Sponsor reports 13.8M Class B shares in Churchill Capital Corp XII (CXIIU)
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.
Positive
- None.
Negative
- None.
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 shares (Indirect, See Footnotes)
Footnotes (2)
- 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.
- 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
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.