CXII Churchill Capital Corp XII

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Executive Summary

Churchill Capital Corp XII completed its initial public offering of 36,000,000 units at $10.00 per unit, raising $360,000,000 in gross proceeds (before underwriting discounts and expenses), with an over-allotment option for up to 5,400,000 additional units. The proceeds are held in trust for a future business combination, subject to the terms of the amended charter.

Key Financial Metrics

Actionable Insight

Key Facts

• 36,000,000 units sold at $10.00 per unit, each consisting of one Class A ordinary share and one-tenth of one warrant
• Gross proceeds of $360,000,000 from the base offering, with over-allotment option for up to 5,400,000 additional units
• Underwriter: Citigroup Global Markets Inc.; purchase price per unit: $9.85
• Deferred underwriting discount of $0.35 per unit ($12,600,000 total) payable only upon completion of a business combination
• Sponsor purchased 350,000 Private Placement Units at $10.00 each, and holds 13,800,000 Founder Shares (Class B)
• Warrants have an exercise price of $11.50 per share, exercisable 30 days after a business combination, expiring 5 years thereafter
• Amended and restated memorandum and articles of association adopted, including business combination requirements and redemption rights

Financial Impact

IPO raises $360M in gross proceeds (before expenses) for a blank-check company with no operating history

Risk Factors

• Failure to complete a business combination within 24 months (27 months if a letter of intent is signed) would result in liquidation and redemption of public shares at trust value
• Warrants may have no value if the stock price does not exceed $11.50 per share after a business combination
• Potential dilution from Founder Shares and Private Placement Units

Documents Analyzed

This report is based on 3 SEC documents filed with EDGAR.

US Market Status