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Churchill Capital Corp XII is registering 30,000,000 units in a $300,000,000 initial public offering, with each $10.00 unit consisting of one Class A ordinary share and one-tenth of a warrant. All IPO proceeds, plus $3,500,000 from 350,000 private placement units bought by the sponsor, will go into a U.S. trust account at $10.00 per unit.
The SPAC has a 24‑month completion window, extendable to 27 months if a business combination agreement is signed within 24 months. Public shareholders can redeem their Class A shares for their pro rata cash in the trust upon a business combination, extensions, or liquidation, subject to certain limits, including a 15% cap on redemptions by any shareholder group without consent.
The sponsor holds 11,500,000 Class B founder shares purchased for $25,000, which will convert into Class A shares and are structured to represent 25% of ordinary shares at closing of a business combination, subject to anti‑dilution adjustments. This structure, along with private placement warrants and potential working capital loan conversions, may cause immediate and potentially material dilution to public shareholders and creates economic incentives and conflicts of interest for the sponsor and management.