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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): July 30, 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 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 3.02. 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 5.02. 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 5.03. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated July 30, 2026,
by and between the Company and Citigroup Global Markets Inc., as the underwriter. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the
Company. |
| |
|
| 4.1 |
|
Public Warrant Agreement, dated July 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 4.2 |
|
Private Warrant Agreement, dated July 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, dated July 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated July 30, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated July 30, 2026, by and between the Company and the Sponsor. |
| |
|
| 10.4 |
|
Letter Agreement, dated July 30, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
| 10.5 |
|
Administrative Support Agreement, dated July 30, 2026, by and between the Company and an affiliate of the Sponsor. |
| |
|
| 10.6 |
|
Form of Indemnification Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated July 30, 2026. |
| |
|
| 99.2 |
|
Press Release, dated August 3, 2026. |
| |
|
| 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 |
| |
By: |
/s/ Jay Taragin |
| |
|
Name: |
Jay Taragin |
| |
|
Title: |
Chief Financial Officer |
| Dated: August 3, 2026 |
|
|
4
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 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.
Citigroup is acting as sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to an additional 5,400,000 units at the initial public offering
price to cover over-allotments, if any.
The offering is being made only by means of a prospectus, copies of
which may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146),
or by accessing the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.
A registration statement relating to these securities has been declared
effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance
can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering
will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus
for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Churchill Capital Corp XIII
info@churchillcapitalcorp.com
212-380-7500
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 public
offering (as well as the exercise of the over-allotment option) and a simultaneous private placement of units, $414,000,000 (or $10.00
per unit sold in the public offering) was placed in trust.
The Company 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.
Citigroup acted as sole book-running manager for the offering.
The offering was made by means of a prospectus. Copies of the prospectus
may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146),
or by accessing the SEC’s website at www.sec.gov.
Registration statements relating to the securities were declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2026. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including with respect to the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds
of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary
prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Churchill Capital Corp XIII
info@churchillcapitalcorp.com
212-380-7500