ChampionsGate Acquisition Corp

S-11 ea0208079-04.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 9, 2024.

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ChampionsGate Acquisition Corporation

(Exact name of registrant as specified in its constitutional documents)

Not Applicable

(Translation of Registrant’s name into English)

419 Webster Street

Monterey, CA 93940

(831)-204-7337

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bala Padmakumar

Chief Executive Officer and Chairman

419 Webster Street

Monterey, CA 93940

(831)-204-7337

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

$200,000,000

20,000,000 Units

ChampionsGate Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one Class A ordinary share, par value $0.0001 per share, or “Class A ordinary shares”, and one right to receive one-eighth of one Class A ordinary share. Each eight rights entitle the holder thereof to receive one Class A ordinary share upon the consummation of our business combination. We will not issue fractional shares upon the conversion of the rights. As a result, you must hold rights in multiples of eight in order to receive shares for all of your rights upon the consummation of a business combination.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

We have granted Clear Street LLC, or “Clear Street”, the representative of the underwriters of this offering, a 45-day option to purchase up to an additional 3,000,000 units (over and above the 20,000,000 units referred to above) solely to cover over-allotments, if any.

We will provide the holders of our issued and outstanding ordinary shares that were sold in this offering, or the “public shares,” with the opportunity to redeem their public shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in a trust account, maintained in the U.S. by Wilmington Trust, N.A., as trustee (“Trust Account”), including interest (net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then issued and outstanding public shares that were sold in this offering, no matter if they vote “for”, “against,” or abstain from voting on the business combination proposal. The redemption rights for the public shareholders are subject to certain limitations, including that (i) under our second amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering; and (ii) as our second amended and restated memorandum and articles of association provides that we may not consummate an initial business combination if we cannot maintain net tangible assets of $5,000,001 upon such business combination, we may redeem up to such number of public shares that would permit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cash to pay the purchase price, the redemption threshold may be further limited. For further information, see “Prospectus Summary — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” on page 30 and “Risk Factors — The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.” on page 64 of this prospectus.

However, if the business combination is not approved or consummated, the redeeming public shares will be returned to the respective holders, brokers or banks. In addition, holders of the units sold in this offering, or the “public units” (except with regard to the public shares underlying the public units), and holders of the rights sold in this offering, or the “public rights,” have not been provided with the opportunity to redeem their public units or public rights in connection with the consummation of our initial business combination.

We have 18 months from the closing of this offering to consummate our initial business combination (or up to 27 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). In addition, after the closing of this offering, we may also hold a shareholder meeting to seek shareholders’ approval for an amendment to the then existing memorandum and articles of association, as amended, to modify the amount of time or substance we have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other material provisions relating to shareholders’ rights or pre-initial business

combination activity), provided that we provide the holders of public shares the opportunity to redeem their public shares in connection with such amendment. If we are unable to complete our initial business combination within the time period as described in this prospectus, unless we extend such period pursuant to our second amended and restated memorandum and articles of association, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses), pro rata to our public shareholders, by redeeming 100% of the public shares at a per-share price, payable in cash, as described in this prospectus and thereafter cease all operations except for the purpose of winding up of our affairs, as further described herein.

Prior to the offering, our insiders collectively own 6,677,419 Class B ordinary shares, par value $0.0001 per share, or “insider shares” (up to 870,967 shares of which are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised), including (i) 6,517,419 insider shares owned by [ST Sponsor Investment LLC, or our “Sponsor HoldCo”], 60,000 of which will be transferred to the independent directors of the Company immediately before the offering, (ii) 100,000 insider shares owned by our Chairman, CEO and Director, Bala Padmakumar, and (iii) 60,000 insider shares owned by our CFO and Director, Evan M. Graj. In sum, prior to the offering, our insiders will own approximately 22.5% of our issued and outstanding ordinary shares (without given effect to the sale of the private units and assuming our insiders do not purchase units in this offering). If we increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption or redemption or other appropriate mechanism, as applicable, with respect to our insider shares immediately prior to the consummation of this offering in such amount so as to maintain the number of insider shares, on an as-converted basis, at approximately 22.5% of our issued and outstanding ordinary shares upon the consummation of this offering (without given effect to the sale of the private units and assuming our insiders do not purchase units in this offering). For further information about the adjustment of insider shares, see “Description of Securities — Ordinary Shares” on page 139 of this prospectus.

