Churchill Capital XIII完成4.14億美元IPO 信託賬戶資金到位

EX-99.1
2
ea030111601ex99-1.htm
AUDITED BALANCE SHEET AS OF AUGUST 3, 2026

 

Exhibit 99.1

 

CHURCHILL CAPITAL CORP XIII

 

INDEX TO FINANCIAL STATEMENT

 

 
  
  
 Page

 
 Financial Statement of Churchill Capital Corp XIII:
  
  

 
 Report of Independent Registered Public Accounting Firm
  
 F-2

 
 Balance Sheet as of August 3, 2026
  
 F-3

 
 Notes to Financial Statement
  
 F-4

 

 

 F-1

  

 

 

REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To
the Board of Directors and Shareholders of

Churchill
Capital Corp XIII:

 

Opinion
on the Financial Statement

 

We
have audited the accompanying balance sheet of Churchill Capital Corp XIII (the “Company”) as of August 3, 2026, and the
related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly,
in all material respects, the financial position of the Company as of August 3, 2026, in conformity with accounting principles generally
accepted in the United States of America.

 

Basis
for Opinion

 

The
financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides
a reasonable basis for our opinion.

 

/s/
WithumSmith+Brown, PC

 

We
have served as the Company’s auditor since 2026.

 

New
York, New York

August
7, 2026

 

 F-2

  

 

 

CHURCHILL CAPITAL CORP XIII
BALANCE SHEET
AUGUST 3, 2026

 

 
 ASSETS 
   

 
 Current Assets 
   

 
 Cash 
 $767,080 

 
 Prepaid expenses 
  403,702 

 
 Total Current Assets 
  1,170,782 

 
 Prepaid insurance – long-term 
  294,720 

 
 Cash held in Trust Account 
  414,000,000 

 
 TOTAL ASSETS 
 $415,465,502 

 
   
    

 
 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT 
    

 
 Current Liabilities 
    

 
 Accrued expense 
 $36,225 

 
 Accrued offering costs 
  107,586 

 
 Total Current Liabilities 
  143,811 

 
 Deferred underwriting fee 
  16,990,000 

 
 Total Liabilities 
  17,133,811 

 
   
    

 
 Commitments and Contingencies (Note 6) 
    

 
 Class A ordinary shares subject to possible redemption, 41,400,000 shares at a redemption value of $10.00 per share 
  414,000,000 

 
   
    

 
 Shareholders’ Deficit 
    

 
 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding 
  — 

 
 Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 350,000 issued and outstanding, excluding 41,400,000 shares subject to possible redemption 
  35 

 
 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 13,800,000 shares issued and outstanding 
  1,380 

 
 Additional paid-in capital 
  — 

 
 Accumulated deficit 
  (15,669,724)

 
 Total Shareholders’ Deficit 
  (15,668,309)

 
 TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT 
 $415,465,502 

 

 

The accompanying notes are an integral part of
the financial statement.

 

 F-3

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 1 — Organization and Business Operations

 

Organization and General

 

Churchill Capital Corp XIII
(the “Company”) was incorporated as a Cayman Islands exempted company on January 13, 2026. The Company was incorporated
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as
amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”).

 

As of August 3, 2026, the
Company had not yet commenced operations. All activity for the period from January 13, 2026 (inception) through August 3, 2026 relates
to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The
Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The
Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.

 

Sponsor and Initial Public Offering

 

The Company’s sponsor
is Churchill Sponsor XIII LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering
became effective on July 30, 2026. On August 3, 2026, the Company consummated the Initial Public Offering of 41,400,000 units (the
“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”),
which includes the full exercise by the underwriters of their over-allotment option of 5,400,000 Units, at $10.00 per unit, generating
gross proceeds of $414,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the
sale of 350,000 units (the “Private Placement Units”) (see Note 4), at a price of $10.00 per Private Placement Unit,
in a private placement to the Sponsor, generating gross proceeds of $3,500,000.

 

Transaction costs amounted
to $19,058,909, consisting of $1,500,000 of cash underwriting fee (net of $4,710,000 of underwriter’s reimbursement), $16,990,000
of deferred underwriting fee (see Note 6), and $568,909 of other offering costs.

