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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On July 13, 2026, the board of directors (the “Board”) of Churchill Capital Corp XII (the “Company”) appointed Paul Lapping as a director of the Board, effective immediately. The Board also appointed Mr. Lapping as a member of the compensation committee and the audit committee of the Board (the “Audit Committee”) and as the chairperson of the Audit Committee, replacing William Sherman, who had served as the interim chairperson of the Audit Committee. Mr. Sherman will continue to serve as a member of the Audit Committee. Mr. Lapping will serve as a member of the first class of directors, which term will expire at the Company’s first annual general meeting.
Paul D. Lapping, age 63, is the Manager of Jakal Investments, LLC, a private investment firm he founded in 2005 that focuses on technology, healthcare, fintech, and artificial intelligence sectors. Since April 2015, he has also served as the Manager of Green Pastures Management, LLC, a series LLC with underlying LLC investment vehicles, where he manages and oversees the investment activities of the series and underlying vehicles. He has served as a director of Churchill Capital Corp IX (Nasdaq: CCIX) and Churchill Capital Corp XI (Nasdaq: CCXI), each a special purpose acquisition company (“SPAC”), since April 2025 and March 2026, respectively. From August 2025 to February 2026, he also served as a director of Churchill Capital Corp X, a SPAC that completed its business combination with Infleqtion, Inc. in February 2026. From 2011 to 2012, Mr. Lapping served as Chief Operating Officer of Neostellar Capital Corp. (Nasdaq: NSLR) (f/ka SuRo Capital Corp.), a publicly traded, growth-stage venture capital firm. Prior to that, Mr. Lapping served as a director and Chief Financial Officer of New University Holdings Corp., a capital pool company listed on the TSX Venture Exchange, from August 2010 to August 2011. From October 2009 to May 2011, Mr. Lapping was Chief Financial Officer, Treasurer, Secretary, and a director of 57th Street General Acquisition Corp., a SPAC. Between 2007 and 2009, he served as Chief Financial Officer, Treasurer, and Secretary of Alternative Asset Management Acquisition Corp., also a SPAC. From 1995 to 2003, Mr. Lapping was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships focused on middle-market investments. From 1991 to 1995, Mr. Lapping led corporate development at Montgomery Ward Holding Corp., a diversified retail and direct marketing company. From 1988 to 1991, Mr. Lapping worked at Farley Industries, Inc. and its affiliated companies (including Fruit of the Loom, Inc. and West Point-Pepperell, Inc.) in corporate development and finance roles. Earlier in his career, Mr. Lapping worked with Golder, Thoma and Cressey, a private equity firm, and in the mergers and acquisitions group at Salomon Brothers Inc. Mr. Lapping passed the Uniform CPA Examination in 1984. He holds a Bachelor of Science degree from the University of Illinois and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Lapping is well-qualified to serve as a member of the Board due to his significant operational, financial and leadership experience and experience serving on SPAC boards.
No family relationships exist between Mr. Lapping and any other directors or executive officers of the Company. Mr. Lapping is not a party to any arrangements with any other person pursuant to which he was nominated as a director. There are no transactions to which the Company is or was a participant and in which Mr. Lapping has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Lapping signed a joinder to that certain letter agreement dated as of April 27, 2026, by and among the Company, its officers, its directors and Churchill Sponsor XII LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of the Company they hold in favor of an initial business combination. Mr. Lapping also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 2, 2026.
Director Compensation Agreements
On July 14, 2026, the Company entered into a director agreement (“Director Agreement”) with each of William Sherman and Paul Lapping, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $75,000 per annum, beginning on August 1, 2026.
The foregoing summary of the Director Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Director Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Form of Director Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHURCHILL CAPITAL CORP XII | ||
| Date: July 14, 2026 | By: | /s/ Jay Taragin |
| Name: Jay Taragin | ||
| Title: Chief Financial Officer | ||
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Exhibit 10.1
Churchill Capital Corp XII
640 Fifth Avenue, 14th Floor
New York, NY 10019
THIS DIRECTOR AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2026, by and between Churchill Capital Corp XII, a Cayman Islands exempted company (the “Company”), and the undersigned independent director of the Company (the “Director”).
