Churchill Capital Corp XII
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
CXII$10.35-0.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-06-09.
0001213900-26-066791
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001213900-26-088482
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 51 previous paragraphs and 48 current paragraphs.
30 unchanged; 11 reworded; 6 added; 9 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
On July 13, 2026, the Board appointed Paul Lapping as a member of the Board. The Board also appointed Mr. Lapping to serve as a member of the Compensation Committee of the Board and as the Chairperson of the Audit Committee of the Board, replacing William Sherman, who had served as the interim chairperson of the Audit Committee. Mr. Sherman continues to serve as a member of the Audit Committee. Mr. Lapping will serve as a member of the first class of directors, which term expires at our first annual general meeting.
Current report
On July 14, 2026, we entered into a director agreement with each of Mr. Sherman and Mr. Lapping, pursuant to which, in connection with each director’s continuing service as a director of the Company, we agreed to pay each director cash compensation of $75,000 per annum, beginning on August 1, 2026.
Current report
For the six months ended June 30, 2026, we had a net income of $2,238,110 which consisted of interest earned on marketable securities and cash held in Trust Account of $2,522,490 and offset by general and administrative expenses of $284,380.
Current report
For the six months ended June 30, 2026, cash used in operating activities was $758,124. Net income of $2,238,110 was affected by interest earned on cash and marketable securities held in the Trust Account of $2,522,490, prepaid expenses applied to general and administrative costs of $4,503 and payment of general and administrative expenses through promissory note – related party of $58,670. Changes in operating assets and liabilities used $536,917 of cash for operating activities.
Current report
Additionally, to fund working capital, the Company has Permitted Withdrawals available up to an annual limit of $1,000,000 for working capital. These Permitted Withdrawals are limited to only the interest available that has been earned in excess of the initial deposit into the Trust Account at the Initial Public Offering. For the six months ended June 30, 2026, the Company did not withdraw any amounts from the Trust Account for working capital purposes. As of June 30, 2026 the Company had $1,000,000 available for Permitted Withdrawals for working capital for the period from April 29, 2026 until April 29, 2027, which is the 1-year anniversary of the Initial Public Offering.
Current report
Registration Rights
Removed paragraphs (9)
Previous report
On April 21, 2026, we issued, through a share recapitalization, 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, we 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 in the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements.”
Previous report
We agreed that, commencing on April 28, 2026 through the earlier of our consummation of the initial Business Combination or our liquidation, to reimburse an affiliate in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support, pursuant to the Administrative Support Agreement.
Previous report
On April 29, 2026, we consummated the Initial Public Offering of 41,400,000 Public Units, which includes the full exercise of the Over-Allotment Option of 5,400,000 Option Units, at $10.00 per Public Unit, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 350,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in the Private Placement to the Sponsor, generating gross proceeds of $3,500,000.
Previous report
On April 29, 2026, we repaid the total outstanding balance of the IPO Promissory Note amounting to $285,138. Borrowings under the IPO Promissory Note are no longer available.
Previous report
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Previous report
As of March 31, 2026 and December 31, 2025, the Underwriting Agreement had not been executed.
Previous report
Registration Rights Agreement
Previous report
As of March 31, 2026 and December 31, 2025, the Registration Rights Agreement had not been executed.
Previous report
As of March 31, 2026 and December 31, 2025, the Letter Agreement had not been executed.
Reworded paragraphs (11)
Previous wording
For the three months ended March 31, 2026, we had a net loss of $44,797, which consisted of general and administrative expenses.
Current wording
For the three months ended June 30, 2026, we had a net income of $2,282,907 which consisted of interest earned on marketable securities and cash held in Trust Account of $2,522,490 and offset by general and administrative expenses of $239,583.
Previous wording
Our liquidity needs through March 31, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account. As of March 31, 2026, we had no cash and a working capital deficit of $215,162.
Current wording
Our liquidity needs through April 29, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.
Previous wording
Subsequent to the period covered by this Quarterly Report, following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $414,000,000 was placed in the Trust Account. We incurred fees of $19,105,852, consisting of $1,500,000 of cash underwriting fee (net of $4,710,000 of Underwriter’s reimbursement), $16,990,000 of the Deferred Fee, and $615,852 of other offering costs
Current wording
Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $414,000,000 was placed in the Trust Account. We incurred fees of $19,105,852 in the Initial Public Offering, consisting of $1,500,000 of cash underwriting fee (net of $4,710,000 of Underwriter’s reimbursement), the Deferred Fee of $16,990,000 and $615,852 of other offering costs.
