Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by ChampionsGate Acquisition Corp, a Cayman Islands exempted company. The report covers events occurring between May 14, 2025, and May 29, 2025, with the filing date of May 30, 2025. The Company is an emerging growth company.
Key Financial Metrics
- IPO Gross Proceeds: $74,750,000 from the sale of 7,475,000 Units at $10.00 per Unit (including full exercise of the 975,000 Unit over-allotment).
- Private Placement Proceeds: $2,300,000 from the sale of 230,000 Private Units to the Sponsor at $10.00 per Unit.
- Total Gross Proceeds: $77,050,000.
- Trust Account Funding: $75,123,750 ($10.05 per Unit) placed in trust, net of transaction expenses and working capital.
- Underwriting Compensation: 112,125 Class A Ordinary Shares issued to the Representative (Clear Street LLC).
- Debt and Liquidity: The filing does not provide specific data on existing debt obligations or operating cash flows outside of the IPO proceeds.
Material Changes
The primary material change is the transition from a pre-IPO entity to a publicly traded company on The Nasdaq Stock Market LLC. Key changes include:
- Issuance of 7,475,000 public Units and 230,000 Private Units.
- Adoption of the Second Amended and Restated Memorandum and Articles of Association.
- Appointment of three new independent directors: William W. Snyder, David Mao, and Robert H. Grigsby.
- Transfer of 20,000 Class B ordinary shares to each of the new independent directors at approximately $0.0116 per share.
Outlook, Risks, and Contingencies
Business Combination Timeline: The Company must complete an initial business combination by November 29, 2026. This deadline may be extended to August 29, 2027, as described in the Registration Statement.
Trust Account Restrictions: Funds in the trust account ($75,123,750) are generally not accessible until the completion of a business combination, a shareholder vote to amend the charter regarding redemption rights, or a liquidation if the combination is not completed by the deadline.
Risks and Contingencies:
- If the Company fails to complete a business combination by the deadline, public shares may be redeemed.
- The Representative Shares are subject to a 180-day lock-up period and restrictions on transfer until the business combination is completed.
- Interest earned on the trust account may be released to the Company solely for tax and dissolution expenses.
Investor Verification Checklist
- Verify the exact terms of the extension mechanism to August 29, 2027, in the Registration Statement.
- Confirm the specific transaction expenses deducted from the gross proceeds to arrive at the $75,123,750 trust balance.
- Review the "Representative Shares" lock-up and waiver terms in the Underwriting Agreement (Exhibit 1.1).
- Check the status of the Sponsor's commitment to the Private Units and any potential dilution effects.
- Validate the independence and qualifications of the newly appointed audit committee members.