{"url_path":"/sec/cxii/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/2114227/0001213900-26-066791-index.html","accession_number":"0001213900-26-066791","cik":"0002114227","ticker":"CXII","issuer_name":"Churchill Capital Corp XII","edgar_url":"https://www.sec.gov/Archives/edgar/data/2114227/0001213900-26-066791-index.html","primary_entity_key":"0002114227","primary_entity_name":"Churchill Capital Corp XII"},"word_count":745,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.**\n\n \n\n**Unregistered Sales\nof Equity Securities**\n\n \n\nThere\nwere no sales of unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing\nof the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of an aggregate of\n350,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating\ngross proceeds to us of $3,500,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying\nsecurities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with\nrespect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section\n4(a)(2) of the Securities Act.\n\n** **\n\n**Use of Proceeds**\n\n \n\nThere\nwere no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered\nby this Report. However, on April 29, 2026, we consummated our Initial Public Offering of 41,400,000 Public Units, including 5,400,000\nOption Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-tenth\nof one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $414,000,000.\nCitigroup Global Markets Inc. acted as the book-running manager and the underwriter of the Initial Public Offering.\n\n \n\nOn\nApril 29, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement,\nwe completed the sale of an aggregate of 350,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of\n$10.00 per Private Placement Unit, generating gross proceeds to us of $3,500,000. The Private Placement Units (and underlying securities)\nare identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.\n\n \n\nFollowing\nthe closing of the Initial Public Offering and Private Placement on April 29, 2026, a total of $414,000,000 comprised of $412,500,000\nof the proceeds from the Initial Public Offering (which amount includes up to $15,490,000 of the Deferred Fee) and $1,500,000 of the proceeds\nfrom the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in\nthe Trust Account may be invested by Continental, as trustee, solely (i) in U.S. government securities, within the meaning set forth in\nSection 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds\nitself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of\nthe Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered\ncommercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until\nthe earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described elsewhere in\nthis Report. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which\nrisk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing\nassessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments\nheld in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account\nat a bank.\n\n \n\n22\n\n \n\n \n\nThe\nremaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are\nbeing used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\n \n\nThere\nhas been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described\nin the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\n**Purchases of Equity Securities by the Issuer\nand Affiliated Purchasers**\n\n** **\n\nThere\nwere no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report."}