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- Only Holders of Our Class B Ordinary Shares Will Have the Right to Vote On the Appointment and Removal of Directors (new) — Public shareholders have no say in director appointments before the business combination, concentrating control with the sponsor.
- Conflicts of Interest (new) — The CEO's fiduciary duty to an affiliate of the sponsor may divert acquisition opportunities away from the SPAC.
- Litigation (new) — The CEO was a named defendant in a shareholder lawsuit alleging fiduciaries withheld information about Multiplan's largest customer.
- Substantial Profit (new) — Sponsor and insiders can profit substantially from a business combination even if the target later declines in value, misaligning their incentives with public shareholders.
- Controlled-company Status (new) — Prospectus discloses controlled-company status under exchange rules, which permits exemptions from certain independent-director and committee requirements.
Churchill Capital Corp XIII files for $300M SPAC IPO at $10.00 per unit
Filed July 15, 2026 · ~1 min read
Key Changes
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Offering 30,000,000 units at $10.00 each, with net proceeds to the company of $301M; $300M will be placed in a trust account.
The Offering verify on EDGAR → -
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The company is a blank check company with no operations or revenues, and has not identified any business combination target.
Business view on EDGAR → -
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Public shareholders will face immediate and substantial dilution of approximately 111.90% due to founder shares purchased at $0.002 per share.
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Only Class B shareholders (the sponsor) can vote on director appointments, making the company a controlled company under Nasdaq rules.
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CEO Michael Klein is a named defendant in a shareholder lawsuit alleging fiduciaries withheld information about Multiplan's largest customer.
Summary
Churchill Capital Corp XIII, a blank check company led by Michael Klein, is seeking to raise $300 million in an initial public offering of 30 million units at $10.00 per unit. The company has no operations or revenues and has not identified a business combination target. Net proceeds to the company are $301 million, with $300 million placed in a trust account.
Public shareholders will face immediate and substantial dilution of approximately 111.90% because the sponsor acquired founder shares at a nominal price of $0.002 per share. Only Class B shareholders, controlled by the sponsor, can vote on director appointments, making the company a controlled company under Nasdaq rules.
CEO Michael Klein is a named defendant in a shareholder lawsuit alleging fiduciaries withheld information about Multiplan's largest customer. The sponsor and management have conflicts of interest, including involvement with other blank check companies and the potential to profit even if a target declines in value. These factors raise significant concerns about governance and alignment of interests for public investors.
Section-by-Section Diff
The Offering · The Offering
SPAC offering 30M units at $10.00 each, with founder shares and private placement units, and a trust account of $300M.
Added in current filing · verify on EDGAR →
30,000,000 units, at $10.00 per unit
The company is offering 30 million units at $10.00 each, raising $300 million in net proceeds from the public offering. Each unit includes one Class A ordinary share and one-tenth of a warrant.
Added in current filing · verify on EDGAR →
$300.0 million, or $10.00 per unit ($345.0 million, or $10.00 per unit, if the underwriter’s overallotment option is exercised in full) will be placed into a U.S.-based trust account
The company will place $300 million (or $345 million if the overallotment option is fully exercised) into a trust account, representing $10.00 per unit. This amount includes deferred underwriting discounts and commissions.
Added in current filing · verify on EDGAR →
In January 2026, our sponsor purchased 14,375,000 Class B ordinary shares for a purchase price of $25,000.
The sponsor acquired 14,375,000 Class B ordinary shares for only $25,000, a nominal price. These shares will convert to Class A shares and represent a significant ownership stake, potentially diluting public shareholders.
Added in current filing · verify on EDGAR →
Prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment and removal of directors.
Before the business combination, only Class B shareholders (the sponsor) can vote on director appointments, leaving public Class A shareholders without a voice in governance during this period.
Added in current filing · verify on EDGAR →
we would need 9,825,001, or 32.75% (assuming all issued and outstanding shares are voted and the underwriter’s overallotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination
If all shares are voted, the SPAC needs about 32.75% of public shares to approve a deal, in addition to founder and private placement shares. This is a relatively low threshold because insiders already hold 25% of the company.
Added in current filing · verify on EDGAR →
Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares, regardless of such vote pertains to an ordinary resolution or a special resolution of two-thirds of our ordinary shares voted at the meeting, we would need 3,100,000 public shares, or 10.33% of the 30,000,000 public shares sold in this offering, in addition to our founder shares and private placement shares to be voted in favor of an initial business combination in order to approve an initial business combination.
