Klein Michael Stuart bought CXIIU

Footnotes

Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-tenth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Churchill Sponsor XII LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Churchill Capital Corp XII.; Michael Stuart Klein, the Chief Executive Officer, President and a director of the Issuer, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.