 

The Trust Account

 

Following the closing of the
Initial Public Offering on August 3, 2026, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units,
and a portion of the proceeds of the sale of the Private Placement Units, are held in the trust account (“Trust Account”)
and will be invested only in U.S. government treasury obligations with a maturity of one hundred eighty-five (185) days or less
or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that
invest only in direct U.S. government obligations and, may at any time be held as cash or cash items, including in demand deposit
accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination
or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be
used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

 

The Company’s amended
and restated memorandum and articles of association provides that, other than the permitted withdrawals (as defined below), if any, none
of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination;
(ii) the redemption of any Public Shares that have been properly submitted in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance
or timing of its obligation to redeem 100% of the Public Shares if it does not complete an Initial Business Combination within 24 months
from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering 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 Initial Public Offering) (the “Combination Period”) or (B) with respect to any other provision
relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the redemption of
100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds
deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority
over the claims of the Company’s public shareholders.

 

 F-4

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 1 — Organization and Business
Operations (cont.)

 

Initial Business Combination

 

The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement
Units, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating
an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an
aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and
taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore,
there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

 

The Company, after signing
a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination
at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they
vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in
the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest
earned on the funds held in the Trust Account (net of amounts withdrawn to fund the working capital requirements, subject to an annual
limit of $1,000,000, and to pay taxes (“permitted withdrawals”)), (ii) provide shareholders with the opportunity to sell
their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash
equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to
the consummation of the Initial Business Combination, including interest less permitted withdrawals. The decision as to whether the Company
will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender
offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by
law or under Nasdaq rules.

 

Pursuant to the Company’s
memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Combination Period,
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall
be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number
of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions
from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial
Business Combination within the Combination Period. However, if the Sponsor and management team acquires Public Shares in or after the
Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the
Company fails to complete the Initial Business Combination within the Combination Period.

 

In the event of a liquidation,
dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share
ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders
with the opportunity to redeem its Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the
Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

 

 F-5

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 2 — Significant Accounting Policies

 

Basis of Presentation

 

The accompanying audited financial
statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)
and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

 

Liquidity and Capital Resources

 

The Company’s liquidity
needs up to August 3, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $600,000 (see
Note 5). As of August 3, 2026, the Company had cash of $767,080 and working capital of $1,026,971.

 

In order to fund working capital
deficiencies or finance transaction costs in connection with a Initial Business Combination, the Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay such loaned amounts at that time.
Up to $1,500,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00
per unit at the option of the lender. The units would be identical to the Private Placement Units. As of August 3, 2026, the Company had
no borrowings under the Working Capital Loans.

 

In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard
Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements — Going Concern,”,
the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.
However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial
Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate
its business prior to the Initial Business Combination. The Company has the duration of the Combination Period to complete the Initial
Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company
within one year from the date of issuance of the financial statement.

 

Emerging Growth Company Status

 

The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.

 

Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of the audited
financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited financial statement.

 

 F-6

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 2 — Significant Accounting
Policies (cont.)

 

Making estimates requires
management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.

 

Cash and Cash Equivalents

 

The Company considers
all short-term investments held outside of Trust with an original maturity of three months or less when purchased to be cash equivalents. The Company
had $767,080 in cash and no cash equivalents as of August 3, 2026.

 

Cash Held in Trust Account

 

As of August 3, 2026, the assets held in the Trust
Account, amounting to $414,000,000, were held in cash.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company’s financial condition.

 

Offering Costs Associated with the Initial Public Offering

 

The Company complies with
the requirements of FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.”
Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic
470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt
into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
Class A ordinary shares and warrants, using the relative fair value method by allocating Initial Public Offering proceeds first to
assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged
to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’
deficit, as the Public Warrants and Private Warrants (as defined in Note 4), after management’s evaluation, were accounted for under
equity treatment.

 

Fair Value of Financial Instruments

 

The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

 

Fair value is defined as the
price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants
at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

●Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;

 

●Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and

 

●Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

 F-7

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 2 — Significant Accounting
Policies (cont.)

 

Income Taxes

 

The Company accounts for income
taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement
and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major
tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As
of August 3, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States.

 

Warrant Instruments

 

The Company accounted for
the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the
guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified
the warrant instruments as equity instruments at their assigned value.

 

Class A Ordinary Shares Subject to Possible Redemption

 

The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with FASB ASC Topic 480-10-S99,
the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely
within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of
redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,
as of August 3, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ deficit section of the Company’s balance sheet. As of August 3, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:

 

 
 Gross proceeds 
 $414,000,000 

 
 Less: 
    

 
 Proceeds allocated to Public Warrants 
  (2,341,998)

 
 Class A ordinary shares subject to possible redemption, issuance cost 
  (18,946,350)

 
 Plus: 
    

 
 Remeasurement of carrying value to redemption value 
  21,288,348 

 
 Class A ordinary shares subject to possible redemption, August 3, 2026 
 $414,000,000 

 

 

Recent Accounting Pronouncements

 

Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statement.

