07/30/2026 | Press release | Distributed by Public on 07/30/2026 19:43
|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
|
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares, par value $0.0001 per share | (1) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 13,800,000 | (1) | I | See Footnotes(1)(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Klein Michael Stuart 640 FIFTH AVENUE, 14TH FLOOR NEW YORK, NY 10019 |
X | X | See Remarks | |
|
CHURCHILL SPONSOR XIII LLC 640 FIFTH AVENUE, 14TH FLOOR NEW YORK, NY 10019 |
X | |||
|
M. Klein Associates, Inc. 640 FIFTH AVENUE, 14TH FLOOR NEW YORK, NY 10019 |
X | |||
| /s/ Michael Klein | 07/30/2026 | |
| **Signature of Reporting Person | Date | |
| M. Klein Associates, Inc., By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person | 07/30/2026 | |
| **Signature of Reporting Person | Date | |
| Churchill Sponsor XIII LLC, By: M. Klein Associates, Inc., its manager, By: /s/ Lee Jay Taragin, Name: Lee Jay Taragin, Title: Authorized Person: | 07/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reported shares of Churchill Capital Corp XIII (the "Issuer") are directly held by Churchill Sponsor XIII LLC (the "Sponsor") and include up to 1,800,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert into the Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-297472). The Class B ordinary shares have no expiration date. |
| (2) | Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor. |
|
Remarks: Chief Executive Officer, President and Chairman of the Board of Directors |
|