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ChampionsGate Acquisition Corp

CHPGR
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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 business activities classify it as a "shell company" under the Securities Exchange Act of 1934 . Its primary business model revolves around identifying and acquiring a target business, leveraging cash from its Initial Public Offering (IPO), private placement, and potential future sales of shares or debt . The Company's efforts to identify a prospective target business are not limited to a particular industry or geographic location .

The Company's core business model is to identify and acquire a target business, thereby offering an alternative to a traditional IPO for the target . Revenue generation is not expected until after the completion of an initial business combination . The Company's primary customer segments are not applicable as it is a blank check company seeking an acquisition. The Company's strategy focuses on creating shareholder value by leveraging its management team's experience to improve operational efficiency and scale revenue organically or through acquisitions . Key acquisition criteria include strong management teams with a track record of growth and profitability, niche deal sizes with underexploited expansion opportunities, long-term revenue visibility with defensible market positions, and businesses that would benefit from being a U.S. public company .

The Company completed its IPO on May 29, 2025, offering 7,475,000 units at $10.00 per unit, generating gross proceeds of $74,750,000 . Each unit consists of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share upon completion of the initial business combination . Simultaneously, a private placement of 230,000 units was consummated with 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 in a U.S.-based trust account, to be invested in U.S. government treasury bills or money market funds .

For the fiscal year ended December 31, 2025, the Company reported a net income of $1,175,395 . This was primarily driven by interest and dividend income earned on investments held in the trust account, totaling $1,778,580 . Operating expenses included formation and operating costs of $447,281 and stock-based compensation expense of $155,904 . 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 . Shareholders' deficit stood at $(1,572,569) .

Comparing the year ended December 31, 2025, to the period from March 27, 2024 (inception) through December 31, 2024, the Company transitioned from a net loss of $250,846 to a net income of $1,175,395 . This shift is primarily attributable to the $1,778,580 in interest and dividend income generated from investments in the trust account, which was established after the IPO in May 2025. Formation and operating costs increased from $218,941 to $447,281 , and stock compensation expense rose from $31,905 to $155,904 . Cash used in operating activities was $491,328 in 2025, compared to $123,142 in 2024. Investing activities in 2025 included the purchase of investments held in the trust account for $75,123,750 , with no investing activities in 2024 . Financing activities provided $75,632,326 in 2025, significantly higher than $123,145 in 2024, due to the IPO and private placement proceeds.

During the reported period, the Company consummated its IPO on May 29, 2025, issuing 7,475,000 units , and 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 experienced a change in its independent registered public accounting firm, dismissing UHY LLP on July 31, 2025, and engaging TAAD, LLP on the same date for the fiscal year ending December 31, 2025 . On July 31, 2025, the former CEO, Bala Padmakumar, resigned from all positions . Timothy Lim assumed the role of CEO, Chairman, and Director in October 2025 .

Business Outlook

The Company's primary objective for the upcoming period is to complete an initial business combination . Management intends to effectuate this combination using cash from the IPO proceeds, private placement, and potentially the sale of additional shares or debt . The Company expects to continue incurring significant costs in pursuit of its acquisition plans . There is no assurance that these plans will be successful .

The Company's growth strategy is centered on identifying and acquiring a target business that aligns with specific criteria. These criteria include businesses with strong management teams that have a track record of driving growth and profitability, or propositions likely to be well-received by public investors . The Company also seeks target companies with underexploited expansion opportunities, which can be realized through accelerating organic growth and identifying attractive add-on acquisition targets . Management's expertise in identifying such targets and assessing strategic and financial fit is a key component of this strategy . Furthermore, the Company intends to target businesses that are near an anticipated inflection point, such as those requiring additional management expertise, capable of innovating new products or services, or where improved profitability can be achieved through an acquisition designed to facilitate growth . The Company also expects 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 .

Operationally, the Company does not expect to generate any operating revenues until after the completion of its initial business combination . Non-operating income is expected to be generated from interest income on marketable securities held in the trust account . The Company will incur expenses as a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as 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 plans to address this need for capital through Working Capital Loans .

