XIII SEC filings, in plain English
Everything Churchill Capital XIII has filed with the SEC that we hold — 15 filings, newest first, 13 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 8-K Current Report and accompanying Exhibit 99.1 documenting the consummation of Churchill Capital Corp XIII’s Initial Public Offering and concurrent private placement on August 3, 2026. Per Item 8.01 and Note 1, the Company states it consummated its Initial Public Offering on August 3, 2026, selling 41,400,000 Units at $10.00 per Unit for $414,000,000 in gross proceeds, fully exercising a 5,400,000-unit over-allotment option. Note 3 and Note 4 confirm the simultaneous private sale of 350,000 Private Placement Units to Sponsor Churchill Sponsor XIII LLC at $10.00 per unit for $3,500,000. The filing specifies that $414,000,000 was deposited into a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, comprising $412,500,000 in net IPO proceeds (which includes up to $15,490,000 of the underwriter’s deferred discount) and $1,500,000 from the Private Placement. Note 1 establishes the Combination Period as 24 months from the closing of the Initial Public Offering, extending to 27 months if a letter of intent, agreement in principle, or definitive agreement is executed within the first 24 months. The audited balance sheet and Note 7 record 41,400,000 Class A ordinary shares subject to possible redemption at a stated value of $10.00 per share, with each whole warrant entitling holders to purchase shares at $11.50 per share exercisable 30 days after a business combination. Note 5 discloses the Sponsor holds 13,800,000 Founder Shares following the full over-allotment exercise and outlines a $30,000 monthly administrative services reimbursement to the Sponsor’s managing member. Note 6 details $16,990,000 in deferred underwriting discounts, allocating $15,490,000 to the Trust Account payable solely upon a completed business combination and $1,500,000 to funds outside the Trust Account payable upon announcing a definitive agreement. Exhibit 99.1, audited by WithumSmith+Brown, PC, presents $414,000,000 in Cash held in Trust Account, $767,080 in unrestricted cash, total current liabilities of $143,811, and a total shareholders’ deficit of $(15,668,309). Why it matters: Note 1 and the audited balance sheet establish the definitive post-IPO liquidity baseline that governs redemption calculus: the Trust Account contains exactly $414,000,000, setting the aggregate pool from which public shareholders will receive pro rata distributions if they elect to redeem or if the Company liquidates uncombined. The documented Combination Period timeframe creates the contractual window within which management must identify and close a target, triggering shareholder approval rights where investors may seek cash equal to their pro rata Trust Account share two business days prior to consummation. Note 2 management commentary indicates operating costs and due diligence will be funded exclusively from the $767,080 in external cash and potential Working Capital Loans, preserving the Trust principal pending a business combination, though Note 1 permits annual withdrawals up to $1,000,000 for administrative expenses or taxes. Sponsor incentives are structurally locked: the $30,000 monthly administrative fee and the $16,990,000 deferred underwriting obligation accelerate payout timelines, particularly given that $1,500,000 becomes payable immediately upon announcing a definitive agreement. Note 8 provides fair value assumptions for Public Warrants (10.4% volatility, 4.30% risk-free rate, 2.69-year weighted term, 14.3% market pricing adjustment) that will influence derivative pricing until deal terms are fixed. Because the Company remains in a pre-operation phase per Note 1, no revenue targets, customer claims, or sector strategies are disclosed, making this filing purely a structural and accounting anchor for all future extension votes, redemption elections, and business combination proxy statements.
What changed: A Schedule 13G joint filing agreement (routine compliance exhibit) confirming that Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will submit a single beneficial ownership report for Class A Ordinary Shares (par value $0.0001 per share) of Churchill Capital Corp XIII under Rule 13d-1(k). Mechanics: This filing reports no changes to redemption deadlines, trust account valuations, extension motions, deal pipeline status, or sponsor governance. Substance: Beyond the administrative consolidation of reporting obligations under Rule 13d-1(k), the document contains zero claims regarding customers, revenue streams, total addressable market, strategic pivots, intellectual property, channel partnerships, active litigation, or key personnel movements. The only assertions are the procedural confirmations signed by Global General Counsel Gil Raviv and founder Israel A. Englander on August 6, 2026. Why it matters: The bundled filing confirms unified institutional reporting structure for Millennium’s interests but delivers no actionable intelligence on Churchill Capital XIII’s SEARCHING phase or its 2028-07-31 mandatory liquidation timeline. Because it discloses neither ownership thresholds, acquisition targets, nor sponsor amendments, it holds no immediate impact on the redemption calendar, trust value preservation, or deal momentum, representing a standard regulatory formality rather than a material catalyst.
