ChampionsGate Acquisition Corporation

Overview

ChampionsGate Acquisition Corporation is a Cayman Islands exempted company formed as a blank-check or special purpose acquisition company (SPAC). Its primary purpose is to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other business combination with one or more target businesses (the initial business combination). The company has not generated revenue to date and is considered a shell company under the Exchange Act.

Capital raise and funds

• IPO (May 29, 2025): 7,475,000 Units sold at $10.00 per Unit, including 975,000 additional Units for over‑allotments. Gross proceeds: $74,750,000.
• Concurrent private placement: 230,000 Private Placement Units sold to the Sponsor HoldCo at $10.00 per Unit, generating $2,300,000.
• Trust account: $74,750,000 (the amount equal to $10.00 per Unit) is held in a U.S.-based trust account to fund the initial business combination.
• Trust investments: Funds are invested in U.S. Treasury bills with maturities of 185 days or less or in money market funds that meet Rule 2a-7 criteria and invest only in direct U.S. government Treasuries.
• Access to trust funds: Proceeds in the trust account are generally not released until the earliest of (i) completion of the initial business combination, (ii) redemption of public shares in a vote to approve an initial business combination or related amendments, or (iii) redemption of all public shares if no initial business combination is completed by the Combination Deadline. Taxes on interest income may be paid from the trust.

Financial status and employees

• Revenue: None; the company has no operations and has not generated revenue to date.
• Income: The company has incurred losses since inception due to formation and ongoing operating costs.
• Employees and officers:
  • Timothy Lim — Chief Executive Officer and Chairman
  • Evan Graj — Chief Financial Officer and Director
• Time commitment: These two executives are not obligated to devote a specified number of hours. The company does not intend to have full-time employees prior to completion of an initial business combination.

Management and offices

• Management team: The company is managed by the two executive officers listed above.
• Corporate office: 419 Webster Street, Monterey, CA 93940
• Phone: 831-204-7337

Use of proceeds and redemption mechanics

• Use of funds: Trust funds are intended to be used to effectuate an initial business combination.
• Public shareholder redemption rights: Public shareholders may redeem all or a portion of their Class A ordinary shares for cash equal to the per-share amount then on deposit in the trust account (plus earned interest, subject to taxes) divided by the number of outstanding public shares, as of two business days prior to consummation of the initial business combination.
• Redemption terms: The per-share redemption amount is initially anticipated to be $10.00; redeeming shareholders must identify themselves. Warrants have no redemption rights.
• Founder and initial shareholder waivers: Agreements by founders and initial shareholders waive redemption rights with respect to both founder shares and public shares in connection with (i) completion of the initial business combination and (ii) certain charter amendments that would modify redemption rights.
• Excess share redemption limitation: If the company seeks shareholder approval for the initial business combination and does not use tender offers for redemptions, a public shareholder together with its affiliates may not redeem more than 15% of the IPO shares without prior consent.

Initial business combination framework

• Nasdaq 80% net asset test: The company must complete an initial business combination with a total aggregate fair market value of at least 80% of the value of the assets in the trust (excluding certain items) at the signing of a definitive agreement.
• Control and ownership: The post-transaction company is intended to own 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest. The structure may involve issuing a substantial number of new shares, which could leave public shareholders with a minority stake.
• Multiple targets: If more than one target is acquired, the 80% test applies to the aggregate value of the targets.
• Nasdaq listing: If the company is listed on Nasdaq after the initial business combination, it must comply with Nasdaq rules.

Timeline and potential outcomes

• Combination Deadline: If no initial business combination is completed by the Combination Deadline, the company will cease operations, redeem public shares for cash, then liquidate and dissolve; warrants will expire worthless.
• If a business combination is arranged: The company will use the applicable redemption mechanism (proxy or tender offer) in accordance with Nasdaq/listing requirements and applicable law.

Other notes

• Regulatory status: The company qualifies as an “emerging growth company” and a “smaller reporting company” under the JOBS Act and may be eligible for certain disclosure exemptions.
• Reincorporation: The company may reincorporate in another jurisdiction in connection with the initial business combination, which could have tax implications for shareholders.

Summary

ChampionsGate Acquisition Corporation is a SPAC that raised capital through an IPO and a concurrent private placement, holds proceeds in a trust invested in short-term U.S. government instruments, and intends to use those funds to pursue an initial business combination. The company is led by two executive officers, does not expect full-time employees prior to a business combination, and provides redemption rights to public shareholders tied to the trust proceeds, subject to governance and contractual constraints.