ChampionsGate Acquisition Corp
For the period ended Jun 30, 2025. Filed Aug 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 15, 2025
CHPG$10.53-0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-07-07.
0001213900-25-061810
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-15.
0001213900-25-077011
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 36 previous paragraphs and 53 current paragraphs.
29 unchanged; 7 reworded; 16 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
On June 16, 2025, the Company announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its units, commencing on or about June 20, 2025. The Class A ordinary shares and rights would trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “CHPG” and “CHPGR”, respectively. Units not separated would continue to trade on Nasdaq under the symbol “CHPGU.”
Current report
Recent Development
Current report
On July 31, 2025, Mr. Bala Padmakumar, then Chairman, CEO and director of the Company notified the board of directors of the Company, that he has decided to resign all the positions he held at the Company, effective immediately.
Current report
Mr. Padmakumar had no known disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Current report
Mr. Padmakumar has received all the monthly compensation payments as provided in the offer letter by and between him and the Company, dated as of May 21, 2024 and as amended on May 11, 2025 (“the Offer Letter”) up to July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025.
Current report
For the three months ended June 30, 2025, we had a net loss of $70,056, which consisted of formation and operating costs of $162,486 and stock compensation expense of $155,094. These were partially offset by interest and dividend income on investments held in trust account of $248,334.
Current report
For the six months ended June 30, 2025, we had a net loss of $187,383, which consisted of formation and operating costs of $279,813 and stock compensation expense of $155,094. These were partially offset by interest and dividend income on investments held in trust account of $248,334.
Current report
For the six months ended June 30, 2025, there was $400,679 of cash used in operating activities resulting from net loss of $187,383, dividend earned on investments held in trust account of $248,334, the increase in prepaid expenses of $106,832, the increase in prepaid expenses-related parties of $12,500, and the decrease in accounts payable and accrued expenses of $55,735. The changes were partially offset by stock compensation expense of $155,904 and the increase in due to related parties of $54,201.
Current report
For the period from March 27, 2024 (inception) through June 30, 2024, there was $51,962 of cash used in operating activities resulting from net loss of $64,677 and the increase in prepaid expenses of $25,907. The changes were partially offset by stock compensation expense of $31,905 and the increase in accounts payable and accrued expenses of $6,717.
Current report
For the six months ended June 30, 2025, there was $75,123,750 of cash used in investing activity resulting from the purchase of investments held in trust account.
Current report
For the period from March 27, 2024 (inception) through June 30, 2024, there was no investing activities.
Current report
For the six months ended June 30, 2025, there was $75,907,630 of cash provided by financing activities resulting from the proceeds from public offering of $74,750,000, from private placement of $2,300,000, and from promissory note-related parties of $95,048. The changes were partially offset by the payment of underwriter discount of $747,500 and of deferred offering costs of $489,918.
Current report
For the period from March 22, 2024 (inception) through June 30, 2024, there was $51,962 of cash provided by financing activities resulting from the proceeds from promissory note-related parties of $136,962 and from issuance of Class B ordinary shares of $25,000. The changes were partially offset by the payment of deferred offering costs of $110,000.
Current report
On June 26, 2025, the Company issued a promissory note to the Sponsor HoldCo, under which the Sponsor HoldCo may loan the Company up to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. The Sponsor HoldCo, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to the Cap described below, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by the Sponsor HoldCo in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor HoldCo by (y) $10.00.
Current report
As of June 30, 2025, the Company, had $0 borrowings under the working capital loans.
Current report
On July 7, 2025, the Company repaid $350,000 of the promissory note, dated April 18, 2024, to Sponsor and transferred the remaining balance of $76,975 to the working capital loan.
Reworded paragraphs (7)
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO and after the IPO, identifying a target company for a Business Combination. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We expect to generate non-operating income in the form of interest income on cash and cash equivalents after the IPO. After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO and after the IPO, identifying a target company for a Business Combination. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We expect to generate non-operating income in the form of interest and dividend income on investment held in trust account after the IPO. After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.
Previous wording
For the three months ended March 31, 2025, we had a net loss of $117,327, which consisted of formation and operating costs of $117,327.
Current wording
For the three months ended June 30, 2024, we had a net loss of $64,622, which consisted of formation and operating costs of $32,717 and stock compensation expense of $31,905.
Previous wording
For the period from March 27, 2024 (inception) to March 31, 2024, we had a net loss of $55, which consisted of formation and operating costs of $55.
Current wording
For the period from March 27, 2024 (inception) to June 30, 2024, we had a net loss of $64,677, which consisted of formation and operating costs of $32,772 and stock compensation expense of $31,905.
Previous wording
Our liquidity needs have been satisfied prior to completion of this offering through contribution from our sponsor of $22,901.40 to purchase the founder shares (the initial purchase price of $25,001 for the issuance of the 2,170,161 insider shares less the consideration price of $2,550.72 to be received from directors and officers in exchange for the transfer of certain insider shares) and up to $500,000 in loans from our sponsor under an unsecured promissory note.
Current wording
Our liquidity needs have been satisfied prior to completion of the IPO through contribution from our sponsor of $22,901 to purchase the founder shares (the initial purchase price of $25,001 for the issuance of the 2,170,161 insider shares less the consideration price of $2,551 to be received from directors and officers in exchange for the transfer of certain insider shares) and up to $500,000 in loans from our sponsor under an unsecured promissory note.
Previous wording
As of March 31, 2025, we had $2,532 in cash and a working capital deficit of $636,853 excluding deferred offering costs. Upon the closing of the IPO and the Private Placement on May 29, 2025, cash of $464,339 was held outside of the trust account and is available for the payment of offering costs and for working capital purposes.
Current wording
As of June 30, 2025, we had $383,204 in cash and a working capital of $73,117 excluding deferred offering costs.
Previous wording
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor HoldCo, ponsor or their affiliates or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
Current wording
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor HoldCo, Sponsor or their affiliates or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
Previous wording
Up to $1,500,000 of the loans made by our Sponsor HoldCo, sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor HoldCo, sponsor, our officers and directors or an affiliate of theirs as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Current wording
Up to $1,500,000 of the loans (the “Cap”) made by our Sponsor HoldCo, sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor HoldCo, sponsor, our officers and directors or an affiliate of theirs as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of June 30, 2025, $75,372,084 was held in the Trust Account in money market funds, which are invested in U.S. Treasury Securities. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Initial Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete an Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.