Business Context and Reporting Period
Company: ChampionsGate Acquisition Corporation (ChampionsGate)
Reporting Period: Quarter ended March 31, 2025 (10-Q)
Business Type: Cayman Islands exempted company (Blank Check/SPAC) formed on March 27, 2024.
Status: Pre-IPO operations focused on organizational activities and preparation for an Initial Public Offering (IPO). The Company has not commenced commercial operations and has no operating revenue.
Key Financial Metrics
| Metric | Q1 2025 (Three Months Ended Mar 31) | Q1 2024 (Inception to Mar 31) |
|---|---|---|
| Revenue | $0 | $0 |
| Formation & Operating Costs | $117,327 | $55 |
| Net Loss | $(117,327) | $(55) |
| Cash Balance (End of Period) | $2,532 | $0 |
| Total Assets | $357,071 | $295,105 |
| Total Liabilities | $668,339 | $489,046 |
| Shareholders' Deficit | $(311,268) | $(193,941) |
| Working Capital Deficit | $(636,853) | N/A |
Note: Working capital deficit excludes deferred offering costs.
Material Changes and Subsequent Events
The financial statements reflect a pre-IPO state. However, significant events occurred subsequent to the March 31, 2025 balance sheet date, fundamentally altering the Company's capital structure:
- IPO Consummation (May 29, 2025): The Company completed its IPO of 7,475,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $74,750,000.
- Private Placement: Simultaneously, the Sponsor purchased 230,000 Private Placement Units for $2,300,000.
- Trust Account: A total of $75,123,750 was deposited into a trust account for public shareholders.
- Working Capital: Post-IPO, the Company held approximately $464,339 in cash outside the trust account for working capital purposes.
- Debt Repayment: On July 7, 2025, the Company repaid $350,000 of the related-party promissory note and transferred the remaining balance ($76,975) to a new Working Capital Loan.
Outlook, Risks, and Contingencies
- Going Concern: As of March 31, 2025, the Company had a working capital deficiency, raising substantial doubt about its ability to continue as a going concern without the successful completion of the IPO. The subsequent IPO resolved this immediate liquidity crisis.
- Business Combination Deadline: The Company has 18 months from the IPO closing (May 29, 2025) to complete a business combination. This can be extended up to 27 months if the Sponsor deposits additional funds into the trust account ($650,000 per 3-month extension).
- Liquidity Strategy: The Company intends to use trust account interest to pay taxes and dissolution expenses. If funds outside the trust are insufficient, insiders may provide Working Capital Loans (up to $1.5 million convertible to units).
- Risks: Risks include the inability to complete a business combination, market volatility, and geopolitical factors (e.g., Russia-Ukraine conflict) affecting financing or target operations.
Investor Verification Checklist
- IPO Proceeds Verification: Confirm the $74.75M gross proceeds and $75.12M trust deposit are accurately reflected in post-IPO filings (10-K or 8-K).
- Related Party Debt: Verify the status of the $417,147 promissory note outstanding as of March 31, 2025, and confirm the July 2025 repayment details.
- Share Count Adjustments: Note the retroactive forfeiture of 4.5M Class B shares and the conversion of 800k Class B to Class A shares post-balance sheet date.
- Extension Terms: Review the specific terms for extending the business combination deadline beyond 18 months, including the required Sponsor deposits.
- Underwriting Fees: Confirm the deferred underwriting commission of $1,495,000 payable only upon successful business combination.