What changed: Routine compliance exhibit: a Joint Filing Agreement attached to a Schedule 13D beneficial ownership report, executed on August 7, 2026, by Churchill Sponsor XIII LLC, Michael Klein, and M. Klein Associates, Inc. No changes to redemption mechanics, trust value, extensions, or deal progress are introduced. As represented by Churchill Sponsor XIII LLC, Michael Klein, and M. Klein Associates, Inc., each party accepts responsibility for the timeliness and accuracy of its own Schedule 13D disclosures and acknowledges awareness of any inaccuracies regarding the other filers. The document contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: For investors tracking the SPAC’s operational calendar, this filing preserves the searching status, the July 31, 2028 termination date, and the external tracking figure of $10 per share in the trust account. Because the agreement only coordinates administrative filing responsibilities among current reporting persons, it alters neither shareholder redemption windows, trust distribution mechanics, nor sponsor governance conduct. Nothing in the text recomputes valuations, modifies contractual deadlines, or impacts trust account administration.
What changed: Form 4 — insider ownership report filed by Churchill Capital Corp XIII. According to the Form 4 filing, on 2026-08-03, reporting person Michael Stuart Klein (identified in the filing as a director and 10% owner), along with M. Klein Associates, Inc. (also identified as a 10% owner) and CHURCHILL SPONSOR XIII LLC (also identified as a 10% owner), executed an open-market purchase of 350,000 shares at $10. The filing states the reporting persons own 350,000 shares after the transaction. The document makes no claims regarding adjustments to the trust account value, redemption mechanics, extension votes, timeline deadlines, or business combination status. Why it matters: Per the filing, the disclosed activity reflects secondary market accumulation by named insiders rather than trust distribution or merger execution. The filing attributes the $10 purchase price directly to the open market and notes no change to public shareholder liquidity conditions. The submission contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements beyond the reported director title and 10% ownership designation. Consequently, the filing serves as a routine regulatory update that does not alter the SPAC’s redemption calendar or trust mechanics.
What changed: Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report, constituting a routine compliance exhibit for continuing SEC disclosure obligations. The execution of the agreement alters no redemption deadlines, trust account valuations, extension timelines, merger advancement stages, or sponsor conduct protocols. The document records that MMCAP International Inc. SPC and MM Asset Management Inc. will file future 13G amendments jointly, with Ulla Vestergaard acting as Director for the former and Hillel Meltz acting as President for the latter. Why it matters: According to Exhibit 99.1, each signatory retains independent liability for the accuracy and completeness of its own reported information, while accepting secondary responsibility for the other’s disclosures only 'to the extent that he or it knows or has reason to believe that such information is inaccurate.' This provision strictly governs administrative filing logistics for ongoing equity tracking and does not introduce business combination targets, target company financials, market sizing claims, technology roadmaps, partnership arrangements, litigation developments, or personnel transitions beyond the two named executives. Investors monitoring Churchill Capital XIII’s operational trajectory or trust mechanics will find no actionable updates beyond standard regulatory housekeeping.
What changed: Form 8-K filed by Churchill Capital Corp XIII to report the closing of its initial public offering of 41,400,000 units at $10.00 per unit, the deposit of $414,000,000 into trust, the entry into standard IPO agreements, the appointment of a new director, and the adoption of amended charter. The company consummated its IPO, priced at $10.00 per unit, raising $414,000,000 in gross proceeds (including full exercise of over-allotment). Simultaneously, the sponsor purchased 350,000 private placement units for $3,500,000. A total of $414,000,000 was placed in trust ($10.00 per public share). William Sherman was appointed to the board and committees. The amended and restated memorandum and articles of association were filed, establishing a 24-month (or 27-month if LOI) deadline to complete a business combination, after which the trust will be liquidated for public shareholders. Standard lock-up, redemption, and warrant terms were set. Why it matters: This filing establishes the trust value per share at $10.00 and confirms the 24-month deadline (August 2028) for the SPAC to complete a deal. It provides the contractual framework for redemptions, warrant exercise, and sponsor alignment. Investors can now track the trust balance and timeline. No business combination target has been identified.
