Press Releases April 27, 2026 06:59 PM

Churchill Capital Corp XII Announces the Pricing of Upsized $360 Million Initial Public Offering

Churchill Capital Corp XII prices upsized $360 million IPO on Nasdaq

By Derek Hwang
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CXIIU

Churchill Capital Corp XII announced the pricing of its upsized initial public offering of 36 million units at $10.00 per unit, totaling $360 million. The units will trade on Nasdaq under the ticker CXIIU, with plans for separate trading of Class A shares (CXII) and warrants (CXIIW) after the offering closes on April 29, 2026. Founded by Michael Klein, the SPAC seeks to merge with or acquire businesses across any industry using the IPO proceeds. Citigroup acts as sole book-running manager, with an overallotment option for up to 5.4 million additional units.

Churchill Capital Corp XII Announces the Pricing of Upsized $360 Million Initial Public Offering
CXIIU
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Key Points

  • The IPO raised $360 million through 36 million units priced at $10 each, aiming to provide capital for future acquisitions or mergers.
  • Units include Class A shares and redeemable warrants, offering investors potential upside from warrant exercises at $11.50.
  • The company is a special purpose acquisition company (SPAC) with a flexible mandate to pursue a business combination in any sector.

NEW YORK, April 27, 2026 (GLOBE NEWSWIRE) -- Churchill Capital Corp XII (the “Company”) announced the pricing of its upsized initial public offering of 36,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “CXIIU” commencing today. Each unit consists of one Class A ordinary share of the Company and one-tenth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “CXII” and “CXIIW,” respectively. The offering is expected to close on April 29, 2026, subject to customary closing conditions. 

Churchill Capital Corp XII was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company, LLC. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.

Citigroup is acting as sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 5,400,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus, copies of which may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146), or by accessing the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

A registration statement relating to these securities has been declared effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contact:  
Churchill Capital Corp XII
info@churchillcapitalcorp.com 
212-380-7500


Risks

  • Completion of the IPO is subject to customary closing conditions and is not guaranteed, which could delay or derail the transaction.
  • As a SPAC, the company’s future value depends heavily on identifying and consummating a profitable business combination, which is uncertain.
  • Forward-looking statements indicate risk of changes in market conditions or regulatory compliance affecting the offering and subsequent business combinations.

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