 

 F-8

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 3 — Initial Public Offering

 

In the Initial Public Offering,
the Company sold 41,400,000 Units at a price of $10.00 per Unit for a total of $414,000,000, which includes the full exercise
of the underwriter’s over-allotment option of 5,400,000 Units. Each Unit consists of one Public Share and one-tenth of one warrant
(each, a “Public Warrant” and collectively, the “Public Warrants”). Each Public Warrant entitles the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments (see Note 7).

 

Note 4 — Private Placement

 

Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of 350,000 Private Placement Units, at a price of $10.00 per Private
Placement Unit, for an aggregate purchase price of $3,500,000. Each Private Placement Unit consists of one Class A ordinary share
and one-tenth of one warrant (each, a “Private Warrant”). Each Private Warrant entitles the holder to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustments. Each warrant will become exercisable 30 days after the completion
of the Initial Business Combination and will not expire except upon liquidation. If the Initial Business Combination is not completed
within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund
the redemption of the Public Shares (subject to the requirements of applicable law).

 

Note 5 — Related Party Transactions

 

Founder Shares

 

On January 13, 2026,
the Company issued an aggregate of 14,375,000 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange
for a $25,000 payment (approximately $0.002 per share) from the Sponsor to cover certain expenses on behalf of the Company. In June 2026,
the Sponsor surrendered 2,875,000 Class B ordinary shares for no consideration and now holds 11,500,000 Class B ordinary shares.
On July 30, 2026, the Company issued, through a share recapitalization, an additional 2,300,000 Class B ordinary shares to the Sponsor,
resulting in the Sponsor holding a total of 13,800,000 Class B ordinary shares.

 

As used herein, unless the context otherwise requires,
“Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical
to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically
convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously
with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or
earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor has
agreed to forfeit up to an aggregate of 1,800,000 Founder Shares to the extent that the over-allotment option was not exercised in full
by the underwriter so that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial
Public Offering. On August 3, 2026, the underwriter exercised its over-allotment option in full as part of the closing of the Initial
Public Offering. As such, the 1,800,000 Founder Shares are no longer subject to forfeiture. The Sponsor will not be entitled to redemption
rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Initial Business
Combination. If the Initial Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights
to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.

 

The Sponsor has agreed not
to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the
Initial Business Combination or (B) subsequent to the Initial Business Combination (the date on which the Company consummates a transaction
which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject to certain limited
exceptions).

 

 F-9

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 5 — Related Party Transactions
(cont.)

 

Promissory Note — Related Party

 

On January 13, 2026,
the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $600,000
to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest
bearing and payable on the earlier of September 30, 2027, or the date on which the Company consummates the Initial Public Offering.
On August 3, 2026, the Company repaid the total outstanding balance of the Note amounting to $368,140. Borrowings under the Note are no
longer available.

 

Administrative Services Agreement

 

Commencing on July 30, 2026,
the effective date of the Initial Public Offering, the Company agreed to reimburse the managing member of the Sponsor in an amount equal
to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination
or the Company’s liquidation, the Company will cease paying these monthly fees.

 

Working Capital Loans

 

In addition, in order to finance
transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Initial
Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such
loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender.
The units and their underlying securities would be identical to the Private Placement Units. As of August 3, 2026, the Company had no
borrowings under the Working Capital Loans.

 

Note 6 — Commitments and Contingencies

 

Risks and Uncertainties

 

The Company’s ability
to complete an Initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s
control. The Company’s ability to consummate an Initial Business Combination could be impacted by, among other things, changes in
laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases
in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability,
such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of
the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete
an Initial Business Combination.

 

Registration Rights

 

The holders of Founder Shares,
Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans
(and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any
Class A ordinary shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or
in connection with the Initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement dated
July 30, 2026. These holders are entitled to make up to three demands and have “piggyback” registration rights. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.

 

 F-10

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 6 — Commitments and Contingencies
(cont.)

 

Underwriter’s Agreement

 

The Company granted the underwriter
a 45-day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 Units to cover over-allotments,
if any. On August 3, 2026, the underwriter elected to fully exercise their over-allotment option to purchase an additional 5,400,000 Units
at a price of $10.00 per Unit.

 

The underwriter was entitled
to a cash underwriting discount of $0.15 per Unit, or $6,210,000 in the aggregate, which was paid to the underwriter upon the closing
of the Initial Public Offering. The underwriter paid the Company an aggregate amount of $4,710,000 at the closing of the Initial Public
Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering.