RECITALS
WHEREAS, the Director was appointed to the Company’s board of directors (the “Board”) on July 13, 2026 (the “Appointment Date”); and
WHEREAS, the Company and the Director desire to enter into this Agreement to set forth certain agreements related to the Director’s appointment to the Board.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:
1. Services.
| a. | Board of Directors. From and after the Appointment Date, the Director agrees to serve as a member of the Board in accordance with the Company’s amended and restated memorandum and articles of association, as amended (the “Company M&A”), until the earlier of (i) the date on which the Director ceases to be a member of the Board for any reason and (ii) the consummation of the Company’s initial business combination (such earlier date of (i) and (ii) being the “Expiration Date”). |
| b. | Committees. From and after the Appointment Date, the Director is hereby appointed to also serve as a member of the Company’s audit committee and compensation committee. |
2. Director’s Fee. In connection with the Director’s continuing service as a director, during the Term (as defined below) the Company shall provide the Director with cash compensation of $75,000 per annum, paid quarterly as promptly as practicable after the end of each calendar quarter, but in all cases within sixty (60) days following the end of a calendar quarter. In the event the Director does not serve on the Board for an entire quarter, the Director shall be entitled to a pro rata portion of the Director’s Fee for the number of days served on the Board in the applicable period and the Company shall ensure that the Director promptly receives all compensation and any other amounts owed to the Director.
3. Indemnification and Letter Agreements. The Company and the Director have also entered into an indemnification agreement and a letter agreement.
4. Duties of Director.
| a. | Fiduciary Duties. In fulfilling his responsibilities, the Director shall be charged with a fiduciary duty to the Company and all of its shareholders applicable to directors under Cayman Islands law. For so long as the Director is a member of the Board, the Director agrees to devote as much time as is necessary to perform completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board to which the Director may be appointed from time to time. |
| b. | Confidentiality. The Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company and its business, operations, assets, condition (financial or otherwise), liabilities and prospects, except to the extent such information (i) is in the public domain through no breach of this Section 4(b) by the Director, or (ii) is required to be disclosed by law or a valid order by a court or other governmental or regulatory authority. |
| c. | Compliance with Company Policies. The Director agrees to adhere to the Company’s policies currently in effect or hereinafter adopted, including, but not limited to, the Company’s Code of Ethics. |
5. Term. This Agreement is effective as of August 1, 2026 and will continue until the Expiration Date (the “Term”).
6. Trust Waiver. The Director acknowledges that the Company has established a trust account described in the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission for the benefit of the Company’s public shareholders (the “Trust Account”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (a) to the Company’s public shareholders in the event they elect to redeem public shares in connection with the consummation of a business combination, (b) to the Company’s public shareholders if the Company fails to consummate a business combination within the time period set forth in the Company’s charter documents, or (c) to the Company after or concurrently with the consummation of a business combination. The Director waives any right, title, interest, or claim of any kind in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account for any reason whatsoever.
7. Independence. The Director acknowledges that his appointment to, and continued service on, the Board is contingent upon the Board’s determination that he is “independent” with respect to the Company, in accordance with the listing requirements of the Nasdaq Stock Market, and that he may be removed from the Board in the event that the Director does not maintain such independence standard.
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8. Expenses. The Company shall reimburse the Director for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of the Director’s duties for the Company. Such reimbursement shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred, which shall be accompanied by sufficient documentation to support the expenditures.
9. Miscellaneous.
a. No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
b. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its conflict of laws rules.
c. Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director.
d. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. Facsimile or scanned e-mail counterpart signature pages to this Agreement shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. All counterparts shall be construed together and constitute the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Director Agreement as of the date first written above.
| Churchill Capital Corp XII | Director |
| By: | |||
| Name: | Jay Taragin | [_] | |
| Title: | CFO |
[Signature page to Director Agreement between Churchill Capital Corp XII and Director]
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