With only a quorum voting, as few as 10.33% of public shares can approve a business combination. This makes it easier for insiders to push through a deal even if most public shareholders oppose it.
Added in current filing · verify on EDGAR →
a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent.
Shareholders holding more than 15% of the public shares cannot redeem all of them without company consent. This limits the ability of large holders to exit via redemption and may force them to remain invested even if they oppose the deal.
Added in current filing · verify on EDGAR →
We are a blank check company that has conducted no operations and has generated no revenues to date.
The company explicitly states it is a blank check company with no operations or revenues, which is a fundamental characteristic of this offering. This means investors are betting solely on the management team's ability to find and complete a business combination.
Use of Proceeds · Use of Proceeds
SPAC offering 30M units at $10.00; $300M net proceeds to trust, $1M not held in trust for expenses.
Added in current filing · verify on EDGAR →
We are offering 30,000,000 units at an offering price of $10.00 per unit.
The company is offering 30 million units at $10.00 each, for net proceeds of $300 million before the over-allotment option. This is a preliminary offering size stated in the S-1; final terms may change.
Added in current filing · verify on EDGAR →
Held in trust account(1) (3) | $ 300,000,000 | $ 345,000,000
The table shows $300 million (or $345 million if the over-allotment option is fully exercised) will be held in a trust account, representing 100% of the public offering size. This is standard for SPACs and ensures funds are available for redemptions or a business combination.
Added in current filing · verify on EDGAR →
Not held in trust account | $ 1,000,000 | $ 1,000,000
Only $1 million of the net proceeds will not be held in the trust account. This amount is allocated for operating expenses, including legal, accounting, and administrative costs, as detailed in the subsequent table.
Added in current filing · verify on EDGAR →
The underwriter has agreed to defer underwriting discounts and commissions equal to (x) 3.50% of the gross proceeds of this offering, or $10,500,000 (or $12,075,000 if the underwriter’s overallotment option is exercised in full), will be placed in the trust account and released to the underwriter only upon the completion of an initial business combination
A portion of the underwriting discount (3.50% of gross proceeds) is deferred and placed in the trust account, payable only upon completion of a business combination. This aligns underwriter compensation with deal completion but reduces funds available to the company if no deal occurs.
Added in current filing · verify on EDGAR →
We will reimburse the managing member of our sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us.
The company will pay its sponsor $30,000 per month for administrative support, totaling $360,000 over 12 months as shown in the use of proceeds table. This is a related-party transaction that reduces funds available for other purposes.
Dilution · Dilution
SPAC dilution table shows NTBV per share from $7.15 to $(1.19) depending on redemptions and over-allotment.
Added in current filing · verify on EDGAR →
Assuming Full Exercise of Over-Allotment Option 7.15 | 6.50 | 3.50 | 5.46 | 4.54 | 3.55 | 6.45 | (1.15) | 11.15 Assuming No Exercise of Over-Allotment Option 7.13 | 6.48 | 3.52 | 5.43 | 4.57 | 3.51 | 6.49 | (1.19) | 11.19
The table shows net tangible book value (NTBV) per share after the offering under different redemption scenarios. With no redemptions, NTBV is about $7.13-$7.15, but with maximum redemptions it becomes negative at $(1.19) or $(1.15), meaning public shareholders who do not redeem could see their investment worth less than the $10.00 offering price. The difference between NTBV and offering price is also shown, ranging from $3.50 to $11.19.
Added in current filing · verify on EDGAR →
assume the issuance of 30,000,000 Class A ordinary shares (or 34,500,000 Class A ordinary shares if the over-allotment option is exercised in full), 11,500,000 founder shares (up to 1,500,000 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full) and 350,000 private placement shares
The dilution calculation assumes issuance of 30 million Class A shares (34.5 million with over-allotment), 11.5 million founder shares, and 350,000 private placement shares. These assumptions determine the share count used in the NTBV per share calculation.
Added in current filing · verify on EDGAR →
Such calculations do not reflect any dilution associated with the exercise of warrants as the warrants are accounted for as equity and are only exercisable following the consummation of our initial business combination. The assumed exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized.
The dilution table excludes the impact of warrant exercises. If warrants are exercised, dilution to public shareholders would be higher than shown, especially with cashless exercise.
