ChampionsGate Acquisition Corp Unit(CHPGU) - 2025 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS (UNAUDITED) Presents unaudited financial statements and notes on organization, accounting, and transactions BALANCE SHEETS (UNAUDITED) Balance Sheets (Unaudited) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Cash | $2,532 | $3 | | Prepaid expenses | $28,954 | $26,000 | | Total Current Assets | $31,486 | $26,003 | | Deferred offering costs | $325,585 | $269,102 | | Total Assets | $357,071 | $295,105 | | Accounts payable and accrued expenses | $98,688 | $67,398 | | Accrued offering costs | $60,573 | $35,320 | | Due to related parties | $91,931 | $54,401 | | Promissory note - related party | $417,147 | $331,927 | | Total Current Liabilities | $668,339 | $489,046 | | Total Liabilities | $668,339 | $489,046 | | Class B ordinary shares | $217 | $217 | | Additional paid-in capital | $56,689 | $56,689 | | Accumulated deficit | $(368,173) | $(250,846) | | Total Shareholders' Deficit | $(311,268) | $(193,941) | STATEMENT OF OPERATIONS (UNAUDITED) Statement of Operations (Unaudited) | Metric | For the Three Months Ended March 31, 2025 | For the period from March 27, 2024 (Inception) to March 31, 2024 | | :------------------------------------------ | :---------------------------------------- | :--------------------------------------------------------------- | | Formation and operating costs | $117,327 | $55 | | Net loss | $(117,327) | $(55) | | Basic and diluted weighted average Class B ordinary shares outstanding | 1,887,097 | 1,887,097 | | Basic and diluted net loss per Class B ordinary share | $(0.06) | $(0.00) | STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) Statement of Changes in Shareholders' Equity (Deficit) (Unaudited) | Metric | Balance as of December 31, 2024 | Net loss | Balance as of March 31, 2025 | | :-------------------------- | :------------------------------ | :--------- | :--------------------------- | | Preference Shares Amount | - | - | - | | Class A Shares Amount | - | - | - | | Class B Shares Amount | $217 | - | $217 | | Additional Paid-in Capital | $56,689 | - | $56,689 | | Contribution Receivable | $(1) | - | $(1) | | Accumulated Deficit | $(250,846) | $(117,327) | $(368,173) | | Total Shareholders' Equity | $(193,941) | $(117,327) | $(311,268) | - The statement gives retroactive effect to the forfeiture of 4,507,258 shares issued to the Sponsor at par value on April 30, 2025[17] STATEMENT OF CASH FLOWS (UNAUDITED) Statement of Cash Flows (Unaudited) | Metric | For the Three Months Ended March 31, 2025 | For the period from March 27, 2024 (Inception) to March 31, 2024 | | :------------------------------------ | :---------------------------------------- | :--------------------------------------------------------------- | | Net loss | $(117,327) | $(55) | | Net Cash Used in Operating Activities | $(86,781) | $(20,962) | | Net Cash Provided by Financing Activities | $89,310 | $20,962 | | Net Change in Cash | $2,529 | - | | Cash, beginning of period | $3 | - | | Cash, end of period | $2,532 | - | - Deferred offering costs included in accrued offering costs were $60,573 as of March 31, 2025, and $50,000 as of March 31, 2024[21] NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Organization, Business Operation and Going Concern Consideration - ChampionsGate Acquisition Corporation is a blank check company incorporated on March 27, 2024, to effect a business combination, and had not commenced any operations as of March 31, 2025[24][25] - The company consummated its IPO on May 29, 2025, selling 7,475,000 units at $10.00 per unit for $74,750,000 gross proceeds, and a simultaneous private placement of 230,000 units for $2,300,000[28][29] - As of March 31, 2025, the company had a working capital deficiency of $636,853 (excluding deferred offering costs), raising substantial doubt about its ability to continue as a going concern[40] Note 2 — Significant Accounting Policies - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[43][44] - Deferred offering costs, including underwriting discounts and commissions, are capitalized and will be charged to shareholders' equity upon the completion of the IPO[47] - Fair value measurements are categorized into a three-level hierarchy (Level 1, 2, 3) based on the observability of inputs, with Level 3 inputs being unobservable estimates and assumptions[51] Note 3 — Initial Public Offering - On May 29, 2025, the company sold 7,475,000 Units in its IPO at $10.00 per Unit, including the full exercise of the over-allotment option[60] - Each Unit consists of one