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Correspondence 0001213900-26-047209 from Churchill Capital Corp XII (CXII, CXIIU) (CIK 0002114227)

Churchill Capital Corp XII (CXII, CXIIU) (CIK 0002114227)
Date: April 23, 2026 · CIK: 0002114227 · Accession: 0001213900-26-047209

AI Filing Summary & Sentiment

File numbers found in text: 333-294851

Date
April 23, 2026
Author
Managing Director
Form
CORRESP
Company
Churchill Capital Corp XII (CXII, CXIIU) (CIK 0002114227)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: Churchill Capital Corp XII Registration Statement on Form S-1 Filed April 2, 2026, as amended File No. 333-294851

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters, hereby joins in the request of Churchill Capital Corp XII that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Eastern time on Monday, April 27, 2026, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 200 copies of the Preliminary Prospectus dated April 2, 2026 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very truly yours,
Citigroup Global Markets Inc.

Show Raw Text
CORRESP
1
filename1.htm

Citigroup
Global Markets Inc.

388 Greenwich Street

New York, New York 10013

April 23, 2026

VIA EDGAR

Pam Howell

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Churchill Capital Corp XII

Registration Statement on Form S-1

Filed April 2, 2026, as amended

File No. 333-294851

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters, hereby joins
in the request of Churchill Capital Corp XII that the effective date of the above-referenced Registration Statement be accelerated so
as to permit it to become effective at 4:30 p.m. Eastern time on Monday, April 27, 2026, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advises that approximately 200 copies of the Preliminary Prospectus dated April 2, 2026 are expected to be distributed
to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    Citigroup Global Markets Inc.

    By:
    /s/ Pavan Bellur

    Name:
    Pavan Bellur

    Title:
    Managing Director

    As Underwriter

 [Signature Page to Underwriter’s
Acceleration Request Letter]