• Business Combination: The company's primary activity is to identify and complete a merger, acquisition, or similar business combination with one or more target operating businesses.

Michael Klein, Chairman and CEO, President

Michael Klein has served as Churchill Capital Corp XII's Chief Executive Officer, President, and Chairman of its Board of Directors since inception. He is also the CEO, President, and Chairman of the Board of Directors for Churchill Capital Corp IX (Nasdaq: CCIX) and Churchill Capital Corp XI (Nasdaq: CCXI), both blank check companies. Previously, Mr. Klein was the CEO, President, and Chairman of the Board of Directors of Churchill Capital Corp X (Nasdaq: CCCX), which completed a business combination with Infleqtion (NYSE: INFQ) in February 2026. Mr. Klein is the founder and Managing Partner of M. Klein and Company, a global strategic advisory firm he established in 2012, which has advised on transactions exceeding $1 trillion. He has led the creation of seven NYSE-listed companies, including Clarivate, MultiPlan, Skillsoft, and four Churchill entities, valued at over $35 billion. His career spans more than 35 years, including over two decades at Citi and its predecessors, where he focused on strategic advisory transactions. Prior Churchill vehicles under his leadership have backed deals such as MultiPlan and Lucid Motors.

Lee Jay Taragin, Chief Financial Officer

Jay Taragin has served as Churchill Capital Corp XII's Chief Financial Officer since its inception. He also holds the position of CFO at M. Klein and Company, which he joined in May 2019. Mr. Taragin is the CFO of Churchill Capital Corp IX (Nasdaq: CCIX) and Churchill Capital Corp XI (Nasdaq: CCXI), which are blank check companies. He also served as the CFO of Churchill Capital Corp X (Nasdaq: CCCX), a blank check company that completed its business combination with Infleqtion (NYSE: INFQ) in February 2026.

Paul D. Lapping, Director

Paul D. Lapping was appointed as a director of Churchill Capital Corp XII on July 13, 2026, and serves as the chairperson of the Audit Committee and a member of the compensation committee. He founded Jakal Investments, LLC, a private investment firm, in 2005 and has managed Green Pastures Management, LLC since April 2015. Mr. Lapping has extensive SPAC board and executive experience, including serving as a director for Churchill Capital Corp IX, Churchill Capital Corp XI, and Churchill Capital Corp X. He previously served as Chief Financial Officer, Treasurer, Secretary, and a director for 57th Street General Acquisition Corp. and Alternative Asset Management Acquisition Corp., both SPACs. From 1995 to 2003, he was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships. Earlier in his career, he worked with Golder, Thoma and Cressey, a private equity firm.

William M. Sherman, Independent Director

William M. Sherman serves as an Independent Director for Churchill Capital Corp XII. He is also a member of the Audit Committee.

The public company Churchill Capital Corp XII (symbol: CXII) is a Special Purpose Acquisition Company (SPAC) incorporated in 2025, focused on identifying and combining with one or more businesses. As such, its key risks are primarily tied to its ability to successfully execute this core objective.

1. Inability to Complete a Business Combination: The most significant risk for Churchill Capital Corp XII is the potential failure to complete a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination within the designated timeframe. If the company does not identify and finalize a suitable acquisition, it will be forced to liquidate, returning the trust account proceeds to public shareholders.
2. Challenges in Identifying and Acquiring a Suitable Target: Churchill Capital Corp XII faces challenges in identifying an attractive target company and successfully negotiating a business combination. This process requires extensive due diligence and occurs within a competitive market among numerous other SPACs seeking high-quality targets. Delays or the inability to secure a desirable target could impede the company's ability to achieve its objective.
3. Risk of Poor Performance of the Combined Company Post-Merger and Dilution: Even if Churchill Capital Corp XII successfully completes a business combination, there is a risk that the acquired company may not perform as anticipated, potentially due to overvaluation or a lack of readiness to operate as a public entity. Additionally, existing shareholders may experience dilution from new shares issued during the de-SPAC transaction or from warrants.