Class A ordinary share and one Right, with each Right entitling the holder to receive one-eighth of one Class A ordinary share upon completion of the initial Business Combination[60] Note 4 — Private Placement - Simultaneously with the IPO closing, Sponsor HoldCo purchased 230,000 Private Placement Units at $10.00 per unit, totaling $2,300,000[61] - These Private Placement Units are identical to IPO Units but are not redeemable, transferable, assignable, or salable by Sponsor HoldCo until the completion of the initial Business Combination[61] Note 5 — Related Party Transactions - The Sponsor initially received 6,677,419 Class B ordinary shares, which were later transferred to Sponsor HoldCo, and 4,507,258 shares were surrendered, leaving Sponsor HoldCo with 2,010,161 insider shares[62][86] - A Promissory Note from the Sponsor for up to $500,000 had an outstanding balance of $417,147 as of March 31, 2025, and $331,927 as of December 31, 2024[66] Due to Related Parties | Due to Related Parties | March 31, 2025 | December 31, 2024 | | :--------------------- | :------------- | :---------------- | | CEO Salary Payable | $55,000 | $32,500 | | CFO Salary & Reimbursement Payable | $36,931 | $21,901 | Note 6 — Commitments and Contingencies - Holders of insider shares, private units, and working capital units are entitled to registration rights, requiring the company to register such securities for resale[72] - The underwriter received a cash underwriting discount of $0.10 per Unit ($747,500) at IPO closing and is entitled to a deferred fee of $0.20 per Unit ($1,495,000) upon completion of a Business Combination[73][75] - The company issued 112,125 Class A ordinary shares to the underwriter as compensation, with an estimated fair value of $293,020 as of the IPO date[74] Note 7 — Shareholder's Equity - As of March 31, 2025, and December 31, 2024, there were no preference shares or Class A ordinary shares issued or outstanding[76][77] - Class B ordinary shares were initially issued to the Sponsor, with subsequent transfers to Sponsor HoldCo and a forfeiture of 4,507,258 shares[78] - Each 'Right' entitles the holder to receive one-eighth of one Class A ordinary share upon consummation of the initial Business Combination, but rights expire worthless if no business combination is completed[79] Note 8 — Segment Information - The company operates as a single segment, with the CEO serving as the Chief Operating Decision Maker (CODM)[81] - The CODM reviews formation and operating costs to manage cash, ensure capital for IPO and Business Combination, and align costs with agreements and budget[83] Formation and Operating Costs | Metric | For the three months ended March 31, 2025 | For the period from March 27, 2024 (Inception) to March 31, 2024 | | :-------------------------- | :---------------------------------------- | :--------------------------------------------------------------- | | Formation and operating costs | $117,327 | $55 | | Net loss | $(117,327) | $(55) | Note 9 — Subsequent Events - On April 30, 2025, IPO terms were updated, and the Sponsor surrendered 4,507,258 insider shares, resulting in Sponsor HoldCo owning 2,010,161 insider shares[85][86] - Executive compensation terms were revised on May 11, 2025, linking payments to IPO consummation and business combination milestones[87][88] - On May 29, 2025, the company consummated its IPO of 7,475,000 Units and a private placement of 230,000 Private Units, depositing $75,123,750 into a trust account[91][93] - On June 26, 2025, Sponsor HoldCo agreed to a Working Capital Loan of up to $500,000, convertible into private units. On July 7, 2025, $350,000 of the Promissory Note was repaid, and the remaining $76,975 was transferred to the Working Capital Loan[95][96] Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's analysis of financial condition, operations, IPO, liquidity, capital, and accounting policies Overview and Initial Public Offering - The company is a blank check company formed to effect a business combination, with no specific target identified yet[100] - On May 29, 2025, the IPO of 7,475,000 units (including over-allotment) at $10.00 per unit generated $74,750,000 gross proceeds[101] - Simultaneously, a private placement of 230,000 units to Sponsor HoldCo generated $2,300,000, with a total of $75,123,750 from both offerings deposited into a trust account[101] Results of Operations - The company has not engaged in operations or generated revenues since inception, with activities focused on organizational efforts and preparing for the IPO and business combination[104] Net