CHURCHILL CAPITAL CORPORATION XII CXII

Jay Taragin has served as our Chief Financial Officer since inception. He is also the Chief Financial Officer of MKC, which he joined in May 2019. He was the Chief Financial Officer of Churchill Capital Corp VII from December 2020, and in August 2023, Churchill Capital Corp VII entered into a definitive agreement to merge with CorpAcq. In August 2024, the definitive agreement with CorpAcq was terminated and Churchill Capital Corp VII began the process of liquidation and returning cash held in trust to its shareholders. Mr. Taragin was also the Chief Financial Officer of AltC Acquisition Corp., until its initial business combination in May 2024 with Oklo, as described elsewhere in this prospectus. Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp IX (Nasdaq: CCIX), a blank check company which raised $287.5 million in its initial public offering in May 2024, as further discussed under Prior SPAC Experience above. Until February 2026, Mr. Taragin was also the Chief Financial Officer of Churchill Capital Corp X (Nasdaq: CCCX), a blank check company which raised $414.0 million in its initial public offering in May 2025, and which consummated its initial business combination in February 2026 with Infleqtion, a company developing neutral atom based technology to provide improvement in computing and precision sensing applications. Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp XI (Nasdaq: CCXI), a blank check company which raised $414.0 million in its initial public offering in December 2025, and which is currently searching for a target company with which to complete an initial business combination. Prior to joining MKC, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a certified public accountant and holds a master's degree in business administration from New York University Stern School of Business and a bachelor's degree from Yeshiva University.

William Sherman will serve as a Director upon the commencement of trading of our securities on Nasdaq. Since July 2024, he has served as a Director of Churchill Capital Corp IX, and from May 2025 to February 2026, he served as a Director of Churchill Capital Corp X and since December 2025 he has served as a Director of Churchill Capital Corp XI. He has served as the Executive Vice President and Chief Operating Officer of Nat Sherman Inc. (Nat Sherman), a third-generation, family-owned tobacco company from 1991 to January 2017. During his time at Nat Sherman, Mr. Sherman played a pivotal role in the growth of the brand, establishing it as a leading luxury product in its category. His responsibilities spanned operations, manufacturing oversight, product development, and international sales management. As a leader in small manufacturing, Mr. Sherman was actively involved in numerous industry boards. He was a vocal advocate on regulatory and legislative issues, ensuring that the industry's interests were well-represented. In 2017, Mr. Sherman successfully spearheaded the sale of Nat Sherman to Altria Group Inc., marking a significant milestone in Nat Sherman's history. Following the sale, Mr. Sherman retired but remains actively engaged in various roles. He serves on the Statesmen Athletic Association board of Hobart and William Smith Colleges, his alma mater, and has dedicated himself to an array of investment and philanthropic efforts. Mr. Sherman received a Bachelor of Arts degree from Hobart and William Smith Colleges.

Michael Klein has served as our Chief Executive Officer, President and the Chairman of our Board of Directors since inception. Mr. Klein is also the Chief Executive Officer, President and Chairman of the Board of Directors of each of Churchill Capital Corp IX and Churchill Capital Corp XI, each a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, and a Director of Oklo, described below. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics, a provider of comprehensive intellectual property and scientific information, analytical tools, and services, in May 2019. Mr. Klein served as a member of the board of directors of Clarivate Plc (NYSE: CLVT) from May 2019 until October 2020. Mr. Klein was the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019. Churchill Capital Corp II merged with Skillsoft Corp., a provider of digital learning and talent management solutions, and Global Knowledge Training LLC, a provider of IT and professional skills development in June 2021, and Mr. Klein currently serves on the board of directors of the combined company, Skillsoft Corp. (NYSE: SKIL). Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with MultiPlan, Inc., a technology-enabled provider of end-to-end healthcare cost management solutions, in October 2020, and Mr. Klein currently serves on the board of directors of MultiPlan, Inc. (NYSE: MPLN). Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company formed in 2020. Churchill Capital Corp IV merged with Lucid Group, Inc. (NASDAQ: LCID), a manufacturer of luxury electric vehicles, in July 2021. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company formed in 2020. Churchill Capital Corp V did not consummate an initial business combination and was liquidated in October 2023. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company formed in 2021. Churchill Capital Corp VI did not consummate an initial business combination and was liquidated in October 2023. In December 2020, Mr. Klein founded and became Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VII, a special purpose acquisition company that completed a $1.38 billion initial public offering in February 2021. In August 2023, Churchill Capital Corp VII entered into a definitive agreement to merge with CorpAcq., a corporate compounder with a record of acquiring and supporting founder-led businesses. Mr. Klein served as a Director of Credit Suisse Group AG and Credit Suisse AG from April 2018 to October 2022.