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CORRESP
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CHURCHILL
CAPITAL CORP. XII

640
Fifth Avenue, 14th Floor

New
York, NY 10019

April
23, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
DC 20549

Attention:
Pam Howell

 Re: Churchill
Capital Corp XII

Registration
Statement on Form S-1

Filed
April 2, 2026

File
No. 333-294851

Dear
Ms. Howell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Churchill Capital Corp XII hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Monday, April 27, 2026, or as soon as
thereafter practicable.

    Very truly yours,

    /s/ Michael Klein

    Michael Klein

    Chief Executive Officer

    cc:
    Ellenoff Grossman &
    Schole LLP

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]

April 14, 2026
Michael Klein
Chief Executive Officer
Churchill Capital Corp XII
640 Fifth Avenue, 14th Floor
New York, NY 10019
Re:Churchill Capital Corp XII
Registration Statement on Form S-1
Filed April 02, 2026
File No. 333-294851
Dear Michael Klein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Pam Howell at 202-551-3357 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction