CHPG 10-Q: $76.2M SPAC trust balance and going-concern note

Rhea-AI Filing Summary

ChampionsGate Acquisition Corporation (CHPG) reports its first post-IPO quarter with net income of $682,288 for the three months ended September 30, 2025, driven by $795,474 of interest and dividend income on investments held in its trust account. Formation and operating costs were $113,186 for the quarter and $392,999 for the nine-month period, plus $155,904 of stock compensation year-to-date.

Following its May 29, 2025 IPO, the company sold 7,475,000 units at $10.00 each and completed a $2,300,000 private placement, resulting in $75,123,750 being deposited into a U.S. trust account. As of September 30, 2025, the trust held $76,167,558, while cash outside the trust was $17,351 and working capital showed a deficit of $23,287.

The SPAC has up to 18 months from the IPO closing, with potential extensions to as long as 27 months under specified scenarios, to complete a business combination or redeem public shares and liquidate. Management discloses that these timelines, ongoing costs, and reliance on working capital loans raise substantial doubt about the company’s ability to continue as a going concern. During the period, prior CEO Bala Padmakumar resigned, and Timothy Boon Liat Lim has since been appointed Chairman and CEO.

Insights

SPAC structure and accounting analyst

CHPG is now fully funded in trust but faces typical SPAC going-concern pressure and tight working capital.

ChampionsGate has completed its IPO, raising $74,750,000 from 7,475,000 public units plus $2,300,000 from 230,000 private placement units. After offering costs and allocations to rights, $75,123,750 was deposited into the trust, which grew to $76,167,558 as of September 30, 2025 through interest and dividend income. That investment income produced quarterly net income of $682,288, a common pattern for early-stage SPACs with minimal operating activity.

Outside the trust, liquidity is limited: cash was only $17,351 and working capital showed a deficit of $23,287. The company relies on related-party promissory notes and working capital loans, with $93,434 outstanding under working capital facilities. Management explicitly states that expected acquisition search costs and the finite business combination window raise substantial doubt about its ability to continue as a going concern, a recurring disclosure in the SPAC space but still important.

The vehicle has 18 months from the IPO closing, with possible extensions up to 24–27 months if conditions and sponsor-funded extension loans (up to $1,495,000 in total) are utilized. If no transaction is completed by the applicable deadline, the trust must be liquidated and public shares redeemed. Leadership also changed, with the prior CEO resigning and Timothy Boon Liat Lim later appointed as Chairman and CEO, while his compensation is tied to signing and closing a definitive business combination agreement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to __________

Commission File Number 001-42651

ChampionsGate Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

419 Webster Street

Monterey, CA 93940

(Address of principal executive offices and zip code)

(831)-204-7337

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-eighth of one Class A ordinary share		CHPGU		The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value		CHPG		The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-eighth of one Class A ordinary share		CHPGR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 13, 2025, there were 8,617,125 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 1,370,161 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

ChampionsGate Acquisition Corporation

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1
Item 1. FINANCIAL STATEMENTS (UNAUDITED)		1
BALANCE SHEETS (UNAUDITED)		1
STATEMENT OF OPERATIONS (UNAUDITED)		2
STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)		3
STATEMENT OF CASH FLOWS (UNAUDITED)		4
NOTES TO UNAUDITED FINANCIAL STATEMENTS		5
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		22
Item 4. CONTROLS AND PROCEDURES		22
PART II – OTHER INFORMATION		23
Item 1. LEGAL PROCEEDINGS		23
Item 1A. RISK FACTORS		23
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES		23
Item 3. DEFAULTS UPON SENIOR SECURITIES		23
Item 4. MINE SAFETY DISCLOSURES		23
Item 5. OTHER INFORMATION		23
Item 6. EXHIBITS		24
SIGNATURES		25

i

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHAMPIONSGATE ACQUISITION CORPORATION

BALANCE SHEETS

(UNAUDITED)

		September 30,				December 31,
		2025				2024
Assets
Current Assets
Cash		$	17,351			$	3
Prepaid expenses			83,547				26,000
Total Current Assets			100,898				26,003
Deferred offering costs			-				269,102
Investments held in Trust Account			76,167,558				-
Total Assets		$	76,268,456			$	295,105
Liabilities and Shareholder’s Deficit
Current Liabilities
Accounts payable and accrued expenses		$	30,751			$	67,398
Accrued offering costs			-				35,320
Due to related parties			-				54,401
Promissory note - related party			-				331,927
Working capital loan - related party			93,434				-
Total Current Liabilities			124,185				489,046
Deferred underwriting commission payable			1,495,000				-
Total Liabilities			1,619,185				489,046
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $10.19 per share as of September 30, 2025 and none for December 31, 2024			76,167,558				-
Shareholders’ Deficit:
Preference shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding			-				-
Class A ordinary shares, $0.0001 par value, 445,000,000 shares authorized, 1,142,125 shares (excluding 7,475,000 shares subject to possible redemption) and none issued and outstanding as of September 30, 2025 and none for December 31, 2024			114				-
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 1,370,161 and 2,170,161 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively			137				217
Additional paid-in capital			-				56,689
Contribution receivable			-				(1	)
Accumulated deficit			(1,518,538	)			(250,846	)
Total Shareholders’ Deficit			(1,518,287	)			(193,941	)
Total Liabilities and Shareholders’ Deficit		$	76,268,456			$	295,105

The accompanying notes are an integral part of these unaudited financial statements. 