Added in current filing · verify on EDGAR →
Further, we may need to issue additional securities as we intend to seek an initial business combination with a target company with an enterprise value greater than the net proceeds of the offering and the sale of private placement units and the issuance of the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.
The company may issue additional securities for a business combination, which could significantly dilute public shareholders. Anti-dilution provisions on Class B shares could further increase dilution if conversion occurs at greater than one-to-one.
Risk Factors · Risk Factors
SPAC with no operating history, no target, and risks around shareholder voting, redemptions, CFIUS review, and litigation involving CEO Michael Klein.
Added in current filing · verify on EDGAR →
Michael Klein, our Chief Executive Officer, President and Chairman, was a named defendant in several litigations brought in the Delaware Court of Chancery and consolidated as In re Multiplan Stockholders Litigation, C.A. No. 2021-0300-LWW.
The CEO is a named defendant in a shareholder lawsuit alleging fiduciaries withheld information about Multiplan's largest customer. This is a company-specific risk that could distract management and harm reputation.
Added in current filing · verify on EDGAR →
Our amended and restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each of the non-independent directors nominated by our sponsor, to approve our initial business combination, which may have the effect of delaying or preventing a business combination that our public shareholders would consider favorable.
The company's initial business combination requires approval by a majority of the board, including a majority of independent directors and each sponsor-nominated non-independent director. This gives the sponsor significant influence over any deal and could block transactions that public shareholders might prefer.
Added in current filing · verify on EDGAR →
Since only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
The company will be a controlled company under Nasdaq rules because only Class B shareholders can vote on director appointments. This allows the company to opt out of requirements for a majority-independent board and an independent compensation committee, reducing governance protections for public shareholders.
Added in current filing · verify on EDGAR →
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
The trust account may be subject to claims from third parties who do not waive their rights, potentially reducing the amount available for redemptions below $10.00 per share. The sponsor has agreed to indemnify the company for certain claims, but the sponsor's ability to satisfy those obligations is uncertain.
Added in current filing · verify on EDGAR →
prior to this offering, our initial shareholders paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.002 per share
The initial shareholders acquired founder shares at a nominal price of about $0.002 per share, far below the $10.00 public offering price. This creates significant dilution for public shareholders upon conversion of founder shares into Class A ordinary shares.
Added in current filing · verify on EDGAR →
Assuming a trading price of $10.00 per public share upon consummation of our initial business combination, the 10,000,000 founder shares would have an aggregate implied value of $100,000,000. Even if the trading price of our ordinary shares were as low as $0.34 per share, and the private placement units are worthless, the value of the founder shares would be equal to our sponsor’s aggregate initial investment in us.
The sponsor can realize a substantial profit on founder shares even if the public shares lose significant value, potentially misaligning incentives toward riskier business combinations.
Added in current filing · verify on EDGAR →
you and the other public shareholders will incur an immediate and substantial dilution of approximately 111.90% (or $11.19 per share, assuming no exercise of the underwriter’s overallotment option), the difference between the pro forma net tangible book value per share after this offering of ($1.19) and the initial offering price of $10.00 per unit (assuming a maximum redemption scenario)
The prospectus states that public shareholders will face immediate dilution of about 111.90% because the sponsor bought founder shares at roughly $0.002 per share. This is a company-specific figure showing how much of the offering price is not backed by net tangible book value.
Added in current filing · verify on EDGAR →
Since our sponsor paid only approximately $0.002 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.
The sponsor acquired founder shares at a nominal price, creating an incentive for management to complete a business combination even if the target later loses value. This misalignment of incentives is specific to this SPAC's structure.
MD&A · Management's Discussion and Analysis
Blank check company with no operations or revenue, planning a $300M IPO to fund a future business combination.
Added in current filing · verify on EDGAR →
We have neither engaged in any operations nor generated any revenues to date.
The company is a blank check company with no operating history or revenue. It has not selected a business combination target and has not initiated substantive discussions with any target.
Added in current filing · verify on EDGAR →
will be $301,000,000 (or $346,000,000 if the underwriter’s overallotment option is exercised in full)
The company estimates net proceeds from the offering and private placement units at $301 million, or $346 million if the overallotment option is fully exercised. Of this, $300 million (or $345 million) will be held in the trust account.
Added in current filing · verify on EDGAR →
the payment of $25,000 of expenses on our behalf by our sponsor in exchange for the issuance of the founder shares and loans to us of up to $600,000 by our sponsor under an unsecured promissory note. As of June 30, 2026, we had borrowed $52,440 under the note.
