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ChampionsGate Acquisition Corp

CHPG
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Business Summary

ChampionsGate Acquisition Corporation (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on March 27, 2024, with the sole purpose of effecting a business combination with one or more operating businesses or entities . The Company has not engaged in any operations nor generated any revenue to date, and its assets consist almost entirely of cash, classifying it as a "shell company" under the Securities Exchange Act of 1934 . The Company's business model is to identify and acquire a suitable target business, leveraging its management team's experience in business management and operations to improve efficiency and scale revenue organically or through acquisitions . The Company seeks target businesses with strong management teams, underexploited expansion opportunities, long-term revenue visibility with defensible market positions, and those that would benefit from being a U.S. public company .

The Company completed its Initial Public Offering (IPO) on May 29, 2025, selling 7,475,000 units at an offering price of $10.00 per unit, generating total gross proceeds of $74,750,000 . Simultaneously, it completed a private placement of 230,000 units to Sponsor HoldCo at $10.00 per unit, generating $2,300,000 in proceeds . A total of $75,123,750 from the IPO and private placement was placed into a U.S.-based trust account, to be invested in U.S. government treasury bills or money market funds . The Company's sole business activity since its IPO has been identifying and evaluating suitable target businesses .

For the fiscal year ended December 31, 2025, the Company reported a net income of $1,175,395 . This income was primarily derived from interest and dividends earned on investments held in the trust account, totaling $1,778,580 . This was partially offset by formation and operating costs of $447,281 and stock-based compensation expense of $155,904 . In contrast, for the period from March 27, 2024 (inception) through December 31, 2024, the Company had a net loss of $250,846 , consisting of formation and operating costs of $218,941 and stock-based compensation expense of $31,905 . As of December 31, 2025, the Company had cash of $17,251 and a working capital deficit of $77,569 . Total assets were $76,992,999 , with investments held in the trust account amounting to $76,902,330 . Total liabilities were $1,663,238 , including a deferred underwriting commission payable of $1,495,000 and a working capital loan from a related party of $151,671 . The Company's shareholders' deficit was $(1,572,569) .

Year-over-year, the Company transitioned from a net loss of $250,846 in the period from inception to December 31, 2024, to a net income of $1,175,395 for the year ended December 31, 2025 . This shift was driven by the $1,778,580 in interest and dividend income generated from the trust account investments, which were not present in the prior period . Formation and operating costs increased from $218,941 to $447,281 , and stock compensation expense rose from $31,905 to $155,904 . The Company's cash balance significantly increased from $3 at December 31, 2024, to $17,251 at December 31, 2025 , primarily due to financing activities related to the IPO and private placement.

During the reported period, the Company consummated its IPO on May 29, 2025, issuing 7,475,000 units, including 975,000 additional units for over-allotments . Concurrently, it completed a private placement of 230,000 units to Sponsor HoldCo . On June 16, 2025, the Company announced that holders of its Public Units could elect to separately trade the Public Shares and Public Rights starting around June 20, 2025 . The Company also issued a promissory note to Sponsor HoldCo on June 26, 2025, allowing for loans up to $500,000 for working capital needs . On July 7, 2025, the Company repaid $350,000 of a promissory note to the Sponsor and transferred the remaining balance of $76,975 to working capital loans . The Company also changed its independent registered public accounting firm from UHY LLP to TAAD, LLP on July 31, 2025 .

Business Outlook

The Company's primary objective for the upcoming period is to complete an initial business combination . It intends to effectuate this combination using cash from the IPO proceeds, private placement, and the sale of its shares, debt, or a combination thereof . The Company expects to continue incurring significant costs in pursuit of its acquisition plans . The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic location .

The Company has identified several growth areas and acquisition criteria. It intends to focus on creating shareholder value by leveraging its management team's experience to improve operational efficiency and scale revenue organically or through acquisitions . The Company will seek to acquire businesses with strong management teams that have a track record of driving growth and profitability, or those with propositions likely to be well-received by public investors . It also intends to seek target companies with underexploited expansion opportunities, which can be achieved through accelerating organic growth and identifying attractive add-on acquisition targets . The management team possesses significant experience in identifying such targets and assisting target management in assessing strategic and financial fit, as well as integrating acquisitions .

