ChampionsGate Acquisition Corp

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 ¹. The Company has not engaged in any operations nor generated any revenue to date, and as such, is classified as a "shell company" under the Securities Exchange Act of 1934 ². Its business model is centered on identifying and acquiring a suitable target business, leveraging cash from its Initial Public Offering (IPO), Private Placement, and potentially additional equity or debt ³. The Company's efforts to identify a prospective target business are not limited to a particular industry or geographic location ⁴.

The Company completed its IPO on May 29, 2025, offering 7,475,000 units, including 975,000 additional units for over-allotments, at an offering price of $10.00 per unit, generating total gross proceeds of $74,750,000 ⁵. Simultaneously, a private placement of 230,000 units was consummated with Sponsor HoldCo at $10.00 per unit, raising an additional $2,300,000 ⁶. Each unit in the IPO consisted of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon completion of the initial business combination ⁷. The net proceeds of $75,123,750 from the IPO and Private Placement were deposited into a U.S.-based trust account, to be invested in U.S. government treasury bills or money market funds ⁸.

For the fiscal year ended December 31, 2025, the Company reported a net income of $1,175,395 ⁹, primarily driven by interest and dividend income of $1,778,580 earned on investments held in the trust account ¹⁰. This income was partially offset by formation and operating costs of $447,281 ¹¹ and stock-based compensation expense of $155,904 ¹². In contrast, for the period from March 27, 2024 (inception) through December 31, 2024, the Company incurred a net loss of $250,846 ¹³, consisting of formation and operating costs of $218,941 ¹⁴ and stock-based compensation expense of $31,905 ¹⁵.

As of December 31, 2025, the Company's cash balance was $17,251 ¹⁶, with a working capital deficit of $77,569 ¹⁷. Investments held in the trust account totaled $76,902,330 ¹⁸. Total liabilities amounted to $1,663,238 ¹⁹, including a deferred underwriting commission payable of $1,495,000 ²⁰ and working capital loans from a related party of $151,671 ²¹. The Company's shareholders' deficit was $(1,572,569) ²². Basic and diluted net income per share for non-redeemable Class A and Class B ordinary shares was $0.18 for the year ended December 31, 2025 ²³, compared to a net loss per share of $(0.13) for the period from March 27, 2024 (inception) through December 31, 2024 ²⁴.

Operational developments during the period include the consummation of the IPO on May 29, 2025, and the subsequent separation of units into Class A ordinary shares and rights, which began trading separately on June 20, 2025 ²⁵. The Company also experienced a change in its independent registered public accounting firm, with UHY LLP being dismissed on July 31, 2025, and TAAD, LLP engaged for the fiscal year ending December 31, 2025 ²⁶.

The Company's primary objective for the upcoming period is to complete an initial business combination, as it has not yet engaged in any operations or generated revenue ²⁷. The Company intends to effectuate this combination using cash from its IPO proceeds, private placement, and potentially the sale of its shares or debt ²⁸. Management's strategy for identifying a target business is not limited to a particular industry or geographic location ²⁹.

The Company's business strategy and acquisition criteria focus on creating shareholder value by leveraging its management team's experience to improve operational efficiency and scale revenue organically or through acquisitions ³⁰. Key criteria for evaluating prospective target businesses include a strong management team with a track record of growth and profitability, niche deal size with underexploited expansion opportunities, and long-term revenue visibility with a defensible market position ³¹. The Company also seeks targets that would benefit from being a U.S. public company, offering attractive risk-adjusted equity returns through organic growth in cash flows, cost savings, accelerated growth via follow-on acquisitions, and other value creation initiatives ³².

Operationally, the Company expects to continue incurring significant costs in pursuit of its acquisition plans ³³. The funds held in the trust account, including interest earned (net of taxes and up to $100,000 for dissolution expenses), are intended to be used to complete the initial business combination ³⁴. If equity or debt is used as consideration for the business combination, remaining trust account proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ³⁵. The Company has $1,500,000 of proceeds held outside the trust account available for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, structuring and negotiating a business combination, and paying taxes ³⁶.

To address potential working capital deficiencies or finance transaction costs, the Sponsor HoldCo, Sponsor, or their affiliates or certain officers and directors may provide loans, up to $1,500,000, which may be convertible into units at $10.00 per unit upon consummation of the initial business combination ³⁷. As of December 31, 2025, the Company had $151,671 in borrowings under working capital loans ³⁸. The Company believes it will need to raise additional funds to meet operating expenditures ³⁹.

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 ⁴⁰. Many competitors possess greater financial, technical, human, and other resources ⁴¹. The Company's ability to acquire larger target businesses is limited by its available financial resources ⁴². The obligation to pay cash for public shareholders exercising redemption rights may reduce resources for the initial business combination and potential future dilutions from outstanding warrants, potentially placing the Company at a competitive disadvantage ⁴³. The current economic downturn and military conflicts, such as in Ukraine, may also lead to increased difficulty in completing a business combination or obtaining financing ⁴⁴.

The Company faces several material risks, primarily stemming from its nature as a blank check company with no operating history or revenues, which creates substantial doubt about its ability to continue as a "going concern" ⁴⁵. There is a risk that public shareholders may not have an opportunity to vote on a proposed business combination, or if a vote occurs, the initial shareholders have agreed to vote in favor regardless of public shareholder sentiment ⁴⁶. The ability of public shareholders to redeem their shares for cash could make the Company's financial condition unattractive to potential targets, or if a large number of shares are redeemed, it could hinder the completion of a desirable business combination or optimize its capital structure ⁴⁷. The requirement to complete an initial business combination within a prescribed timeframe may give target businesses leverage in negotiations and limit due diligence, potentially leading to an inability to find a target or consummate a business combination, resulting in liquidation where public shareholders may only receive $10.00 per share or less, and warrants would expire worthless ⁴⁸. 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, relying on loans from related parties ⁴⁹. Increased competition among SPACs for attractive targets could raise acquisition costs or prevent a business combination ⁵⁰. Nasdaq may delist the Company's securities, limiting investor transactions ⁵¹. The Company may be classified as a passive foreign investment company (PFIC), leading to adverse U.S. federal income tax consequences for U.S. investors ⁵². Reincorporation in another jurisdiction for a business combination may result in taxes for shareholders ⁵³. The Company's status as an emerging growth company and smaller reporting company, taking advantage of disclosure exemptions, could make its securities less attractive and more volatile ⁵⁴. The current economic downturn and military conflicts, such as in Ukraine, may lead to increased difficulty in completing a business combination or obtaining financing ⁵⁵.

Management's overall tone emphasizes the Company's commitment to identifying and evaluating suitable target businesses to complete an initial business combination, leveraging the team's experience in management and operations to create shareholder value through organic growth and acquisitions. The Company's strategic priorities include seeking targets with strong management teams, niche deal sizes offering underexploited expansion opportunities, and long-term revenue visibility with defensible market positions ⁵⁶. Management also prioritizes targets that would benefit from becoming a U.S. public company, offering attractive risk-adjusted equity returns ⁵⁷. The Company acknowledges the need to raise additional funds to meet operating expenditures and potentially to complete a business combination, and notes that the Sponsor HoldCo, Sponsor, or their affiliates may provide loans up to $1,500,000 to fund working capital deficiencies or transaction costs ⁵⁸. The Chief Financial Officer, Evan Graj, is set to receive $15,000 upon the entry of a definitive agreement and another $15,000 upon the closing of an initial business combination ⁵⁹. The Chief Executive Officer, Timothy Lim, will receive $13,250 if the Company enters into a definitive agreement and another $13,250 if the Company consummates an initial business combination ⁶⁰.