Units, each consisting of one Class A ordinary share and one-tenth of one redeemable warrant
- Symbol
- XIIIU
- Exchange
- NASDAQ
- Classification
- UNIT
- Status
- Current
Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K
Churchill Capital Corp XIII
XIIINASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On August 3, 2026, Churchill Capital Corp XIII (the “Company”) consummated its initial public offering (“IPO”) of 41,400,000 units (the “Units”), including 5,400,000 Units issued pursuant to the full exercise of the underwriter’s over-allotment option.…
Company context
Churchill Capital Corp XIII was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company, LLC. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.
Current securities
Recent company filings
- 3 filingOct 26, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 26, 2026
- Other EventsSep 16, 2026
- SCHEDULE 13D - filed by CHURCHILL SPONSOR XIII LLC regarding Churchill Capital Corp XIIIAug 7, 2026
- Other EventsAug 7, 2026
Registered securities in this filing
CHURCHILL CAPITAL CORP XIII · 8-K · Filed 2026-08-03
Class A ordinary shares, par value $0.0001 per share
- Symbol
- XIII
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
- Symbol
- XIIIW
- Exchange
- NASDAQ
- Classification
- WARRANT
- Status
- Current
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2026, Churchill
Capital Corp XIII (the “Company”) consummated its initial public offering (“IPO”) of 41,400,000
units (the “Units”), including 5,400,000 Units issued pursuant to the full exercise of the underwriter’s over-allotment
option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-tenth of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder
thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of $414,000,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration
statement on Form S-1 (File No. 333-297472) for the IPO, originally filed with the U.S. Securities and Exchange Commission on July 15,
2026, as amended (and together with the registration statement on Form S-1MEF (File No. 333-297850), filed with the Commission on July
30, 2026, the “Registration Statement”):
An Underwriting Agreement, dated July 30, 2026, by and between
the Company and Citigroup Global Markets Inc., as the underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated
herein by reference.
A Public Warrant Agreement, dated July 30, 2026, by and between
the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and
incorporated herein by reference.
A Private Warrant Agreement, dated July 30, 2026, by and between
the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.2 hereto and
incorporated herein by reference.
An Investment Management Trust Agreement, dated July 30, 2026,
by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1
hereto and incorporated herein by reference.
A Registration Rights Agreement, dated July 30, 2026, by and
among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
A Private Placement Units Purchase Agreement, dated July 30,
2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and the Company’s sponsor,
Churchill Sponsor XIII LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein
by reference.
A Letter Agreement, dated July 30, 2026, by and among the Company,
its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
An Administrative Support Agreement, dated July 30, 2026, by
and between the Company and an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by
reference.
Indemnification Agreements, dated July 30, 2026, by and among
the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein
by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 350,000
units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating
gross proceeds to the Company of $3,500,000. The Private Placement Units (and underlying securities) are identical to the Units sold in
the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect
to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2026, in
connection with the IPO, William Sherman was appointed to the board of directors of the Company (the “Board”) effective
July 31, 2026. Effective July 31, 2026, Mr. Sherman was appointed to the Board’s Audit Committee, also serving as interim chair
of the Audit Committee. Mr. Sherman was also appointed to the Board’s Compensation Committee, serving as chair of the Compensation
Committee.
On July 30, 2026, the
Company entered into indemnification agreements with each of the directors and executive officers, which require the Company to indemnify
each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the form of indemnification agreement, which is filed as Exhibit 10.6
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On July 30, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 30, 2026. The terms
of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein
by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A total of $414,000,000,
comprised of $411,000,000 of the net proceeds from the IPO (which amount includes up to $15,490,000 of the underwriter’s deferred
discount) and $1,500,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its taxes, to fund its working capital requirements (subject to an annual limit of
$1,000,000), and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account
until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s
public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or 27 months
from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the closing of the IPO), subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it
has not consummated an initial business combination within 24 months from the closing of the IPO (or 27 months from the closing of the
IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the closing of the IPO) or with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity.
On July 30, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 3 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
A total of $414,000,000,
comprised of $411,000,000 of the net proceeds from the IPO (which amount includes up to $15,490,000 of the underwriter’s deferred
discount) and $1,500,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its taxes, to fund its working capital requirements (subject to an annual limit of
$1,000,000), and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account
until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s
public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or 27 months
from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the closing of the IPO), subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it
has not consummated an initial business combination within 24 months from the closing of the IPO (or 27 months from the closing of the
IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the closing of the IPO) or with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity.
On July 30, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 3 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Filed exhibits (4)
EX-4.1 4 ea030008601ex4-1.htm PUBLIC WARRANT AGREEMENT, DATED JULY 30, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.1 Execution Version PUBLIC WARRANT AGREEMENT between CHURCHILL CAPITAL CORP XIII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 30, 2026 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 30, 2026, is by and between Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-tenth of one Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 4,140,000 warrants (including up to 540,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Warrants”). Each whole Warrant entitles the holde…
Open exhibit ↗EX-4.2 5 ea030008601ex4-2.htm PRIVATE WARRANT AGREEMENT, DATED JULY 30, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.2 Execution Version PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP XIII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 30, 2026 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 30, 2026, is by and between Churchill Capital Corp XIII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, on July 30, 2026, the Company entered into that certain Private Placement Units Purchase Agreement with Churchill Sponsor XIII LLC, a Delaware limited liability company, (the “Sponsor”), pursuant to which the Sponsor, (the “Purchaser”) will purchase an aggregate of 350,000 units (the “Private Placement Units”), each Private Placement Unit consisting of one Class A ordinary share of the Company and one warrant to purchase one-tenth of a Class A ordinary share (including if the underwriter exercises its right (…
Open exhibit ↗EX-99.1 12 ea030008601ex99-1.htm PRESS RELEASE, DATED JULY 30, 2026 Exhibit 99.1 Churchill Capital Corp XIII Announces the Pricing of Upsized $360 Million Initial Public Offering NEW YORK, July 30, 2026 (GLOBE NEWSWIRE) -- Churchill Capital Corp XIII (the “Company”) announced the pricing of its upsized initial public offering of 36,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “XIIIU” commencing today. Each unit consists of one Class A ordinary share of the Company and one-tenth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “XIII” and “XIIIW,” respectively. The offering is expected to close on August 3, 2026, subject to customary closing conditions. Churchill Capital Corp XIII was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company, LLC. The Company was formed for the pur…
Open exhibit ↗EX-99.2 13 ea030008601ex99-2.htm PRESS RELEASE, DATED AUGUST 3, 2026 Exhibit 99.2 Churchill Capital Corp XIII Completes Upsized $414 Million Initial Public Offering NEW YORK, NY, Aug. 03, 2026 (GLOBE NEWSWIRE) -- Churchill Capital Corp XIII (the “Company”) announced today the closing of its upsized initial public offering of 41,400,000 units, which includes 5,400,000 units issued pursuant to the exercise by the underwriter of its over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $414,000,000. The Company’s units began trading on July 31, 2026 on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “XIIIU.” Each unit consists of one Class A ordinary share of the Company and one-tenth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “XIII” and “XIIIW,” respectively. Of the proceeds received from the consummation of the initial pub…
Open exhibit ↗