Sculptor entities report 2.3M shares in Churchill Capital XII (NYSE: CXIIU)

Rhea-AI Filing Summary

Churchill Capital Corp XII Schedule 13G: Sculptor-affiliated entities report beneficial ownership of 2,300,000 Class A Ordinary Shares, representing 5.56% of the class. The percentage is calculated using 41,400,000 Class A Ordinary shares outstanding as of April 29, 2026, per the issuer's 8-K. The filing attributes shared voting and shared dispositive power over the 2,300,000 shares to Sculptor and affiliated entities, and clarifies the ownership is held in managed accounts and funds described in the filing.

Key Figures

Beneficial ownership: 2,300,000 shares Percent of class: 5.56% Shares outstanding: 41,400,000 shares

3 metrics

Beneficial ownership 2,300,000 shares Amount beneficially owned reported on Schedule 13G

Percent of class 5.56% Calculated using 41,400,000 shares outstanding per issuer 8-K dated April 29, 2026

Shares outstanding 41,400,000 shares Shares outstanding used to compute percentage (as per issuer 8-K April 29, 2026)

Key Terms

Schedule 13G, beneficially owned, shared dispositive power

3 terms

Schedule 13G regulatory

"Sculptor-affiliated entities report beneficial ownership on Schedule 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned regulatory

"Amount beneficially owned: 2,300,000 (b) Percent of class: 5.56 %"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power regulatory

"Shared Dispositive Power 2,300,000.00 reported for the entities"

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Accepted by SEC EDGAR 05/04/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What stake does Sculptor report in Churchill Capital Corp XII (CXIIU)?

Sculptor reports beneficial ownership of 2,300,000 Class A Ordinary Shares, equal to 5.56% of the class. This percentage is calculated using 41,400,000 shares outstanding as of April 29, 2026, per the issuer's 8-K.

Which Sculptor entities are named on the Schedule 13G for CXIIU?

The filing lists multiple related entities: Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corporation, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. as described in the filing.

What voting and dispositive powers does Sculptor claim on the CXIIU shares?

The Schedule 13G reports 0 sole voting power and 2,300,000 shared voting power, and 0 sole dispositive power with 2,300,000 shared dispositive power over the Class A Ordinary Shares reported.

How was the 5.56% ownership percentage calculated in the filing?

The percentage uses an outstanding share base of 41,400,000 Class A Ordinary shares, cited from Churchill Capital Corp XII's 8-K filed April 29, 2026. The filing states Sculptor's calculation is based on that outstanding share count.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Churchill Capital Corp XII

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G2131M128

(CUSIP Number)

04/29/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G2131M128

1

Names of Reporting Persons

Sculptor Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.56 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital LP ("Sculptor"), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the "Accounts").

SCHEDULE 13G

CUSIP Number(s): G2131M128

1

Names of Reporting Persons

Sculptor Capital II LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.56 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital II LP ("Sculptor-II"), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Ordinary Shares reported in this Schedule 13G are held in the Account(s) managed by Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP Number(s): G2131M128

1

Names of Reporting Persons

Sculptor Capital Holding Corp

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding Corporation ("SCHC"), a Delaware corporation, serves as the general partner of Sculptor.

SCHEDULE 13G

CUSIP Number(s): G2131M128

1

Names of Reporting Persons

Sculptor Capital Holding II LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding II LLC ("SCHC-II"), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

SCHEDULE 13G

CUSIP Number(s): G2131M128

1

Names of Reporting Persons

Sculptor Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Management, Inc. ("SCU"), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP Number(s): G2131M128

1

Names of Reporting Persons

Sculptor Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,300,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Master Fund, Ltd. ("SCMF") is a Cayman Islands company. Sculptor is the investment adviser to SCMF.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Churchill Capital Corp XII
(b)	Address of issuer's principal executive offices: 640 FIFTH AVENUE 12TH FLOOR, NEW YORK, NY, 10019
Item 2.
(a)	Name of person filing: Sculptor Capital LP
(b)	Address or principal business office or, if none, residence: 9 West 57th Street, 40th Floor, New York, NY 10019
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP Number(s): G2131M128
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,300,000
(b)	Percent of class: 5.56 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,300,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,300,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Ordinary Shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Ordinary Shares reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed a beneficial owner of the Ordinary Shares reported herein. In accordance with SEC Release No. 34-39538 (January 12, 1998) (the "Release"), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of Sculptor Capital LP and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with the Release. The percentages reported in this Schedule 13G have been calculated based on 41,400,000 Class A Ordinary shares outstanding, as set forth in the Issuer's 8-K filed April 29th, 2026.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Item 6
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sculptor Capital LP

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	05/04/2026

Sculptor Capital II LP

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	05/04/2026

Sculptor Capital Holding Corp

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	05/04/2026

Sculptor Capital Holding II LLC

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	05/04/2026

Sculptor Capital Management, Inc.

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	05/04/2026

Sculptor Master Fund, Ltd.

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	05/04/2026