The Company plans to evaluate financial returns based on the potential for organic growth in cash flows, the ability to achieve cost savings, the ability to accelerate growth through follow-on acquisitions, and prospects for creating value through other initiatives . It also plans to evaluate potential upside from future growth in the target business' earnings and an improved capital structure . The Company aims to search for target companies that are close to an anticipated inflection point, such as those requiring additional management expertise, those capable of innovating new products or services, or companies where improved profitability can be achieved through an acquisition designed to facilitate growth .

Operationally, the Company expects to generate non-operating income in the form of interest income on marketable securities held in the trust account . It will continue to incur expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to completing an initial business combination . The Company had a working capital deficit of $77,569 as of December 31, 2025 , and believes it will need to raise additional funds to meet operating expenditures . Management's plan to address this need for capital includes utilizing Working Capital Loans . The Company may also need to obtain additional financing to complete its initial business combination or if it becomes obligated to redeem a significant number of public shares, potentially through issuing additional securities or incurring debt .

The Company has $1,500,000 of proceeds held outside the trust account available for working capital purposes . These funds will be primarily used to identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, structure and negotiate business combinations, and pay taxes if interest earned on the trust account is insufficient . The Sponsor HoldCo, Sponsor, or their affiliates or certain officers and directors may loan funds to the Company to cover working capital deficiencies or transaction costs, up to $1,500,000, which may be convertible into units at $10.00 per unit upon consummation of the initial business combination .

Risk Factors

The Company faces several material risks, including its status as a blank check company with no operating history or revenues, which provides no basis to evaluate its ability to achieve its business objective . The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a "going concern" due to working capital deficits and the uncertainty of completing a business combination within the prescribed timeframe . Public shareholders may not have an opportunity to vote on the proposed business combination, and even if a vote occurs, initial shareholders have agreed to vote in favor regardless of public shareholder votes . The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially making it difficult to enter into a business combination . A large number of redemptions could also increase the probability of an unsuccessful business combination and force shareholders to wait for liquidation to redeem shares . The requirement to complete an initial business combination within the prescribed timeframe may give target businesses leverage in negotiations and decrease the Company's ability to conduct due diligence as the dissolution deadline approaches . Failure to complete an initial business combination within the prescribed timeframe would lead to liquidation, where public shareholders may only receive $10.00 per share or less, and warrants would expire worthless . Insufficient funds outside the trust account to operate until November 29, 2026 (or up to August 29, 2027, if extended) could limit the search for targets and ability to complete a combination, making the Company dependent on loans from related parties . Increased competition from other SPACs, private equity groups, and operating businesses may make attractive targets scarcer, increasing acquisition costs or preventing a combination . Nasdaq may delist the Company's securities, limiting investor transactions and imposing additional trading restrictions . The Company may be a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences to U.S. investors . Reincorporation in another jurisdiction in connection with a business combination may result in taxes imposed on shareholders . The current economic downturn and volatility in capital markets may hinder the Company's ability to obtain financing for a business combination . Military conflict in Ukraine or elsewhere may lead to increased price volatility for publicly traded securities, making it difficult to consummate the initial business combination .