Regarding capital allocation, the Company intends to use the funds held in the trust account, including interest earned (net of taxes and up to $100,000 for dissolution expenses), to complete its initial business combination . Prior to the business combination, the Company has $1,500,000 of proceeds held outside the trust account, which will be used primarily to identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, structure and negotiate a business combination, and pay taxes if interest from the trust account is insufficient . The Sponsor HoldCo, Sponsor, or their affiliates or certain officers and directors may loan the Company funds, up to $1,500,000 , to fund working capital deficiencies or finance transaction costs, which may be convertible into units at $10.00 per unit upon consummation of the initial business combination .

The Company faces structural headwinds and execution risks, including intense competition from other entities with similar business objectives, such as other blank check companies, private equity groups, and operating businesses seeking strategic acquisitions . Many of these competitors possess greater financial, technical, human, and other resources . The Company's ability to acquire larger target businesses is limited by its available financial resources . The obligation to pay cash to public shareholders exercising redemption rights may reduce available resources for the initial business combination and potential future dilutions from outstanding warrants, potentially placing the Company at a competitive disadvantage . The requirement to complete the initial business combination within a prescribed timeframe may give potential target businesses leverage in negotiations and decrease the Company's ability to conduct due diligence as the dissolution deadline approaches .

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 dependence on completing a financing transaction . 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, making it difficult to enter into a business combination . A large number of redemptions could also prevent the Company from completing the most desirable business combination or optimizing its capital structure . Failure to complete the initial business combination within the prescribed timeframe would lead to liquidation, where public shareholders may receive only $10.00 per share , or less in certain circumstances, and warrants would expire worthless . Insufficient funds outside the trust account to operate until the Combination Deadline (November 29, 2026, or up to August 29, 2027, if extended ) could limit the search for a target and ability to complete a business combination, making the Company dependent on loans from related parties . Increased competition for attractive targets due to a growing number of SPACs could raise acquisition costs or prevent a business combination . Nasdaq may delist the Company's securities, limiting investor transactions and imposing additional trading restrictions . The ongoing military conflict in Ukraine and related economic sanctions may materially and adversely affect the Company's ability to consummate a business combination or the operations of a target business, potentially impacting equity and debt financing availability .