Previous wording
We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any Permitted Withdrawals and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $416,522,490 (including approximately $2,522,490 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account for Permitted Withdrawals. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any Permitted Withdrawals and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of June 30, 2026, we had cash of $578,224. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
Prior to the completion of the Initial Public Offering, the Private Placement and the full exercise of the Over-Allotment Option, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the accompanying unaudited condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” subsequent to the period covered by this Quarterly Report, the Company has completed the Initial Public Offering, Private Placement and the full exercise of the Over-Allotment Option, and the capital in excess of the funds deposited in Trust Account and used to fund offering expenses was released to the Company for general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Combination Period to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited condensed financial statements.
Current wording
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the duration of the Combination Period to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited condensed financial statements.
Previous wording
Prior to the closing of our Initial Public Offering, the Sponsor agreed to loan us an aggregate of up to $600,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2026, or the completion of our Initial Public Offering. As of March 31, 2026 and December 31, 2025, we had outstanding borrowings of $70,047 and $4,503, respectively, under the IPO Promissory Note. The loan of $285,138 was fully repaid upon the consummation of our Initial Public Offering on April 29, 2026. No additional borrowing is available under the IPO Promissory Note.
Current wording
Prior to the closing of our Initial Public Offering, the Sponsor agreed to loan us an aggregate of up to $600,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2026, or the completion of our Initial Public Offering. As of June 30, 2026 and December 31, 2025, we had outstanding borrowings of $0 and $4,503, respectively, under the IPO Promissory Note. The loan of $285,138 was fully repaid upon the consummation of our Initial Public Offering on April 29, 2026. No additional borrowing is available under the IPO Promissory Note.
Previous wording
Commencing on April 28, 2026, and until the completion of our Business Combination or liquidation, we reimburse the managing member of our Sponsor $30,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement. As of March 31, 2026 and December 31, 2025, the Administrative Support Agreement had not been executed and no amounts were incurred under the Administrative Support Agreement.
Current wording
Commencing on April 28, 2026, and until the completion of our Business Combination or liquidation, we reimburse the managing member of our Sponsor $30,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three and six months ended June 30, 2026, the Company incurred and paid $60,000 under this agreement.
Previous wording
We granted the Underwriter 45-day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 Option Units to cover over-allotments, if any. On April 29, 2026, the Underwriter fully exercised its Over-Allotment Option at a price of $10.00 per Option Unit.
Current wording
The Company granted the Underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 Option Units to cover over-allotments, if any. On April 29, 2026, the Underwriter fully exercised its Over-Allotment Option at a price of $10.00 per Option Unit.
Previous wording
Additionally, the Underwriter is entitled to the Deferred Fee of $16,990,000 in the aggregate, of which (x) $15,490,000 has been placed in the Trust Account and will be payable to the Underwriter at the consummation of an initial Business Combination and (y) $1,500,000 will be payable to the Underwriter from funds available outside the Trust Account upon the announcement of the execution of a definitive agreement related to the Company’s entry into an initial Business Combination.
Current wording
Additionally, the Underwriter is entitled to the Deferred Fee of $16,990,000 in the aggregate, of which (x) $14,490,000 has been placed in the Trust Account; (y) $1,500,000 will be payable to the Underwriter from funds available outside the Trust Account upon the announcement of the execution of a definitive agreement related to the Company’s entry into an initial Business Combination; and (z) $1,000,000 will be payable to the Underwriter at the consummation of an initial Business Combination.
Previous wording
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of March 31, 2026 and December 31, 2025, we did not have any critical accounting estimates to be disclosed.
Current wording
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026 and December 31, 2025, we did not have any critical accounting estimates to be disclosed other than the initial fair value of the Warrants at IPO.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under any Working Capital Loans.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On April 29, 2026, in connection with the closing of the Initial Public Offering, the Underwriter was entitled to a cash underwriting discount of $0.15 per Unit, or $6,210,000 in the aggregate, which was paid to the Underwriter upon the closing of the Initial Public Offering. The Underwriter paid us an aggregate amount of $4,710,000 at the closing of the Initial Public Offering as reimbursement to us for certain of its expenses and fees incurred in connection with the Initial Public Offering. Additionally, the Underwriter is entitled to the Deferred Fee of $16,990,000 in the aggregate, of which (x) $15,490,000 has been placed in the Trust Account and will be payable to the Underwriter at the consummation of an initial Business Combination and (y) $1,500,000 will be payable to the Underwriter from funds available outside the Trust Account upon the announcement of the execution of a definitive agreement related to the Company’s entry into an initial Business Combination.