$CXIIU

Churchill Capital Corp XII

CIK:0002114227|SEC Filings

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	6 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Jun. 30, 2026	Jun. 30, 2026
General and administrative expenses	$ 239,583	$ 284,380
Loss from operations	(239,583)	(284,380)
Other income:
Interest earned on marketable securities and cash held in Trust Account	2,522,490	2,522,490
Total other income	2,522,490	2,522,490
Net income	$ 2,282,907	$ 2,238,110
Class A Ordinary Shares
Other income:
Basic weighted average shares outstanding	28,445,055	14,301,105
Diluted weighted average shares outstanding	28,445,055	14,301,105
Basic net income per share	$ 0.05	$ 0.08
Diluted net income per share	$ 0.05	$ 0.08
Class B Ordinary Shares
Other income:
Basic weighted average shares outstanding	13,226,374	12,616,575
Diluted weighted average shares outstanding	13,800,000	13,800,000
Basic net income per share	$ 0.05	$ 0.08
Diluted net income per share	$ 0.05	$ 0.08

Unaudited Condensed Statement of Cash Flows	6 Months Ended
Unaudited Condensed Statement of Cash Flows	Jun. 30, 2026 USD ($)
Cash Flows from Operating Activities:
Net income	$ 2,238,110
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities and cash held in Trust Account	(2,522,490)
Prepaid expenses applied to general and administrative costs	4,503
Payment of general and administrative costs through promissory note – related party	58,670
Changes in operating assets and liabilities:
Prepaid expenses	(294,873)
LT prepaid insurance	(245,605)
Accrued expenses	3,561
Net cash used in operating activities	(758,124)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(414,000,000)
Net cash used in investing activities	(414,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Public Units, net of underwriting discounts paid	407,790,000
Proceeds from sale of Private Placement Units	3,500,000
Underwriters’ reimbursement	4,710,000
Repayment of IPO Promissory Note - related party	(285,138)
Payment of offering costs	(378,514)
Net cash provided by financing activities	415,336,348
Net Change in Cash	578,224
Cash – Beginning of period
Cash – End of period	578,224
Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued offering costs	75,000
Deferred offering costs paid through IPO Promissory Note – related party	146,965
Prepaid expenses applied to deferred offering costs	15,373
Prepaid expenses paid by Sponsor through the IPO Promissory Note – related party	75,000
Deferred Fee payable	$ 16,990,000

Condensed Balance Sheets - USD ($)

Jun. 30, 2026

Dec. 31, 2025

Current Assets

Cash

$ 578,224

Prepaid expenses

369,873

19,876

Total current assets

948,097

19,876

Prepaid insurance – long-term

245,605

Marketable securities and cash held in Trust Account

416,522,490

Total Assets

417,716,192

19,876

Current Liabilities

Accrued expenses

3,561

Accrued offering costs

75,000

IPO Promissory Note

4,503

Total current liabilities

78,561

4,503

Deferred underwriting fee payable

16,990,000

Total Liabilities

17,068,561

4,503

Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to possible redemption, 41,400,000 shares at a redemption value of $10.04 per share

415,522,490

Shareholders’ (Deficit) Equity

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital

23,620

Accumulated deficit

(14,876,274)

(9,627)

Total Shareholders’ (Deficit) Equity

(14,874,859)

15,373

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

417,716,192

19,876

Class A Ordinary Shares

Shareholders’ (Deficit) Equity

Ordinary Shares, value

Class B Ordinary Shares

Shareholders’ (Deficit) Equity

Ordinary Shares, value

^[1],[2]

$ 1,380

[1]

Includes up to 1,800,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriter. On April 29, 2026, the Underwriter exercised its Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 1,800,000 Class B Ordinary Shares are no longer subject to forfeiture (Notes 5 and 9).

[2]

On April 21, 2026, the Company issued, through a share capitalization, an additional 5,750,000 Class B Ordinary Shares to the Sponsor, and on April 23, 2026, the Sponsor surrendered, for cancellation and for no consideration, such 5,750,000 additional Class B Ordinary Shares, resulting in the Sponsor holding 11,500,000 Class B Ordinary Shares. On April 27, 2026, the Company issued, through a share recapitalization, an additional 2,300,000 Class B Ordinary Shares to the Sponsor, resulting in the Sponsor holding a total of 13,800,000 Class B Ordinary Shares. All share and per share amounts have been retroactively presented (Notes 5 and 9).