Management Priorities

Management's overall tone emphasizes the Company's role as a blank check company focused on identifying and executing an initial business combination. They highlight 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 public . Key strategic priorities include leveraging the management team's experience in business management and operations to improve efficiency and scale revenue organically or through acquisitions . They intend to focus on targets with strong management, niche deal sizes with growth potential, long-term revenue visibility, and those that would benefit from public company status . Management acknowledges the need to raise additional funds to meet operating expenditures, with plans to secure Working Capital Loans . The Company's CEO, Timothy Lim, will receive $13,250 if the Company enters into a definitive agreement with a target company and another $13,250 upon the consummation of an initial business combination . The CFO, Evan Graj, will receive $15,000 upon entry into a definitive agreement and $15,000 upon closing of the 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 7, MD&A — Overview
  4. [4] Item 1, Business — General
  5. [5] Item 1, Business — Status as a Public Company
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 1, Business — Business Strategy and Acquisition Criteria
  8. [8] Item 1, Business — Business Strategy and Acquisition Criteria
  9. [9] Item 1, Business — General
  10. [10] Item 1, Business — General
  11. [11] Item 1, Business — General
  12. [12] Item 1, Business — General
  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 — Results of Operations
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 7, MD&A — Liquidity and Capital Resources
  19. [19] Item 8, Balance Sheets — Total Assets
  20. [20] Item 8, Balance Sheets — Investments held in Trust Account
  21. [21] Item 8, Balance Sheets — Total Liabilities
  22. [22] Item 8, Balance Sheets — Deferred underwriting commission payable
  23. [23] Item 8, Balance Sheets — Working capital loan - related party
  24. [24] Item 8, Balance Sheets — Total Shareholders’ Deficit
  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 7, MD&A — Results of Operations
  29. [29] Item 7, MD&A — Results of Operations
  30. [30] Item 7, MD&A — Results of Operations
  31. [31] Item 7, MD&A — Results of Operations
  32. [32] Item 7, MD&A — Liquidity and Capital Resources
  33. [33] Item 7, MD&A — Liquidity and Capital Resources
  34. [34] Item 7, MD&A — Liquidity and Capital Resources
  35. [35] Item 7, MD&A — Liquidity and Capital Resources
  36. [36] Item 7, MD&A — Liquidity and Capital Resources
  37. [37] Item 7, MD&A — Liquidity and Capital Resources
  38. [38] Item 1, Business — General
  39. [39] Item 1, Business — General
  40. [40] Item 7, MD&A — Separation of Units
  41. [41] Item 9, Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  42. [42] Item 13, Certain Relationships and Related Transactions, and Director Independence — Due to/Due from Related Parties
  43. [43] Item 10, Directors, Executive Officers and Corporate Governance — Directors and Executive Officers
  44. [44] Item 7, MD&A — Overview
  45. [45] Item 7, MD&A — Overview
  46. [46] Item 7, MD&A — Overview
  47. [47] Item 7, MD&A — Overview
  48. [48] Item 1, Business — Business Strategy and Acquisition Criteria
  49. [49] Item 1, Business — Business Strategy and Acquisition Criteria
  50. [50] Item 1, Business — Business Strategy and Acquisition Criteria
  51. [51] Item 1, Business — Business Strategy and Acquisition Criteria
  52. [52] Item 1, Business — Business Strategy and Acquisition Criteria
  53. [53] Item 7, MD&A — Results of Operations
  54. [54] Item 7, MD&A — Results of Operations
  55. [55] Item 7, MD&A — Results of Operations
  56. [56] Item 7, MD&A — Liquidity and Capital Resources
  57. [57] Item 7, MD&A — Liquidity and Capital Resources
  58. [58] Item 7, MD&A — Liquidity and Capital Resources
  59. [59] Item 7, MD&A — Liquidity and Capital Resources
  60. [60] Item 7, MD&A — Liquidity and Capital Resources
  61. [61] Item 7, MD&A — Liquidity and Capital Resources
  62. [62] Item 7, MD&A — Liquidity and Capital Resources
  63. [63] Item 7, MD&A — Liquidity and Capital Resources
  64. [64] Item 7, MD&A — Liquidity and Capital Resources
  65. [65] Item 1, Business — Competition
  66. [66] Item 1, Business — Competition
  67. [67] Item 1, Business — Competition
  68. [68] Item 1, Business — Competition
  69. [69] Item 1A, Risk Factors
  70. [70] Item 1A, Risk Factors
  71. [71] Item 1A, Risk Factors
  72. [72] Item 1A, Risk Factors
  73. [73] Item 1A, Risk Factors
  74. [74] Item 1A, Risk Factors
  75. [75] Item 1A, Risk Factors
  76. [76] Item 1A, Risk Factors
  77. [77] Item 1A, Risk Factors
  78. [78] Item 1A, Risk Factors
  79. [79] Item 1A, Risk Factors
  80. [80] Item 1A, Risk Factors
  81. [81] Item 1, Note 1 — Risks and Uncertainties
  82. [82] Item 1, Business — Status as a Public Company
  83. [83] Item 1, Business — Business Strategy and Acquisition Criteria
  84. [84] Item 1, Business — Business Strategy and Acquisition Criteria
  85. [85] Item 7, MD&A — Liquidity and Capital Resources
  86. [86] Item 11, Executive Compensation — Executive Officer and Director Compensation
  87. [87] Item 11, Executive Compensation — Executive Officer and Director Compensation
  88. [88] Item 11, Executive Compensation — Executive Officer and Director Compensation
  89. [89] Item 11, Executive Compensation — Executive Officer and Director Compensation
  90. [90] Item 11, Executive Compensation — Executive Officer and Director Compensation
  91. [91] Item 11, Executive Compensation — Executive Officer and Director Compensation

Analysis on 5/20/2026