Churchill Capital Corp XII 8-K

What Happened
Churchill Capital Corp XII announced it consummated its initial public offering on April 29, 2026, selling 41,400,000 units at $10.00 per unit for gross proceeds of $414,000,000. Each Unit consists of one Class A ordinary share and one-tenth of one redeemable warrant (a full Warrant exercisable to buy one share at $11.50). The underwriter’s over-allotment option was fully exercised for 5,400,000 Units.

Key Details

• IPO size: 41,400,000 Units at $10.00 each; gross proceeds $414,000,000.
• Over-allotment: 5,400,000 Units issued on full exercise of the underwriter’s option.
• Private Placement: 350,000 units sold to Churchill Sponsor XII LLC at $10.00 each (gross $3,500,000).
• Trust account: $414,000,000 was deposited in a U.S.-based trust maintained by Continental Stock Transfer & Trust Company; this includes $412,500,000 of net IPO proceeds (which may reflect up to $15,490,000 of the underwriter’s deferred discount) and $1,500,000 of Private Placement proceeds.
• An audited balance sheet as of April 29, 2026 reflecting these proceeds is filed as Exhibit 99.1.

Why It Matters
For investors, this filing confirms the company has completed its IPO and placed the offering proceeds in a trust account. Those funds are typically intended to be used for identifying and completing a business combination (or returned to public shareholders if no combination occurs), and the warrants and potential dilution should be noted—each whole warrant can convert into one share at $11.50. The placement of proceeds and disclosure of underwriter discounts are key facts affecting the cash available for future transactions.