The primary business of Churchill Capital XII (CXII) is to identify and acquire a private company, effectively taking it public through a merger. As a Special Purpose Acquisition Company (SPAC), its "business model" is the facilitation of this acquisition process rather than the sale of a specific product or service. Therefore, its clear emerging threats relate to the viability of the SPAC mechanism itself and the market in which it operates.

Clear emerging threats for Churchill Capital XII include:

1. Declining investor confidence and increased redemption rates: A significant and ongoing trend in the SPAC market has been a decrease in investor appetite for de-SPAC transactions, leading to high redemption rates. Shareholders frequently choose to redeem their shares for cash rather than participate in the merger, which significantly reduces the capital available to the target company and can jeopardize or even terminate potential deals. This directly threatens CXII's ability to raise and retain the necessary capital to complete a successful business combination.
2. Heightened regulatory scrutiny and potential for more restrictive rules: Regulatory bodies, particularly the U.S. Securities and Exchange Commission (SEC), have increased their focus on SPACs, leading to proposals for stricter disclosure requirements, heightened liability standards for sponsors and target companies, and more complex accounting treatments. This ongoing trend can make the SPAC process more costly, time-consuming, and less attractive for both SPAC sponsors and potential target companies, thereby threatening the overall viability and efficiency of the SPAC model.

Churchill Capital Corp XII (CXII) is a Special Purpose Acquisition Company (SPAC) that completed its initial public offering in April 2026 and is currently in the process of identifying and acquiring a target business. As a blank check company, it has not yet commenced operations or generated traditional revenue. Therefore, the expected drivers of future revenue growth for Churchill Capital XII over the next 2-3 years are intrinsically linked to its ability to successfully complete a business combination and the subsequent performance of the acquired operating company.

The key expected drivers of future revenue growth for Churchill Capital XII are:

1. Successful completion of a business combination with a high-growth operating company. The primary driver of future revenue for Churchill Capital XII will be its ability to identify, acquire, and merge with a promising business. This merger will transition CXII from a non-operating shell company into an operational entity with inherent revenue-generating capabilities, and the growth trajectory of the acquired business will directly determine the combined entity's revenue growth.
2. Strategic expansion of the acquired target's customer base. Following a successful business combination, the capital raised by the SPAC, approximately $414 million in its trust account, can be leveraged to significantly invest in sales and marketing efforts. This investment is expected to accelerate customer acquisition, penetrate new market segments, and expand the overall customer footprint of the acquired operating company, thereby driving revenue growth for the combined entity.
3. Launch of new products or services by the acquired entity. The capital infusion from the SPAC merger is anticipated to enable the acquired company to increase its investment in research and development. This will facilitate the introduction of innovative new products or services, creating incremental revenue streams and expanding the market opportunities for the post-merger business.
4. Geographic expansion and entry into new markets by the combined business. The public market access and financial backing provided by the SPAC transaction can empower the acquired company to pursue aggressive domestic or international market expansion. This strategic move would involve introducing its existing successful products or services to new regions and customer demographics, contributing substantially to future revenue growth.

Share Issuance

• Churchill Capital Corp XII completed its initial public offering on April 29, 2026, issuing 41,400,000 units at $10.00 per unit, which generated gross proceeds of $414,000,000.
• Concurrently with the IPO, the sponsor purchased 350,000 private placement units for $3,500,000.
• On April 27, 2026, the company issued an additional 2,300,000 Class B Ordinary Shares to the Sponsor through a share recapitalization, resulting in the Sponsor holding a total of 13,800,000 Class B Ordinary Shares.

Inbound Investments

• The initial public offering in April 2026 raised $414,000,000 in gross proceeds, which was placed into a U.S. trust account.
• A private placement of units to the sponsor generated $3,500,000 in investment.