The insider shares are identical to the Class A ordinary shares of the Company, except that (i) they will automatically convert into our Class A ordinary shares at the time of our initial business combination, (b) they are subject to certain transfer restrictions; (c) prior to our initial business combination, only holders of the insider shares have the right to vote on the appointment or removal of a member of the board of directors for any reason; (d) our [Sponsor HoldCo] and each member of our management team have entered into a letter agreement with us to waiver their redemption rights, rights to liquidating distributions from the Trust Accounts and other shareholder rights enjoyed by holders of the Class A ordinary shares. For further information on the transfer restrictions, see “Principal Shareholders — Restrictions on Transfers of Insider Shares and Private Units” on page 134 of the prospectus; for other information, see “Description of Securities — Insider Shares” on page 142 of the prospectus.

In addition to the insider shares, our [Sponsor HoldCo] has committed to purchase from us an aggregate of 505,000 units (or up to 550,000 units if the underwriters’ over-allotment option is exercised in full) or “private units,” at $10.00 per private unit for a total purchase price of $5,050,000 (or $5,500,000, if the underwriters’ over-allotment option is exercised in full or in part). The sale of the private units will take place on a private placement basis simultaneously with the consummation of this offering. These private units are identical to the public units, subject to limited exceptions as further described herein. All of the proceeds we receive from the private placement will be placed in the Trust Account.

[Certain investors (none of which are affiliated with any member of our management, Mr. Sunny Tan Kah Wei, the manager of our Sponsor HoldCo and sold director and shareholder of ST Sponsor Limited, our “sponsor”, or any other investor), which we refer to as the “non-managing HoldCo investors” throughout this prospectus, have expressed an interest to purchase, indirectly through the purchase of Class X membership interests of the sponsor (“Class X membership interests”), representing interests in an aggregate of 250,000 private units out of the 505,000 placement units to be purchased by the Sponsor HoldCo. Subject to each non-managing HoldCo investor purchasing the placement units allocated to it in connection with the closing of this offering, the Sponsor HoldCo will issue Class Y membership interests (the “Class Y membership interests”) of the Sponsor HoldCo at a nominal purchase price to the non-managing HoldCo investors, reflecting interests in an aggregate of 3,000,000 insider shares of the Company held by our Sponsor HoldCo.]

[The interests of the membership of the Sponsor HoldCo, a Cayman Islands limited liability company currently in the process of formation, are denominated in two classes of membership interests: (i) Class X membership interests representing interests in the insider shares of the Company, (ii) Class Y membership interests that representing interests in the private units of the Company. Before this offering, the sponsor is the sole member of the Sponsor HoldCo. Mr. Sunny Tan Kah Wei (the “sponsor director”), the current manager of the Sponsor HoldCo and sole director and shareholder of the sponsor, will hold membership interests through the sponsor representing the proportional interest in

the insider shares and private units. Any non-managing HoldCo investor that may join the Sponsor HoldCo concurrently with this offering will hold membership interests representing their proportional interest in the insider shares and private units. Pursuant to an agreement of all members of the Sponsor HoldCo, the management and control of the Sponsor HoldCo is vested exclusively to Mr. Tan, as the manager of the Sponsor HoldCo, without any voting, veto, consent or other participation rights by any non-managing HoldCo investors regardless of their membership interest ownership. All matters submitted to a vote by the Sponsor HoldCo will require the affirmative vote of the sponsor, as the managing member of the Sponsor HoldCo, without regard to any membership interests held by any non-managing HoldCo investors. As a result of this management structure, non-managing HoldCo investors will have no right to control the Sponsor HoldCo, or participate in any decision regarding the disposal of any security held by the Sponsor HoldCo, or otherwise.]

[The non-managing HoldCo investors have expressed to us an interest in purchasing up to an aggregate of approximately $200 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter’s over-allotment option), or up to 87.0% of this offering. None of the non-managing HoldCo investors may purchase more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-managing HoldCo investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-managing HoldCo investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing HoldCo investors may determine to purchase a different number (which shall not exceed 9.9% of the units in this offering) or no units in this offering. Depending on how many units are purchased by the non-managing HoldCo investors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors. We do not expect any purchase of units by the non-managing HoldCo investors to negatively impact our ability to meet Nasdaq listing eligibility requirements. In addition, the underwriters have full discretion to allocate the units to investors and may determine to sell fewer units to the non-managing HoldCo investors, or none at all, and the purchase of the non-managing sponsor membership interests is not contingent upon the participation in this offering or vice-versa. The underwriter will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing HoldCo investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non-managing HoldCo investors has any obligation to vote any of their public shares in favor of our initial business combination. Nevertheless, the non-managing HoldCo investors will be incentivized to vote any of their public shares in favor of a business combination due to their indirect ownership through the Sponsor HoldCo of insider shares and private units. For a discussion of certain additional arrangements with the non-managing HoldCo investors, see “Prospectus Summary — The Offering — Expressions of Interest.”]