What changed: Priced IPO of units at $10.00; each unit is one Class A ordinary share plus one-tenth of one warrant, and each whole warrant buys one Class A ordinary share at $11.50, exercisable 30 days after the initial business combination and expiring five years after it at 5:00 p.m. New York City time. Public warrants are redeemable for cash at $0.01 if the Class A shares close at or above $18.00 for any 20 trading days within a 30-trading-day period. Trust: $360.0 million, or $414.0 million with full over-allotment, at $10.00 per unit, at Continental Stock Transfer & Trust Company. Why it matters: Churchill XIII may extend from 24 months to 27 months if a letter of intent, agreement in principle or definitive agreement is executed within 24 months of closing, and the prospectus states that no redemption rights are offered to public shareholders in connection with that extension, so holders cannot exit at the three-month step. Deferred underwriting totals $15,100,000 ($16,990,000 with full over-allotment): $12,600,000 held in trust, $1,500,000 payable from funds outside trust on announcement of a definitive agreement, and $1,000,000 at consummation.
What changed: A Form 8-A filed with the U.S. Securities and Exchange Commission to register certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, specifically listing Churchill Capital Corp XIII’s Units, Class A ordinary shares, and warrants with The Nasdaq Stock Market LLC. This filing acts as the procedural closing instrument for the Section 12(b) registration process initiated in the company’s initial Form S-1 (File No. 333-297472, originally filed July 15, 2026). It contains no modifications to redemption windows, trust account oversight, deadline expiration dates, or extension voting mechanisms. Acquisition targets, merger negotiations, deal execution status, and sponsor governance conduct are entirely absent. Chief Financial Officer Jay Taragin executed the form on July 30, 2026, reaffirming the registrant’s Cayman Islands incorporation under IRS number 98-1918594 and principal executive office at 640 Fifth Avenue, 14th Floor, New York, NY 10019. No tender offers, shareholder ballots, or liquidity events are described. Why it matters: For investors monitoring liquidation clocks, trust distribution formulas, or combination progress, this document sets a static reference point rather than introducing new variables. It codifies the security structures originally disclosed in the S-1 prospectus: Units comprising one Class A ordinary share and one-tenth of one redeemable warrant; Class A ordinary shares with a par value of $0.0001 per share; and whole warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Because the filing states zero changes to redemption mechanics, trust allocation rules, or extension thresholds, all prior prospectus terms remain controlling. The routine compliance nature of the 8-A signals standard post-filing SEC clearance without advancing or delaying any business combination timeline. No revenue projections, customer contracts, market sizing, technological capabilities, strategic partnerships, litigation exposure, or executive compensation changes are reported.
What changed: A Form 3 — SEC insider ownership report, classified as a routine compliance exhibit. The filing records Director William M. Sherman’s initial beneficial ownership statement for Churchill Capital Corp XIII. Per the document, 'No non-derivative transactions or holdings reported.' This submission declares zero equity or derivative positions held by this director at the time of filing. Why it matters: Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct receive a neutral baseline from this report. The document explicitly attributes no changes to trust accounting, conversion mechanics, or target acquisition timelines. Because the filing notes zero insider holdings during the SEARCHING phase, it provides a reference point for monitoring director alignment ahead of any potential extension or business combination proposals. No additional corporate developments, financial metrics, strategic claims, or operational disclosures are contained within.
What changed: Routine compliance exhibit (Form 3) documenting initial insider ownership and executive/director status under Section 16(a) of the Securities Exchange Act of 1934. According to the filing, reporting persons director Michael Stuart Klein, Churchill Sponsor XIII LLC, and M. Klein Associates, Inc. are each listed as 10% owners, but the reporters explicitly state "No non-derivative transactions or holdings reported." This confirms no adjustments to insider equity positions, leaves the SEARCHING operational status unchanged, preserves the 2028-07-31 combination deadline, and maintains the disclosed $10 trust value. Why it matters: As a standard regulatory disclosure, this filing monitors sponsor conduct and baseline alignment without altering mechanical parameters that drive redemption calendars, extension voting, or target identification progress. The explicit absence of transactional data or strategic commentary provides no new signals for shareholders evaluating their exit windows or timeline expectations ahead of the July 2028 deadline. Substantive matter beyond ongoing compliance is absent; relevance rests solely on continued fiduciary documentation rather than corporate development milestones.
