Business Combination and
will not expire except upon liquidation. If the Initial Business Combination is not completed within the Combination Period, the proceeds
from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law).
Note 5 — Related Party Transactions
Founder Shares
On September 30, 2025,
the Company issued an aggregate of 14,375,000 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange
for a $25,000 payment (approximately $0.002 per share) from the Sponsor to cover certain expenses on behalf of the Company. In March 2026,
the Sponsor surrendered 2,875,000 Class B ordinary shares for no consideration and now holds 11,500,000. On April 21, 2026, the Company
issued, through a share capitalization, an additional 5,750,000 Class B ordinary shares to the Sponsor, and on April 23, 2026, the Sponsor
surrendered, for cancellation and for no consideration, such 5,750,000 additional shares, resulting in the Sponsor holding 11,500,000
Class B ordinary shares. On April 27, 2026, the Company issued, through a share recapitalization, an additional 2,300,000 Class B ordinary
shares to the Sponsor, resulting in the Sponsor holding a total of 13,800,000 Class B ordinary shares. All share and per share presentation
have been retrospectively presented.
As used herein, unless the
context otherwise requires, “Founder Shares” shall be deemed to include the Class A ordinary shares issuable upon conversion
thereof. The Founder Shares are identical to the Public Shares except that the Founder Shares automatically convert into Class A ordinary
shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or
immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or earlier at
the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit
up to an aggregate of 1,800,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter
so that the Founder Shares would represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering.
On April 29, 2026, the underwriter exercised its over-allotment option in full as part of the closing of the Initial Public Offering.
As such, the 1,800,000 Founder Shares are no longer subject to forfeiture. The Sponsor will not be entitled to redemption rights with
respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Initial Business Combination.
If the Initial Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by it.
The Sponsor has agreed not
to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the
Initial Business Combination or (B) subsequent to the Initial Business Combination (the date on which the Company consummates a transaction
which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited
exceptions).
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 5 — Related Party Transactions
(cont.)
Promissory Note — Related Party
On September 30, 2025,
the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $600,000
to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan
is non-interest bearing and payable on the earlier of December 31, 2026, or the date on which the Company consummates the Initial
Public Offering. On April 29, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $285,138. Borrowings
under the Promissory Note are no longer available.
Administrative Services Agreement
The Company has agreed, commencing
on April 28, 2026 through the earlier of the Company’s consummation of its initial Business Combination or its liquidation, to reimburse
the managing member of the Sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative
support.
Working Capital Loans
In addition, in order to finance
transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Initial
Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such
loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender.
The units and their underlying securities would be identical to the Private Placement Units. As of April 29, 2026, the Company had no
borrowings under the Working Capital Loans.
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The Company’s ability
to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s
control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in
laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases
in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability,
such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of
the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete
an initial Business Combination.
Registration Rights
The holders of Founder Shares,
Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans
(and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any
Class A ordinary shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or
in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement dated
April 27, 2026. These holders are entitled to make up to three demands and have “piggyback” registration rights. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 6 — Commitments and Contingencies
(cont.)
Underwriter’s Agreement
The Company granted the underwriter
a 45-day option from the date of the Initial Public Offering to purchase up to an additional 4,500,000 units to cover over-allotments,
if any. On April 29, 2026, the underwriter elected to fully exercise their over-allotment option to purchase an additional 5,400,000 Units
at a price of $10.00 per Unit.
The underwriter was entitled
to a cash underwriting discount of $0.15 per Unit, or $6,210,000 in the aggregate, which was paid to the underwriter upon the closing
of the Initial Public Offering. The underwriter paid the Company an aggregate amount of $4,710,000 at the closing of the Initial Public
Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering.
Additionally, the underwriter
is entitled to deferred underwriting discounts and commissions of $16,990,000 in the aggregate, of which (x) $15,490,000, is placed
in a Trust Account located in the United States and to be released to the underwriter only upon the completion of an initial Business
Combination and (y) $1,500,000 which will be payable to the underwriter from funds available outside the Trust Account upon the Company’s
announcement of its execution of a definitive agreement related to its entry into an initial Business Combination.
Note 7 — Shareholders’ Deficit
Preference Shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As of April 29, 2026, there were
no preference shares issued or outstanding.
Class A Ordinary
Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of
$0.0001 per share. As of April 29, 2026, there were 350,000 Class A ordinary shares issued and outstanding, excluding 41,400,000 shares
subject to possible redemption.
Class B Ordinary
Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of
$0.0001 per share. As of April 29, 2026, there were 13,800,000 Class B ordinary shares issued and outstanding.
Warrants — As
of April 29, 2026, there were 4,140,000 Public Warrants and 35,000 Private Warrants outstanding. Each whole warrant entitles the holder
thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein, at
any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective
registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a
current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a “cashless basis”
under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under
the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants
will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
The Company has agreed that
as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Initial Business Combination,
the Company will use its commercially best efforts to file with the
CHURCHILL CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 7 — Shareholders’
Deficit (cont.)
SEC a post-effective amendment to the registration
statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise
of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions
of the applicable warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be
required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Public Warrants
for cash when the price per Class A ordinary shares equals or exceeds $18.00. Beginning 30 days after completion of the
Initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:
| ● | In whole and not in part; |
| ● | At a price of $0.01 per warrant; |
| ● | Upon not less than 30 days’ prior written notice
of redemption (the “30-day redemption period”); and |
| ● | if, and only if, the last sale price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior
to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the
warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day
period and the 30-day redemption period. |
The Private Placement Warrants
contained in the Private Placement Units are non-redeemable. The Private Placement Warrants may also be exercised for cash or on
a “cashless basis.” The Private Placement Warrants will not expire except upon liquidation.
Note 8 — Fair Value Measurements
The fair value of the Public Warrants is $1,795,104
or $0.433 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants
have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents
the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
| | |
April 29,
2026 | |
| Volatility | |
| 10.2 | % |
| Risk-free rate | |
| 3.93 | % |
| Share price | |
$ | 9.96 | |
| Weighted term (years) | |
| 2.38 | |
| Market Pricing Adjustment | |
| 12.7 | % |
CHURCHILL
CAPITAL CORP XII
NOTES TO FINANCIAL STATEMENT
APRIL 29, 2026
Note 9 — Segment Information
ASC Topic 280, “Segment
Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial
information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,
in deciding how to allocate resources and assess performance.
The Company’s CODMs have
been identified as the Chief Executive Officer and the Chief Financial Officer, who review the assets, operating results, and financial
metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that the Company only has one reportable segment.
The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations
as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s
performance and making key decisions regarding resource allocation, the CODM reviews several key metrics as set forth below:
| | |
April 29,
2026 | |
| Cash | |
$ | 726,445 | |
| Cash held in Trust Account | |
$ | 414,000,000 | |
Note 10 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date through May 5, 2026, the date that the financial statement was issued.
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statement.