1

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)

														For The Period From
		For The Three Months Ended				For The Three Months Ended				For The Nine Months Ended				March 27, 2024 (Inception) Through
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
Formation and operating costs		$	113,186			$	107,443			$	392,999			$	140,215
Stock compensation expense			-				-				155,904				31,905
Loss from operations			(113,186	)			(107,443	)			(548,903	)			(172,120	)
Other income
Interest and dividend income on investments held in Trust Account			795,474				-				1,043,808				-
Total other income			795,474				-				1,043,808				-
Net income (loss)		$	682,288			$	(107,443	)		$	494,905			$	(172,120	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption			7,475,000				-				3,407,721				-
Basic and diluted income per share, Class A ordinary shares subject to possible redemption		$	0.07			$	-			$	0.09			$	-
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares			2,512,286				1,887,097	​(1)(2)			2,172,110				1,887,097	​(1)(2)
Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares		$	0.07			$	(0.06	)		$	0.09			$	(0.09	)

(1) Excludes up to 283,064 of the Class B ordinary shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised (see Note 5). On May 29, 2025, the Company consummated the Initial Public Offering (the “IPO”) of 7,475,000 units at $10.00 per unit, which includes the full exercise of the underwriter’s over-allotment option, therefore the 283,064 Class B ordinary shares are no longer subject to forfeiture.

(2) Gives retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April 30, 2025.

The accompanying notes are an integral part of these unaudited financial statements.

2

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

										Ordinary Shares																Additional												Total
		Preference Shares								Class A								Class B								Paid-in				Contribution				Accumulated				Shareholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				Deficit
Balance as of December 31, 2024			-			$	-				-			$	-				2,170,161			$	217			$	56,689			$	(1	)		$	(250,846	)		$	(193,941	)
Net loss			-				-				-				-				-				-				-				-				(117,327	)			(117,327	)
Balance as of March 31, 2025			-				-				-				-				2,170,161				217				56,689				(1	)			(368,173	)			(311,268	)
Contribution received			-				-				-				-				-				-				-				1				-				1
Sale of private placement units, including over-allotment			-				-				230,000				23				-				-				2,299,977				-				-				2,300,000
Issuance of representative shares			-				-				112,125				11				-				-				293,009				-				-				293,020
Fair value of rights included in public units			-				-				-				-				-				-				2,441,833				-				-				2,441,833
Allocated value of transaction costs to rights included in public units			-				-				-				-				-				-				(123,756	)			-				-				(123,756	)
Initial measurement of carrying value to redemption value			-				-				-				-				-				-				(5,232,258	)			-				(718,789	)			(5,951,047	)
Remeasurement of carrying value to redemption value			-				-				-				-				-				-				-				-				(248,334	)			(248,334	)
Stock compensation expense			-				-				-				-				-				-				155,904				-				-				155,904
Related parties debt forgiveness			-				-				-				-				-				-				108,602				-				-				108,602
Conversion of Class B shares to Class A shares			-				-				800,000				80				(800,000	)			(80	)			-				-				-				-
Net loss			-				-				-				-				-				-				-				-				(70,056	)			(70,056	)
Balance as of June 30, 2025			-				-				1,142,125				114				1,370,161				137				-				-				(1,405,352	)			(1,405,101	)
Remeasurement of carrying value to redemption value			-				-				-				-				-				-				-				-				(795,474	)			(795,474	)
Net income			-				-				-				-				-				-				-				-				682,288				682,288
Balance as of September 30, 2025			-			$	-				1,142,125			$	114				1,370,161			$	137			$	-			$	-			$	(1,518,538	)		$	(1,518,287	)

										Ordinary Shares																Additional												Total
		Preference Shares								Class A								Class B								Paid-in				Contribution				Accumulated				Shareholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				Deficit
Balance as of March 27, 2024 (Inception)			-			$	-				-			$	-				-			$	-			$	-			$	-			$	-			$	-
Shares issued to initial shareholder and executives (1)			-				-				-				-				2,156,250				216				24,784				-				-				25,000
Additional shares issued to initial shareholder			-				-				-				-				4,521,169				452				-				(452	)			-				-
Forfeiture of shares issued to initial shareholder (2)			-				-				-				-				(4,507,258	)			(451	)			-				451				-				-
Net loss			-				-				-				-				-				-				-				-				(55	)			(55	)
Balance as of March 31, 2024			-				-				-				-				2,170,161				217				24,784				(1	)			(55	)			24,945
Stock compensation expense			-				-				-				-				-				-				31,905				-				-				31,905
Net loss			-				-				-				-				-				-				-				-				(64,622	)			(64,622	)
Balance as of June 30, 2024			-				-				-				-				2,170,161				217				56,689				(1	)			(64,677	)			(7,772	)
Net loss			-				-				-				-				-				-				-				-				(107,443	)			(107,443	)
Balance as of September 30, 2024			-			$	-				-			$	-				2,170,161			$	217			$	56,689			$	(1	)		$	(172,120	)		$	(115,215	)

(1) This number includes 283,064 Class B ordinary shares outstanding as the over-allotment option was exercised in full on May 29, 2025 (see Note 5).

