ChampionsGate Acquisition Corp

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”) on June 5, 2025 (File No. 001-42651) (the “Prospectus”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”) on May 28, 2025 (Registration No. 333-283689) (the “Prospectus”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

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 wording

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”) through July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025.

Previous wording

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 wording

For the three months ended September 30, 2025, we had a net income of $682,288, which consisted of interest and dividend income on investments held in trust account of $795,474. This was partially offset by formation and operating costs of $113,186.

Previous 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.

Current wording

For the three months ended September 30, 2024, we had a net loss of $107,443, which consisted of formation and operating costs of $107,443.

Previous 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.

Current wording

For the period from March 27, 2024 (inception) to September 30, 2024, we had a net loss of $172,120, which consisted of formation and operating costs of $140,215 and stock compensation expense of $31,905.

Previous wording

As of June 30, 2025, we had $383,204 in cash and a working capital of $73,117 excluding deferred offering costs.

Current wording

As of September 30, 2025, we had $17,351 in cash and a working capital deficit of $23,287.

Previous wording

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 wording

For the nine months ended September 30, 2025, there was $432,991 of cash used in operating activities resulting from dividend earned on investments held in trust account of $1,043,808, the increase in prepaid expenses of $57,547, and the decrease in accounts payable and accrued expenses of $36,646. The changes were partially offset by net income of $494,905, stock compensation expense of 155,904 and the increase in due to related parties of $54,201.

Previous wording

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 wording

For the period from March 27, 2024 (inception) through September 30, 2024, there was $91,519 of cash used in operating activities resulting from net loss of $172,120 and the increase in prepaid expenses of $26,000. The changes were partially offset by stock compensation expense of $31,905, the increase in due to related parties of $16,774, and the increase in accounts payable and accrued expenses of $57,922.

Previous wording

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 wording

For the nine months ended September 30, 2025, there was $75,123,750 of cash used in investing activity resulting from the purchase of investments held in trust account.

Previous wording

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 wording

For the nine months ended September 30, 2025, there was $75,574,089 of cash provided by financing activities resulting from the proceeds from the IPO of $74,750,000, from the proceeds of the private placement consummated simultaneously with the IPO of $2,300,000, proceeds from working capital loans provided by a related party of $16,459, and from promissory note provided by a related party of $95,048. The changes were partially offset by the payment of the underwriter discount of $747,500, the payment of promissory note–related party of $350,000, and the payment of deferred offering costs of $489,918.

Previous wording

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 wording

For the period from March 22, 2024 (inception) through September 30, 2024, there was $91,567 of cash provided by financing activities resulting from the proceeds from promissory note-related parties of $219,862 and from issuance of Class B ordinary shares of $25,000. The changes were partially offset by the payment of deferred offering costs of $153,295.

Previous wording

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.

Current wording

As of September 30, 2025, $76,167,558 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.

Previous wording

We intend to use the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our 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.

Current wording

We intend to use the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and up to $100,000 of interest released to the Company to pay dissolution expenses) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our 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.

Previous wording

Prior to the completion of our initial business combination, we will have available to us $1,500,000 of proceeds held outside the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

Current wording

Prior to the completion of our initial business combination, we will have available to the Company $1,500,000 of proceeds held outside the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

Previous 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.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor HoldCo, the 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

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 wording

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. The promissory note 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 promissory 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.

Previous 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.

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 the Company 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 the Sponsor HoldCo, the sponsor, the officers and directors or their affiliates 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.

Previous wording

As of June 30, 2025, the Company, had $0 borrowings under the working capital loans.

Current wording

As of September 30, 2025, the Company had $93,434 of borrowings under the working capital loans.

Previous wording

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.

Current wording

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 loans.