Churchill Capital Corp XII

424B4 priced

Churchill Capital Corp XII, a blank check company, is conducting an IPO of 36,000,000 units at $10.00 each, consisting of Class A shares and warrants. The company aims to complete a business combination within 24 months (extendable to 27 months under certain conditions) and provides redemption rights for public shareholders. The sponsor has committed to a private placement of 350,000 units, and the offering includes anti-dilution provisions and potential material dilution from warrants and founder shares.

EFFECT effective

Churchill Capital Corp XII's S-1 registration statement became effective on April 27, 2026. The filing represents the company's initial public offering (IPO) registration, transitioning from a preliminary prospectus (CERT) to a final offering statement. The document confirms the effectiveness of the IPO process but lacks detailed narrative content in the provided text.

CERT inactive

The current filing (CERT) by Churchill Capital Corp XII relates to the registration of securities, building on the previous 8-A12B form. The filing outlines the registration of units, Class A ordinary shares, and warrants, referencing the prospectus from the S-1 registration statement. The focus remains on compliance with SEC regulations for securities listing on Nasdaq.

8-A12B effective

Churchill Capital Corp XII filed Form 8-A12B to register units, Class A ordinary shares, and warrants under Section 12(b) of the Securities Exchange Act. The filing incorporates by reference the prospectus from its prior S-1/A registration statement, which outlined the structure of the securities, including units consisting of Class A shares and redeemable warrants. The registration is effective for listing on The Nasdaq Stock Market LLC, with no exhibits required as the securities are not registered under Section 12(g).

S-1/A amended

Price $10.00 · 30,000,000 shares · Gross proceeds $300,000,000

Churchill Capital Corp XII, a Cayman Islands exempted blank check company, is conducting an IPO to raise $300 million through the issuance of 30 million units. Each unit includes one Class A ordinary share and a tenth of a warrant. The company aims to complete a business combination within 24 months (extendable to 27 months) but has not yet identified a target. Shareholders have redemption rights for Class A shares upon completion of a business combination, and the sponsor has committed to a private placement of 350,000 units. The filing emphasizes risks related to dilution, liquidity, and the uncertainty of identifying a suitable business combination.

S-1 filed

Price $10.00 · 30,000,000 shares · Gross proceeds $300,000,000

Churchill Capital Corp XII, a Cayman Islands exempted blank check company, is conducting an IPO to raise $300 million through the sale of 30 million units. Each unit includes one Class A share and a 1/10 warrant. The company aims to complete a business combination within 24 months (extendable to 27 months under certain conditions) but has not yet identified a target. Public shareholders may redeem shares upon completion of a business combination, with redemption proceeds tied to trust account balances. The sponsor, Churchill Sponsor XII LLC, holds significant equity and voting control through Class B shares, which convert to Class A shares upon a business combination. Warrants and private placement units may cause dilution for public shareholders.