| Line Item | 2026-03-31 | Q/Q | Y/Y |
|---|---|---|---|
| SG&A Expense | $45K | — | — |
| Operating Income | -$45K | — | — |
| Net Income | -$45K | — | — |
| EPS (Basic) | $0.00 | — | — |
| EPS (Diluted) | $0.00 | — | — |
| Line Item | 2026-03-31 | Q/Q | Y/Y |
|---|---|---|---|
| Current Assets | $10K | -51.9% | — |
| Total Assets | $195K | +882.5% | — |
| Current Liabilities | $225K | +4890.3% | — |
| Total Liabilities | $225K | +4890.3% | — |
| Stockholders' Equity | -$29K | -291.4% | — |
Business Overview
Churchill Capital Corp XII is a newly formed Cayman Islands exempted company incorporated on September 30, 2025, established as a special purpose acquisition company (SPAC) to identify and complete a business combination with one or more target businesses. The company completed its initial public offering on April 29, 2026, raising gross proceeds of $414 million from the sale of 41.4 million Public Units, and simultaneously completed a private placement of 350,000 units for $3.5 million, with all proceeds held in a trust account pending identification of a business combination target. As of March 31, 2026, the company had not yet commenced operations or identified a specific business combination target.
Forward Guidance
The company states that it "will not generate any operating revenues until after the completion of its Business Combination, at the earliest" and that the Business Combination "must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account." The company notes it must complete the Business Combination "within the Combination Period" which extends to April 29, 2028 (or July 29, 2028 under specified conditions), and states "There is no assurance that the Company will be able to successfully effect a Business Combination."
Key Risk Factors
Key risks include the company's inability to complete a business combination within the 36-month Nasdaq requirement (by April 27, 2029), which would result in liquidation and return of trust proceeds to public shareholders; the company's dependence on identifying suitable business combination targets that meet the 80% fair market value threshold relative to trust account assets; potential dilution to public shareholders from sponsor founder shares and warrant exercises; and the company's limited operating history and lack of any specified industry focus for potential acquisitions, which creates uncertainty regarding management's ability to identify and execute an accretive business combination.