Following this offering, our [Sponsor HoldCo] will own a total of 5,586,452 insider shares and 505,000 private units, representing 22.9% of the issued and outstanding shares following this offering. In total, the [Sponsor HoldCo] will pay for a nominal aggregate purchase price of $5,522,901.40 for an aggregate of 6,136,452 shares and 505,000 rights (which will be converted to 63,125 shares upon the consummation of our initial business combination).

Lastly, as of September 30, 2024, our sponsor had loaned to us an aggregate of $219,862 to be used to pay formation and a portion of the expenses of this offering, respectively. The loan is payable without interest on the date on which we consummate our initial public offering. If we determine not to proceed with the offering, such amounts would not be repaid. Additionally, in order to meet our working capital needs following the consummation of this offering until completion of an initial business combination, our insiders, officers and directors or their affiliates or designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes, or the “working capital notes,” may be converted upon consummation of our business combination into working capital units at a price of $10.00 per unit, or the “working capital units.” In addition, our insiders, officers and directors or their affiliates or designees may loan us funds in support of our potential extension to allow additional time for us to complete an initial business combination which will be evidenced in extension convertible notes, or the “extension notes,” to be repaid in cash or $10.00 per unit, or the “extension units,” at the closing of our initial business combination. If we do not complete our initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

However, other than the foregoing, our [Sponsor HoldCo], sponsor or any of their affiliates have not received and will not receive any other form of compensation. For further information about compensation received or to be received by our sponsor, its affiliates or promoters, the amount of securities issued or to be issued to our insiders, see “Proposed Business — Our Sponsor HoldCo and Sponsor” on page 96 of the prospectus.

With regard to our directors and officers, other than the insider shares owned by our Chairman, CEO and Director, Mr. Bala Padmakumar, our CFO and Director, Mr. Evan M. Graj, and the expected transfer of 20,000 insider shares to each of our independent directors immediately prior to the offering, we have entered into (i) an offer letter with Mr. Snyder on May 21, 2024, which provides that, in connection with his service as the CEO and Chairman of the Company, Mr. Padmakumar shall receive cash compensation of $7,500 from the date of the offer letter until the IPO is consummated, and (y) $10,000 from the date the IPO is consummated until the end of the term of the offer letter; and (ii) an offer letter with Mr. Graj on May 21, 2024, which provides that, in connection with his service as the CFO of the Company, Mr. Graj shall receive cash compensation of $5,000 from the date of the offer letter until the IPO is consummated, and (y) $6,000 from the date the IPO is consummated until the end of the term of the offer letter. Prior to the offering, we paid the monthly cash compensations through a certain loan provided by the sponsor to us to be used for a portion of the expenses of this offering, evidenced by a certain promissory note issued to the sponsor on April 18, 2024; after the offering, we intend to continue paying them through the net proceeds of this offering that will not be held in the Trust Account. For further information about the source of the compensation, see “Use of Proceeds” on page 78 of this prospectus. Other than the foregoing and the ownership of insider shares by Mr. Padmakumar, Mr. Graj and the independent directors, our directors and officers have not received or will receive any other form of compensation upon the closing of the offering. See “Management — Executive Officer and Director Compensation” on page 123 of the prospectus.

Because of the nominal consideration of $22,901.40 the [Sponsor HoldCo] paid for the insider shares (the initial purchase price of $25,452.12 for the issuance of the 6,677,419 insider shares less the consideration price of $2,550.72 be received from directors and officers in exchange for the transfer of certain insider shares), upon the closing of this offering, your public shares will be significantly diluted. To illustrate, the table below shows material probable transactions or sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the closing of this offering. The table below assumes: Scenario A) 25% of maximum redemption of our public shares are redeemed, Scenario B) 50% of maximum redemption of our public shares are redeemed, Scenario C) 75% of maximum redemption of our public shares are redeemed, and Scenario D) maximum redemptions that would permit us to maintain net tangible assets of $5,000,001 are redeemed.

