false
0002114229
0002114229
2026-10-23
2026-10-23
0002114229
XIIIU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnetenthOfOneRedeemableWarrantMember
2026-10-23
2026-10-23
0002114229
XIIIU:ClassOrdinarySharesParValue0.0001PerShareMember
2026-10-23
2026-10-23
0002114229
XIIIU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-10-23
2026-10-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 23, 2026
CHURCHILL CAPITAL CORP XIII
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43428 |
|
98-1918594 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
640 Fifth Avenue, 14th Floor
New York, NY 10019
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 380-7500
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-tenth of one redeemable warrant |
|
XIIIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
XIII |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
XIIIW |
|
The Nasdaq 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 ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
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
October 23, 2026, the board of directors (the “Board”) of Churchill Capital Corp XIII (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
64, 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, Churchill Capital Corp XI (Nasdaq: CCXI), and Churchill Capital Corp XII (Nasdaq:
CXII), each a special purpose acquisition company (“SPAC”), since April 2025, March 2026, and July 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/k/a 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 their appointments,
Mr. Lapping signed a joinder to that certain letter agreement dated as of July 30, 2026, by and among the Company, its officers,
its directors and Churchill Sponsor XIII 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 July 15, 2026.
Director Compensation Agreements
On October 23, 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 October 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). |
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 XIII |
| |
|
|
|
| Date: October 26, 2026 |
By: |
/s/ Jay Taragin |
| |
|
Name: |
Jay Taragin |
| |
|
Title: |
Chief Financial Officer |