 

Additionally, the underwriter
is entitled to deferred underwriting discounts and commissions of $16,990,000 in the aggregate, of which (x) $15,490,000, is placed in
a Trust Account located in the United States and to be released to the underwriter only upon the completion of an Initial Business Combination
and (y) $1,500,000 which will be payable to the underwriter from funds available outside the Trust Account upon the Company’s announcement
of its execution of a definitive agreement related to its entry into an initial Business Combination.

 

Note 7 — Shareholders’ Deficit

 

Preference Shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As of August 3, 2026, there were
no preference shares issued or outstanding.

 

Class A Ordinary
Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of
$0.0001 per share. As of August 3, 2026, there were 350,000 Class A ordinary shares issued and outstanding, excluding 41,400,000
shares subject to possible redemption.

 

Class B Ordinary
Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of
$0.0001 per share. On January 13, 2026, the Company issued an aggregate of 14,375,000 Class B ordinary shares to the Sponsor
for $25,000, or approximately $0.002 per share. In June 2026, the Sponsor surrendered 2,875,000 Class B ordinary shares for
no consideration and now holds 11,500,000 Class B ordinary shares. On July 30, 2026, the Company issued, through a share recapitalization,
an additional 2,300,000 Class B ordinary shares to the Sponsor, resulting in the Sponsor holding a total of 13,800,000 Class B ordinary
shares. The Founder Shares include an aggregate of up to 1,800,000 shares subject to forfeiture if the over-allotment option is not exercised
by the underwriter in full. On August 3, 2026, the underwriter exercised its over-allotment option in full as part of the closing of the
Initial Public Offering. As such, the 1,800,000 Founder Shares are no longer subject to forfeiture.

 

Warrants — As
of August 3, 2026, there were 4,140,000 Public Warrants and 35,000 Private Warrants outstanding. Each whole warrant entitles the holder
thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein, at
any time commencing 30 days after the completion of the Initial Business Combination, provided that the Company has an effective
registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a
current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a “cashless basis”
under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under
the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants
will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.

 

 F-11

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 7 — Shareholders’
Deficit (cont.)

 

The Company is not registering
Public Shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in
no event later than fifteen (15) business days after the closing of the Initial Business Combination, the Company will use its
commercially best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement
registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the warrants. The Company will use
its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement.
Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain
in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available.

 

Redemption of warrants for
cash when the price per Class A ordinary shares equals or exceeds $18.00. Beginning 30 days after completion of the Initial
Business Combination, the Company may redeem the outstanding Public Warrants for cash:

 

●In whole and not in part;

 

●At a price of $0.01 per warrant;

 

●Upon not less than 30 days’ prior written notice
of redemption (the “30-day redemption period”); and

 

●if, and only if, the last sale price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior
to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the
warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day
period and the 30-day redemption period.

 

The Private Warrants contained
in the Private Placement Units will be non-redeemable. The Private Warrants may also be exercised for cash or on a “cashless
basis.” The Private Warrants will not expire except upon liquidation.

 

Note 8 — Fair Value Measurements

 

The fair value of the Public Warrants is $2,341,998
or $0.5657 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants
have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents
the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

 

 
   
 August 3,
 2026
 

 
 Volatility 
  10.4%

 
 Risk-free rate 
  4.30%

 
 Share price 
 $9.94 

 
 Weighted term (years) 
  2.69 

 
 Market Pricing Adjustment 
  14.3%

 

 

Note 9 — Segment Information

 

FASB ASC Topic 280, “Segment
Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial
information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,
in deciding how to allocate resources and assess performance.

 

The Company’s CODMs
have been identified as the Chief Executive Officer and the Chief Financial Officer, who review the assets, operating results, and financial
metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that the Company only has one reportable segment.

 

 F-12

  

 

 

CHURCHILL CAPITAL CORP XIII
NOTES TO FINANCIAL STATEMENT
AUGUST 3, 2026

 

Note 9 — Segment Information
(cont.)

 

The CODMs assess performance
for the single segment and decide how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets.

 

When evaluating the Company’s
performance and making key decisions regarding resource allocation the CODMs review several key metrics, which include the following:

 

 
   
 August 3, 2026 

 
 Cash 
 $767,080 

 
 Cash held in Trust Account 
 $414,000,000 

 

 

The CODMs review the position
of total assets available to the Company to assess if the Company has sufficient resources available to discharge its liabilities. The
CODMs are provided with details of cash and liquid resources available with the Company.

 

Note 10 — Subsequent Events

 

The Company evaluated subsequent
events and transactions that occurred after the balance sheet date and through August [_], 2026, the date that the financial statement
was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statement.

 

 F-13