{"filing":{"accession_number":"0001213900-26-084616","cik":"0002114229","ticker":null,"company_name":"Churchill Capital Corp XIII","form":"8-K","filing_date":"2026-08-03","report_date":"2026-07-30","primary_document":"ea0300086-8k_churchill13.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2114229/000121390026084616/ea0300086-8k_churchill13.htm"},"events":[{"id":23380,"run_id":21139,"accession_number":"0001213900-26-084616","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Churchill Capital Corp XIII consummated its IPO on August 3, 2026, raising $414 million in gross proceeds through the issuance of 41.4 million units. The company entered into multiple material definitive agreements (underwriting agreement, warrant agreements, trust agreement, registration rights agreement, and private placement agreement) in connection with the offering.","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23589,"accession_number":"0001213900-26-084616","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Churchill Capital Corp XIII consummated its IPO on August 3, 2026, raising $414 million in gross proceeds through the issuance of 41.4 million units. While technically an IPO rather than a traditional M\u0026A transaction, the Item 1.01 classification and the entry into multiple material definitive agreements (underwriting agreement, warrant agreements, trust agreement, registration rights agreement, and private placement agreement) constitute a material capital-raising event that fundamentally alters the company's capitalization and structure. The company is a special purpose acquisition company (SPAC) formed to effect a future business combination, making this IPO a material definitive agreement entry point for its eventual M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23593,"accession_number":"0001213900-26-084616","item_number":"8.01","item_title":"Other Events.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"This Item 8.01 discloses the completion of Churchill Capital Corp XIII's $414 million IPO, with press releases announcing the pricing (July 30, 2026) and closing (August 3, 2026) attached as exhibits. While technically an IPO rather than earnings, the disclosure of the capital raise and trust account mechanics is a material financial event that would affect investor assessment of the company's capitalization and operational structure. The \"earnings_release\" category is the closest fit in the taxonomy for a major capital event disclosed via press release, though this is a special case of a SPAC IPO rather than periodic financial results.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23381,"run_id":21139,"accession_number":"0001213900-26-084616","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Churchill Capital Corp XIII completed a private placement of 350,000 units to the Sponsor at $10.00 per unit ($3.5 million gross proceeds) pursuant to Section 4(a)(2) exemption from registration, concurrent with the IPO closing.","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23590,"accession_number":"0001213900-26-084616","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a private placement of 350,000 units to the Sponsor at $10.00 per unit ($3.5M gross proceeds) pursuant to Section 4(a)(2) exemption from registration. This is a classic unregistered equity issuance contemporaneous with the IPO closing. The supplemental press releases confirm the concurrent $414M IPO completion, making this a material capital-raising event typical of SPAC formations where sponsors purchase founder shares alongside the public offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23382,"run_id":21139,"accession_number":"0001213900-26-084616","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"William Sherman was appointed to the Board of Directors effective July 31, 2026, and simultaneously appointed as interim chair of the Audit Committee and chair of the Compensation Committee.","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23591,"accession_number":"0001213900-26-084616","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"William Sherman was appointed to the Board of Directors effective July 31, 2026, and simultaneously appointed to the Audit Committee (as interim chair) and Compensation Committee (as chair). This is a clear executive appointment in connection with the company's IPO. While the filing also mentions indemnification agreements with directors and officers, the principal disclosed action is the appointment of Sherman to the board and committee roles.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23383,"run_id":21139,"accession_number":"0001213900-26-084616","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Churchill Capital Corp XIII filed an amended and restated memorandum and articles of association with the Cayman Islands Registrar on July 30, 2026, in connection with the IPO.","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23592,"accession_number":"0001213900-26-084616","item_number":"5.03","item_title":"Amendments to Certificate of Incorporation or","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses the filing of an amended and restated memorandum and articles of association with the Cayman Islands Registrar on July 30, 2026, in connection with the IPO. This is a routine governance/corporate formality—the amendment of organizational documents to reflect the company's new public status. While the IPO itself is material (evidenced by the supplemental press releases), the Item 5.03 disclosure itself is a standard administrative filing of amended bylaws/articles, not a material event in its own right. The supplemental exhibits confirm the IPO activity but do not change the classification of this specific Item, which is governance-administrative rather than a material business event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23589,"accession_number":"0001213900-26-084616","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Churchill Capital Corp XIII consummated its IPO on August 3, 2026, raising $414 million in gross proceeds through the issuance of 41.4 million units. While technically an IPO rather than a traditional M\u0026A transaction, the Item 1.01 classification and the entry into multiple material definitive agreements (underwriting agreement, warrant agreements, trust agreement, registration rights agreement, and private placement agreement) constitute a material capital-raising event that fundamentally alters the company's capitalization and structure. The company is a special purpose acquisition company (SPAC) formed to effect a future business combination, making this IPO a material definitive agreement entry point for its eventual M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03"},{"id":23590,"accession_number":"0001213900-26-084616","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a private placement of 350,000 units to the Sponsor at $10.00 per unit ($3.5M gross proceeds) pursuant to Section 4(a)(2) exemption from registration. This is a classic unregistered equity issuance contemporaneous with the IPO closing. The supplemental press releases confirm the concurrent $414M IPO completion, making this a material capital-raising event typical of SPAC formations where sponsors purchase founder shares alongside the public offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03"},{"id":23591,"accession_number":"0001213900-26-084616","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"William Sherman was appointed to the Board of Directors effective July 31, 2026, and simultaneously appointed to the Audit Committee (as interim chair) and Compensation Committee (as chair). This is a clear executive appointment in connection with the company's IPO. While the filing also mentions indemnification agreements with directors and officers, the principal disclosed action is the appointment of Sherman to the board and committee roles.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03"},{"id":23592,"accession_number":"0001213900-26-084616","item_number":"5.03","item_title":"Amendments to Certificate of Incorporation or","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses the filing of an amended and restated memorandum and articles of association with the Cayman Islands Registrar on July 30, 2026, in connection with the IPO. This is a routine governance/corporate formality—the amendment of organizational documents to reflect the company's new public status. While the IPO itself is material (evidenced by the supplemental press releases), the Item 5.03 disclosure itself is a standard administrative filing of amended bylaws/articles, not a material event in its own right. The supplemental exhibits confirm the IPO activity but do not change the classification of this specific Item, which is governance-administrative rather than a material business event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03"},{"id":23593,"accession_number":"0001213900-26-084616","item_number":"8.01","item_title":"Other Events.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"This Item 8.01 discloses the completion of Churchill Capital Corp XIII's $414 million IPO, with press releases announcing the pricing (July 30, 2026) and closing (August 3, 2026) attached as exhibits. While technically an IPO rather than earnings, the disclosure of the capital raise and trust account mechanics is a material financial event that would affect investor assessment of the company's capitalization and operational structure. The \"earnings_release\" category is the closest fit in the taxonomy for a major capital event disclosed via press release, though this is a special case of a SPAC IPO rather than periodic financial results.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T02:24:04.760589+00:00","company_name":"Churchill Capital Corp XIII","ticker":null,"filing_date":"2026-08-03"}]}