For further information on the dilutive effect of the insider shares and private units on the value of public shares, see “Dilution” and “Risk Factor—The nominal purchase price paid by our Sponsor HoldCofor the insider shares may result in significant dilution to the implied value of your public shares prior to or upon the consummation of our initial business combination” on pages 83 and 54 of this prospectus.

Mr. Sunny Tan Kah Wei, who is a Malaysian resident and citizen, is currently [the manager of the Sponsor HoldCo] and sole director and shareholder of our sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares held by our [Sponsor HoldCo]. As a result, we may be considered a “foreign person” under rules promulgated by the Committee on Foreign Investment in the United States (CFIUS), and may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as CFIUS), or ultimately prohibited. As a result, the pool of potential targets with which we could complete an initial business combination may be limited. For further information, see “Risk Factor— We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.” on page 76 of this prospectus.

Upon the effectiveness of this prospectus, our management including our officers and directors are all located in the United States. Our sponsor and its sole member are located in Malaysia. There is uncertainty, however, as to whether after the closing of this offering, we will appoint new management member located outside the United States, or in connection with and following the consummation of our initial business combination, all officers and directors of the post-combination entity will be located in the Unites States. If we or post-combination entity has management members outside the United States either before or after the business combination, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon them, our Sponsor HoldCo or our sponsor, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws. For further information, see “Risk Factors — Upon the effectiveness of this prospectus, all of our executive officers and directors will be located inside the United States. However, our sponsor and its sole shareholderare located in Malaysia. There is also uncertainty as to whether after this offering, we will appoint new management member located outside the United States, or the management ofpost-combination entity will have members located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights upon our Sponsor HoldCo, oursponsor or Mr. Tan, orthose future officers and directors located outside the United States appointed after this offering or in connection with the business combination.” on page 72 of this prospectus.

Each of our insiders, including our [Sponsor HoldCo], our sponsor, any affiliate of our [Sponsor HoldCo] or sponsor, our directors or officers, may have interests that may be different from, in addition to or in conflict with yours. Since our [Sponsor HoldCo], sponsor, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our [Sponsor HoldCo], our sponsor, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, directly or indirectly may profit substantially from a business combination as a result of their ownership of insider shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto. In addition, if any of our insiders become aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under the Cayman Islands law, prior to presenting such business combination opportunity to us. For further discussions on potential conflicts of interests between our insiders and the Company or the public shareholders, see “Proposed Business — Our Sponsor HoldCo and Sponsor” and “Management — Confl icts of Interest” on pages 96 and 126 of the prospectus.

Prior to this offering, there has been no public market for our units, ordinary shares, or rights. We have applied to have our units listed on the NASDAQ Global Market, or NASDAQ, under the symbol “CHPGU” on or promptly after the date of this prospectus. The Class A ordinary shares and rights comprising the units will begin separate trading on the 52 nd day after the closing of this offering unless Clear Street informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights will be traded on NASDAQ under the symbols “CHPG” and “CHPGR,” respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 38 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation to subscribe for units may be made to the public in the Cayman Islands.

(1) Includes $0.20 per unit sold, or $4,000,000 (or $4,600,000 if the underwriters’over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions that will be placed in the Trust Account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.20 multiplied by the number of public shares sold as part of the units in this offering, subject to adjustment as described in this prospectus. If no business combination is consummated, such deferred commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred commissions. The table does not include certain other fees and expenses payable (or securities issuable) to the underwriters in connection with this offering. In addition, we have agreed to issue to the representative of the underwriters or its designee an aggregate of 300,000 Class A ordinary shares (or 345,000 Class A ordinary shares if the underwriters’over-allotment option is exercised in full), which we refer to herein as the “representative shares”, as part of representative compensation, which will be issued upon the consummation of this offering. See also “Underwriting”on page 166 of this prospectus for a description of compensation and other items of value payable to the underwriters.

Upon consummation of the offering, $10.05 per unit sold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into the Trust Account maintained by Wilmington Trust, N.A., acting as trustee. Such amount approximately includes $4,000,000, or $4,600,000 if the underwriters’ over-allotment option is exercised in full, payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our liquidation upon our failure to consummate a business combination within the required time period.

The underwriters are offering the units for sale on a firm-commitment basis. Delivery of the units will be made on or about __________, 2024.

Sole Book-Running Manager

Clear Street

The date of this prospectus is _______________, 2024