Churchill Capital XII insiders report 13.8M Class B

Churchill Capital Corp XII insiders filed an initial statement of beneficial ownership showing indirect holdings of 13,800,000 Class B ordinary shares at a par value of $0.0001 per share.

Rhea-AI Filing Summary

Churchill Capital Corp XII insiders filed an initial statement of beneficial ownership showing indirect holdings of 13,800,000 Class B ordinary shares at a par value of $0.0001 per share. These Class B shares are held by Churchill Sponsor XII LLC and will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination or earlier at the holder’s option. Up to 1,800,000 of these Class B shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Klein Michael Stuart, CHURCHILL SPONSOR XII LLC, M. Klein Associates, Inc.

Role See Remarks | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares, par value $0.0001 per share	--	--	--

Holdings After Transaction: Class B Ordinary Shares, par value $0.0001 per share — 13,800,000 contracts (Indirect, See Footnotes)

Footnotes (2)

1. F1. The reported shares of Churchill Capital Corp XII (the "Issuer") are directly held by Churchill Sponsor XII LLC (the "Sponsor") and include up to 1,800,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert into the Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294851). The Class B ordinary shares have no expiration date.
2. F2. Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor.

Key Figures

Indirect Class B holdings: 13,800,000 shares Shares subject to forfeiture: 1,800,000 shares Conversion ratio: 1-for-1 +1 more

4 metrics

Indirect Class B holdings 13,800,000 shares Class B ordinary shares held via Churchill Sponsor XII LLC

Shares subject to forfeiture 1,800,000 shares Class B shares forfeitable if underwriters’ over-allotment option is not fully exercised

Conversion ratio 1-for-1 Class B ordinary shares convert into Class A ordinary shares

Par value $0.0001 per share Par value of Class B and Class A ordinary shares

Key Terms

Class B Ordinary Shares, over-allotments, initial public offering, initial business combination, +2 more

6 terms

Class B Ordinary Shares financial

"The reported shares of Churchill Capital Corp XII are directly held by Churchill Sponsor XII LLC"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

over-allotments financial

"subject to forfeiture if the underwriters ... do not exercise in full an option ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

initial public offering financial

"if the underwriters of the Issuer's initial public offering do not exercise in full an option"

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.

initial business combination financial

"will automatically convert into the Class A ordinary shares ... at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Amended and Restated Memorandum And Articles of Association regulatory

"Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

Founder Shares financial

"subject to adjustment as described under the heading "Description of Securities--Founder Shares""

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Churchill Capital Corp XII (CXIIU) Form 3 filing show?

The Form 3 shows initial beneficial ownership of 13,800,000 Class B ordinary shares in Churchill Capital Corp XII, held indirectly through Churchill Sponsor XII LLC, with all Class B shares automatically convertible one-for-one into Class A shares upon the initial business combination.

How many Churchill Capital Corp XII Class B shares are subject to forfeiture?

The filing states that up to 1,800,000 Class B ordinary shares may be forfeited if the underwriters of Churchill Capital Corp XII’s initial public offering do not fully exercise their over-allotment option granted to cover additional demand.

How do Churchill Capital Corp XII Class B shares convert into Class A shares?

The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of Churchill Capital Corp XII’s initial business combination, or earlier at the holder’s option, subject to adjustments described in the company’s registration statement.

Who controls the Churchill Capital Corp XII sponsor holding these Class B shares?

The shares are directly held by Churchill Sponsor XII LLC. The filing explains that Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which serves as the managing member of the sponsor entity holding the Class B ordinary shares.

Do Churchill Capital Corp XII Class B ordinary shares have an expiration date?

According to the filing, the Class B ordinary shares have no expiration date. They remain outstanding and are designed to convert into Class A ordinary shares in connection with Churchill Capital Corp XII’s initial business combination or earlier, at the option of the holder.

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

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Accepted by SEC EDGAR 04/28/2026 - 10:28 AM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2026

3. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp XII [ CXIIU ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share	(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	13,800,000	(1)	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

1. Name and Address of Reporting Person^*

CHURCHILL SPONSOR XII LLC

(Last) (First) (Middle)

640 FIFTH AVENUE 12TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

M. Klein Associates, Inc.

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported shares of Churchill Capital Corp XII (the "Issuer") are directly held by Churchill Sponsor XII LLC (the "Sponsor") and include up to 1,800,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert into the Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294851). The Class B ordinary shares have no expiration date.

2. Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor.

Remarks:

Chief Executive Officer, President and Chairman of the Board of Directors

	/s/ Michael Klein	04/28/2026
	M. Klein Associates, Inc., By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person	04/28/2026
	Churchill Sponsor XII LLC, By: M. Klein Associates, Inc., its manager, By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person:	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)