CXII
Industry:
Capital Markets

DESCRIPTION

Churchill Capital Corp XII is a blank-check SPAC that raised $300M through an IPO at $10.00/share, with proceeds held in trust until the company completes an acquisition or liquidates. Churchill XII has no operations, no revenue, and no identified acquisition target. Its sole purpose is to identify and merge with a private company, taking it public in the process. Management has 24 months from closing to complete a deal, with a possible 27-month extension. Churchill XII is the twelfth SPAC in the Churchill Capital series, led by Michael Klein of M. Klein and Company. Prior Churchill SPACs have completed deals with companies including Clarivate, Skillsoft, MultiPlan, Lucid Group, and Oklo, while three were liquidated without completing a transaction. The sponsor's economics are built around founder shares — 11.5M Class B shares acquired for $25,000 that convert to Class A shares representing 25% of total shares at deal close, creating a strong financial incentive to complete a transaction. Public shareholders invest at $10/share and can redeem at roughly that price plus trust interest at any shareholder vote, giving them downside protection but leaving them exposed to dilution from founder share conversion and warrant exercise upon a deal closing. Churchill XII runs concurrently with Churchill IX and Churchill XI, both also searching for targets, with no contractual rules governing how deals are allocated among the three vehicles.

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