The sponsor paid $25,000 for founder shares and provided loans up to $600,000. As of June 30, 2026, $52,440 was outstanding under the note. These insider arrangements are typical for blank check companies but represent related-party transactions.
Added in current filing · verify on EDGAR →
approximately $100,000 for legal, accounting, due diligence, travel and other expenses associated with any business combinations; $100,000 for legal and accounting fees related to regulatory reporting requirements; $360,000 for 12 months of office space, utilities and administrative support; $100,000 for consulting, travel and miscellaneous expenses, $300,000 for directors and officers liability insurance premiums, and $40,000 for general working capital to cover miscellaneous expenses.
The company estimates its primary liquidity requirements before a business combination at approximately $1 million, broken down into specific expense categories. These are estimates and may differ materially from actual expenses.
Added in current filing · verify on EDGAR →
if we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares.
The company may need additional financing to complete a business combination, which could dilute public shareholders or introduce securities with senior rights. This is a standard risk for blank check companies but important for investors to understand.
Business · Business
Blank-check company led by Michael Klein seeking a business combination, with extensive prior SPAC track record and sponsor compensation details.
Added in current filing · verify on EDGAR →
Our Chairman and CEO, Michael Klein, and the members of our management team have extensive experience with blank check companies and have served as executive officers and directors in nine prior SPACs, five of which successfully completed business combinations with substantial committed capital.
The company discloses that its management team has been involved in nine prior SPACs, with five completing business combinations. This track record is presented as a competitive strength, but investors should note that several prior SPACs were liquidated without completing a deal, and the post-merger stock performance of completed deals has been mixed.
Added in current filing · verify on EDGAR →
Because our sponsor acquired the founder shares at a nominal price of $.002 per share, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units.
The sponsor purchased founder shares at $0.002 per share, far below the public offering price, causing immediate and substantial dilution to public shareholders. This is a significant transfer of value from public investors to the sponsor.
Added in current filing · verify on EDGAR →
In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the total number of all ordinary shares issued and outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares underlying the private placement units issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement units and their underlying securities issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans); provided that such conversion of founder shares will never occur on a less than one-for-one basis.
The founder shares have anti-dilution protection that adjusts the conversion ratio to maintain 25% ownership for the sponsor upon additional issuances. This can significantly dilute public shareholders if the company raises additional capital or issues shares in connection with the business combination.
Added in current filing · verify on EDGAR →
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
The company has not identified or discussed any acquisition target, so investors cannot evaluate the merits or risks of the eventual business combination.
Added in current filing · verify on EDGAR →
M. Klein and Company or any of our Strategic and Operating Partners may compete with us for acquisition opportunities that we may target for our initial business combination.
The sponsor and its affiliates can pursue the same acquisition opportunities and have no obligation to present them to the company, creating a conflict of interest.
Added in current filing · verify on EDGAR →
only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company”
Public shareholders will not have voting rights on director appointments, and the company may rely on the controlled company exemption to avoid certain governance requirements.
Added in current filing · verify on EDGAR →
The amount in the trust account is initially anticipated to be $10.00 per public share.
Public shareholders can redeem their Class A ordinary shares at a per-share price based on the trust account, initially expected to be $10.00 per share. This is the baseline redemption value before any business combination.
Added in current filing · verify on EDGAR →
we would need 9,825,001, or 32.75% (assuming all issued and outstanding shares are voted and the underwriter’s overallotment option is not exercised), of the 30,000,000 public shares sold in this offering to be voted in favor of an initial business combination
If all shares are voted, the company needs 9,825,001 public shares (32.75% of the 30,000,000 public shares) to approve a business combination, in addition to founder and private placement shares. This threshold is lower than a typical majority because initial shareholders have agreed to vote in favor.
Experts · Experts
Auditor WithumSmith+Brown, PC audited Churchill Capital Corp XIII's financial statements as of June 30, 2026.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The financial statements of Churchill Capital Corp XIII as of June 30, 2026 and for the period from January 13, 2026 (inception) through June 30, 2026, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance on the report of such firm given on the authority of such firms as experts in accounting and auditing.
The section identifies WithumSmith+Brown, PC as the independent registered public accounting firm that audited the company's financial statements. This is standard disclosure required by SEC regulations and provides investors with the name of the auditor responsible for the financial statements included in the prospectus.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 30, 2026 · How we verify