What changed: A Form S-1MEF, which is a Rule 462(b) registration statement filing registering additional securities for a previously effective SPAC initial public offering. First, this document IS a Rule 462(b) registration statement filing (S-1MEF) that registers an additional 6,900,000 units, each consisting of one Class A ordinary share and one-tenth of one redeemable warrant to purchase a Class A ordinary share. Second, regarding mechanics: the filing certifies automatic effectiveness upon filing on July 30, 2026, incorporating by reference the contents of the Prior Registration Statement (File No. 333-297472, filed July 15, 2026). The Registrant certified that instructions were issued to its bank to wire the filing fee by no later than July 31, 2026. Chief Executive Officer Michael Klein and Chief Financial Officer Jay Taragin executed the statement. The filing makes zero amendments to the trust per share amount, shareholder redemption deadlines, extension provisions, or deal closure schedules. Third, regarding substance: the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes beyond the signatory and counsel listings. All figures—including the 6,900,000 unit increment, the 0.1 warrant ratio, the Securities Act Rule 462(b) citations, and the July 2026 dates—are sourced exclusively from the registrant’s filing certifications and explanatory notes. The trust value per share is not restated in this document. Why it matters: For investors tracking the July 31, 2028 redemption timeline, trust preservation, and sponsor conduct, this filing confirms that no structural changes have been made to the pro-rata trust allocation, redemption mechanics, or corporate deadline following the July 30, 2026 effectiveness date. Rule 462(b) filings are routine procedural steps that automatically register residual underwritten securities matching the original prospectus, indicating standard post-IPO capital markets housekeeping rather than accelerated target pursuit or a shift in sponsor mandate. The increased unit count mechanically expands the registered public float without altering the underlying trust composition or requiring new prospectus supplements.
What changed: A Form 3 insider ownership report filed with the SEC disclosing equity positions, specifically authored by Chief Financial Officer Lee Jay Taragin for Churchill Capital Corp XIII. The filing states that the reporting person had 'No non-derivative transactions or holdings reported,' which indicates the sponsor did not alter its trust-linked exposure, the per-share trust value was not affected by insider activity, no extension petition was recorded, and the SEARCHING status continues uninterrupted toward the 2028-07-31 deadline. Why it matters: Because the filer explicitly reported zero transactions and holdings, investors can treat the current redemption calendar and trust distribution mechanics as procedurally insulated from executive trading, eliminating a variable that could otherwise distort per-share value calculations during the pre-merger phase. The document contains no claims regarding target acquisition, customer concentration, revenue projections, technological assets, partnership structures, or personnel disputes; therefore, its analytical weight derives solely from verifying compliance transparency and preserving a clean record of insider neutrality prior to the mid-2028 expiration window.
What changed: Preliminary prospectus filed as part of an S-1 registration statement for the initial public offering of a blank check company (SPAC) seeking to raise $300 million from 30 million units at $10.00 each, with no business combination target selected. This is the first SEC filing for Churchill Capital Corp XIII — a new SPAC formed January 13, 2026. It establishes the offering terms, trust mechanics, sponsor compensation, lock-ups, and governance provisions. No prior filing exists for this entity. Why it matters: The filing establishes a $10.00 trust per share with a 24-month deadline (27 months if a definitive agreement is signed within 24 months). Michael Klein's sponsor group pays $0.002/share for founder shares (11.5M shares) and $10.00/unit for 350,000 private placement units — creating the standard SPAC incentive misalignment where sponsor can profit even if public shareholders lose value. The filing discloses that Mr. Klein and the same management team operate multiple concurrent SPACs (CCXI with a pending Agility Robotics deal, CXII searching, CCIX recently liquidating), creating explicit conflicts of interest in allocating deal opportunities. The underwriter is Citigroup.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.