Churchill Capital Corp XII-A 2026年季度报告

FORM 10-Q For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-43247 Not Applicable(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of August 12, 2026, there were 41,750,000 Class A Ordinary Shares, par value $0.0001 per share, and 13,800,000 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. CHURCHILL CAPITAL CORP XII FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 20262Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months EndedJune 30, 20263Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 20264Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.19Item 3.Quantitative and Qualitative Disclosures About Market Risk.24Item 4.Controls and Procedures.24PART II – OTHER INFORMATION25Item 1.Legal Proceedings.25Item 1A.Risk Factors.25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.26Item 3.Defaults Upon Senior Securities.27Item 4.Mine Safety Disclosures.27Item 5.Other Information.27Item 6.Exhibits.27SIGNATURES28 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“Administrative Support Agreement” are to the Administrative Support Agreement, dated April 27, 2026, which we enteredinto with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently ineffect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) toApril 29, 2028 (or July 29, 2028 if we have executed a letter of intent, agreement in principle or definitive agreement for aninitial Business Combination by April 29, 2028), or (ii) such other period during which we must consummate an initialBusiness Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws,regulations and stock exchange rules;●“Company,” “our,” “we” or “us” are to Churchill Capital Corp XII, a Cayman Islands exempted company;●“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) andwarrant agent of our Warrants (as defined below);●“Deferred Fee” are to the additional underwriting discounts and commissions of $16,990,000 in the aggregate, of which (x)$0.35 per Public Unit (