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
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File numbers found in text: 333-294851
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CORRESP
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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]