Loss and Operating Costs | Metric | Three Months Ended March 31, 2025 | Period from Inception to March 31, 2024 | | :-------------------------- | :---------------------------------- | :-------------------------------------- | | Net loss | $(117,327) | $(55) | | Formation and operating costs | $117,327 | $55 | Liquidity and Capital Resources - Prior to the IPO, liquidity was met through sponsor contributions ($22,901.40) and up to $500,000 in loans from the sponsor[106] - As of March 31, 2025, the company had $2,532 in cash and a working capital deficit of $636,853 (excluding deferred offering costs)[109] - After the IPO and private placement on May 29, 2025, $464,339 cash was held outside the trust account for working capital, and $75,123,750 was placed in the trust account[107][109] - The company incurred $3,259,220 in transaction costs for the IPO, including underwriting fees, deferred underwriting fees, Representative Shares, and other offering costs[107] Contractual Obligations and Off-Balance Sheet Arrangements - As of March 31, 2025, the company had no off-balance sheet arrangements or contractual obligations[116] - Holders of insider shares, Private Placement Units, and Working Capital Units are entitled to registration rights[117] - The underwriters received a $0.10 per Unit cash discount ($747,500) at IPO closing and are entitled to a deferred fee of $0.20 per Unit ($1,495,000) upon consummation of a Business Combination[118] Critical Accounting Policies and Estimates - The preparation of financial statements requires management to make significant estimates and assumptions, and actual results could differ from those estimates[119] Recent Accounting Pronouncements - Management does not believe that any recently issued, but not effective, accounting standards would materially affect the unaudited financial statements if adopted[120] Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, market risk disclosures are not required in this report - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[121] Item 4. CONTROLS AND PROCEDURES Evaluates disclosure controls and procedures, reporting changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2025[122] - Disclosure controls and procedures provide reasonable, not absolute, assurance and have inherent limitations, meaning they may not prevent all errors or fraud[123] Changes in Internal Control Over Financial Reporting - No material changes in internal control over financial reporting occurred during the fiscal quarter covered by this report[125] PART II – OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The company is not involved in any material legal proceedings, nor have any been threatened - The company is not a party to any material legal proceedings, and none have been threatened[127] Item 1A. RISK FACTORS Risk factors are not required, referring to the Prospectus for details with no material changes - As a smaller reporting company, risk factors are not required in this report, but the company refers to its Prospectus for such information[128] - No material changes to the risk factors disclosed in the Prospectus have occurred as of the date of this Quarterly Report[128] Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES Details private equity sales to Sponsor HoldCo and utilization of IPO and private placement proceeds - On May 29, 2025, 230,000 Private Units were sold to Sponsor HoldCo for $2,300,000 in an unregistered sale, exempt under Section 4(a)(2) of the Securities Act[129][130] - The net proceeds of $75,123,750 from the IPO and Private Placement were placed in a Trust Account established for the benefit of the company's public shareholders and the underwriters[132] Item 3. DEFAULTS UPON SENIOR SECURITIES Confirms no defaults upon senior securities occurred during the reporting period - There are no defaults upon senior securities[133] Item 4. MINE SAFETY DISCLOSURES Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[134] Item 5. OTHER INFORMATION No other information is required to be disclosed under this item - No other information is reported under this item[135] Item 6. EXHIBITS Lists all exhibits filed or incorporated by reference, including certifications and XBRL documents - The report includes various exhibits, such as certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents[137] SIGNATURES Contains official signatures of principal executive and financial officers, certifying report accuracy - The report is signed by Bala Padmakumar (Chief Executive Officer) and Evan M. Graj (Chief Financial Officer) on July 7, 2025[140]