Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander reported shared beneficial ownership of 2,000,000 Class A Ordinary Shares of Churchill Capital Corp XII. The filing shows those shares represent 4.8% of the class and notes the reporting persons acquired beneficial ownership of more than 5% on April 28, 2026 but ceased to be beneficial owners of more than 5% by the date of this filing. The Schedule 13G is submitted jointly and includes a Joint Filing Agreement dated May 4, 2026.
Positive
None.
Negative
None.
Insights
Joint filing reports a 2,000,000-share position equal to 4.8% of the class.
The filing identifies shared voting and dispositive power over 2,000,000 shares held through entities under Millennium's control. It emphasizes group attribution via a Joint Filing Agreement dated May 4, 2026, clarifying coordinated reporting rather than an admission of sole beneficial ownership.
Timing notes that a >5% threshold was crossed on April 28, 2026 and resolved prior to this filing; subsequent filings would show any material changes.
The Schedule 13G follows joint-filer procedures and discloses shared control.
The cover-page fields list shared voting power 2,000,000 and shared dispositive power 2,000,000, with a reported 4.8% stake. The statement clarifies that the holders disclaim construing these facts as an admission of beneficial ownership.
Investors seeking changes in ownership concentration should consult subsequent Section 13 filings for updates.
Key Figures
Shares reported:2,000,000 sharesPercent of class:4.8%Date crossed 5% threshold:April 28, 2026+1 more
4 metrics
Shares reported2,000,000 sharesShared voting and dispositive power as listed on cover page
Percent of class4.8%Percent of Class A Ordinary Shares reported on cover page
Date crossed 5% thresholdApril 28, 2026Item 4 states acquisition of >5% occurred on this date
"After acquiring beneficial ownership of more than 5% of the outstanding Class A Ordinary Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive powerregulatory
"Shared Dispositive Power 2,000,000.00"
Joint Filing Agreementlegal
"Exhibit I: Joint Filing Agreement, dated as of May 4, 2026"
What stake does Millennium report in Churchill Capital Corp XII (CXIIU)?
The joint filing reports shared beneficial ownership of 2,000,000 Class A Ordinary Shares, representing 4.8% of the class as stated on the cover page.
When did the reporting persons exceed 5% ownership in CXIIU?
The filing states they acquired beneficial ownership of more than 5% on April 28, 2026, per the Item 4 disclosure in the Schedule 13G.
Do the filers claim sole beneficial ownership of the CXIIU shares?
No. The filing explains the shares are held by entities subject to voting control and investment discretion and expressly says this should not be construed as an admission of sole beneficial ownership.
What agreement governs the joint filing for CXIIU?
The Schedule 13G includes a Joint Filing Agreement dated May 4, 2026 among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
How much voting and dispositive power is reported for the group in CXIIU?
The cover-page entries list shared voting power 2,000,000 and shared dispositive power 2,000,000 for the reporting group.
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)
04/28/2026
(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
Millennium Management 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
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
4.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G2131M128
1
Names of Reporting Persons
Millennium Group Management 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
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
4.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G2131M128
1
Names of Reporting Persons
Israel A. Englander
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
4.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Churchill Capital Corp XII
(b)
Address of issuer's principal executive offices:
640 Fifth Avenue, 14th Floor, New York, New York 10019
Item 2.
(a)
Name of person filing:
Millennium Management LLC
Millennium Group Management LLC
Israel A. Englander
(b)
Address or principal business office or, if none, residence:
Millennium Management LLC
399 Park Avenue
New York, New York 10022
Millennium Group Management LLC
399 Park Avenue
New York, New York 10022
Israel A. Englander
c/o Millennium Management LLC
399 Park Avenue
New York, New York 10022
(c)
Citizenship:
Millennium Management LLC - Delaware
Millennium Group Management LLC - Delaware
Israel A. Englander - United States
(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:
See response to Item 9 on each cover page.
After acquiring beneficial ownership of more than 5% of the outstanding Class A Ordinary Shares on April 28, 2026, the reporting persons ceased to be beneficial owners of more than 5% of the outstanding Class A Ordinary Shares by the date of this filing.
(b)
Percent of class:
See response to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page.
The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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 Exhibit I
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.
Millennium Management LLC
Signature:
/s/ Gil Raviv
Name/Title:
Gil Raviv, Global General Counsel
Date:
05/04/2026
Millennium Group Management LLC
Signature:
/s/ Gil Raviv
Name/Title:
Gil Raviv, Global General Counsel
Date:
05/04/2026
Israel A. Englander
Signature:
/s/ Israel A. Englander
Name/Title:
Israel A. Englander
Date:
05/04/2026
Exhibit Information
Exhibit I: Joint Filing Agreement, dated as of May 4, 2026, by and among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