Management Priorities

Management's message to shareholders emphasizes the Company's structure as an attractive alternative to a traditional IPO for target businesses, offering a more expeditious and cost-effective method to becoming a public company . They highlight the potential for target businesses to gain greater access to capital, provide management incentives, and use shares as currency for acquisitions once public . The strategic priorities for the period ahead are centered on identifying and evaluating suitable target businesses, with efforts not limited to a particular industry or geographic location . The management team intends to focus on creating shareholder value by leveraging its experience to improve operational efficiency and scale revenue organically and/or through acquisitions . They will seek target businesses with strong management, underexploited expansion opportunities, long-term revenue visibility, and those that would benefit from public company status . The Company's Chief Financial Officer, Evan Graj, is entitled to receive $15,000 upon the entry of a definitive agreement and another $15,000 upon the closing of an initial business combination . The CEO, Chairman, and Director, Timothy Lim, is set to receive $13,250 if the Company enters into a definitive agreement and another $13,250 if the Company consummates an initial business combination .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General
  2. [2] Item 1, Business — General
  3. [3] Item 1, Business — Business Strategy and Acquisition Criteria
  4. [4] Item 1, Business — Business Strategy and Acquisition Criteria
  5. [5] Item 7, MD&A — Our Initial Public Offering
  6. [6] Item 7, MD&A — Our Initial Public Offering
  7. [7] Item 7, MD&A — Our Initial Public Offering
  8. [8] Item 7, MD&A — Our Initial Public Offering
  9. [9] Item 7, MD&A — Results of Operations
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Liquidity and Capital Resources
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 8, Balance Sheets
  19. [19] Item 8, Balance Sheets
  20. [20] Item 8, Balance Sheets
  21. [21] Item 8, Balance Sheets
  22. [22] Item 8, Balance Sheets
  23. [23] Item 8, Balance Sheets
  24. [24] Item 7, MD&A — Results of Operations
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Results of Operations
  27. [27] Item 7, MD&A — Results of Operations
  28. [28] Item 8, Balance Sheets
  29. [29] Item 7, MD&A — Our Initial Public Offering
  30. [30] Item 7, MD&A — Our Initial Public Offering
  31. [31] Item 7, MD&A — Separation of Units
  32. [32] Item 7, MD&A — Liquidity and Capital Resources
  33. [33] Item 7, MD&A — Liquidity and Capital Resources
  34. [34] Item 9, Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  35. [35] Item 1, Business — General
  36. [36] Item 7, MD&A — Overview
  37. [37] Item 7, MD&A — Overview
  38. [38] Item 1, Business — General
  39. [39] Item 1, Business — Business Strategy and Acquisition Criteria
  40. [40] Item 1, Business — Business Strategy and Acquisition Criteria
  41. [41] Item 1, Business — Business Strategy and Acquisition Criteria
  42. [42] Item 1, Business — Business Strategy and Acquisition Criteria
  43. [43] Item 1, Business — Business Strategy and Acquisition Criteria
  44. [44] Item 1, Business — Business Strategy and Acquisition Criteria
  45. [45] Item 1, Business — Business Strategy and Acquisition Criteria
  46. [46] Item 7, MD&A — Results of Operations
  47. [47] Item 7, MD&A — Results of Operations
  48. [48] Item 7, MD&A — Liquidity and Capital Resources
  49. [49] Item 7, MD&A — Liquidity and Capital Resources
  50. [50] Item 1, Note 1 — Going Concern Consideration
  51. [51] Item 7, MD&A — Liquidity and Capital Resources
  52. [52] Item 7, MD&A — Liquidity and Capital Resources
  53. [53] Item 7, MD&A — Liquidity and Capital Resources
  54. [54] Item 7, MD&A — Liquidity and Capital Resources
  55. [55] Item 1A, Risk Factors
  56. [56] Item 1A, Risk Factors
  57. [57] Item 1A, Risk Factors
  58. [58] Item 1A, Risk Factors
  59. [59] Item 1A, Risk Factors
  60. [60] Item 1A, Risk Factors
  61. [61] Item 1A, Risk Factors
  62. [62] Item 1A, Risk Factors
  63. [63] Item 1A, Risk Factors
  64. [64] Item 1A, Risk Factors
  65. [65] Item 1A, Risk Factors
  66. [66] Item 1A, Risk Factors
  67. [67] Item 1A, Risk Factors
  68. [68] Item 1A, Risk Factors
  69. [69] Item 1, Business — Status as a Public Company
  70. [70] Item 1, Business — Status as a Public Company
  71. [71] Item 1, Business — General
  72. [72] Item 1, Business — Business Strategy and Acquisition Criteria
  73. [73] Item 1, Business — Business Strategy and Acquisition Criteria
  74. [74] Item 11, Executive Compensation
  75. [75] Item 11, Executive Compensation

Analysis on 5/20/2026