(2) Gives retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April 30, 2025.

The accompanying notes are an integral part of these unaudited financial statements.

3

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For The Nine Months Ended				For The Period From March 27, 2024 (Inception) Through
		September 30, 2025				September 30, 2024
Cash Flows from Operating Activities:
Net income (loss)		$	494,905			$	(172,120	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock compensation expense			155,904				31,905
Interest and dividend earned on investments held in Trust Account			(1,043,808	)			-
Changes in operating assets and liabilities:
Prepaid expenses			(57,547	)			(26,000	)
Due to related parties			54,201				16,774
Accounts payable and accrued expenses			(36,646	)			57,922
Net Cash Used in Operating Activities			(432,991	)			(91,519	)
Cash Flows from Investing Activity:
Purchase of investments held in trust account			(75,123,750	)			-
Net Cash Used in investing Activity			(75,123,750	)			-
Cash Flows from Financing Activities:
Proceeds from public offering			74,750,000				-
Proceeds from private placement			2,300,000				-
Proceeds from promissory note - related party			95,048				219,862
Payment of promissory note - related party			(350,000	)			-
Proceeds from working capital loan - related party			16,459				-
Proceeds from issuance of Class B ordinary shares			-				25,000
Payment of underwriter discount			(747,500	)			-
Payment of deferred offering costs			(489,918	)			(153,295	)
Net Cash Provided by Financing Activities			75,574,089				91,567
Net Change in Cash			17,348				48
Cash, beginning of period			3				-
Cash, end of period		$	17,351			$	48
Supplemental Disclosure of Noncash Activities:
Deferred offering costs included in accrued offering costs		$	-			$	70,010
Deferred underwriting commission payable		$	1,495,000			$	-
Capital contribution through repayment of promissory notes		$	1			$	-
Issuance of representative shares		$	293,020			$	-
Conversion of Class B shares to Class A shares		$	80			$	-
Initial measurement of carrying value to redemption value		$	5,951,047			$	-
Remeasurement of carrying value to redemption value		$	1,043,808			$	-
Related parties debt forgiveness		$	108,602			$	-
Conversion of promissory note - related party to working capital loan - related party		$	76,975			$	-

The accompanying notes are an integral part of these unaudited financial statements.

4

CHAMPIONSGATE ACQUISITION CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 — Organization, Business Operation and Going Concern Consideration

ChampionsGate Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 27, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December 31 as its fiscal year end.

As of September 30, 2025, the Company had not commenced any operations. For the period from March 27, 2024 (inception) through September 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to the IPO (see Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (see Note 4).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company’s founder and sponsor is ST Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO and the Private Placement.

On May 29, 2025, the Company consummated IPO of 7,475,000 units (including 975,000 units issued upon the full exercise of the over-allotment option, the “Units”). Each Unit consists of one Class A ordinary share (the “Class A ordinary share”), $0.0001 par value per share, and one right (“Right”) to receive of one-eighth of one Class A ordinary share upon the completion of the initial Business Combination of the Company. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $74,750,000.

Simultaneously with the consummation (the “closing”) of the IPO and the sale of the Units, the Company consummated the Private Placement of 230,000 units (the “Private Placement Units”) to ST Sponsor Investment LLC (the “Sponsor HoldCo”), a Cayman Islands limited liability company which has one member, ST Sponsor Limited, the Company’s Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,300,000, which is described in Note 4. Each Private Placement Unit consists of one Class A ordinary share, and one Right to receive of one-eighth of one Class A ordinary share upon the completion of the initial Business Combination.

Transaction costs amounted to $3,259,220, consisting of $747,500 of underwriting commissions which was paid in cash at the closing date of the IPO, $1,495,000 of deferred underwriting commissions, $293,020 of the Representative Shares (discussed below), and $723,700 of other offering costs. At the IPO closing date, cash of $464,339 was held outside of the trust account (as defined below) and is available for the payment of accrued offering costs and for working capital purposes.

In conjunction with the IPO, the Company issued to the underwriter 112,125 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $293,020.

The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. The Company will complete its initial Business Combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

5

Upon the closing of the IPO, management has agreed that at least $10.05 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”). The funds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to divided and/or interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the trust account will not be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s second amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100% of the Company’s public shares if the Company does not complete the Company’s initial Business Combination within 18 months from the closing of the IPO. (The Company has eighteen (18) months after the Closing Date to complete its initial Business Combination unless the Company and the Sponsor and/or designees elect to extend this initial time period pursuant to the following scenarios: (x) in the event that the Company executes a definitive agreement for an initial Business Combination within 18 months after the Closing Date, it will automatically receive an additional three months to consummate the initial Business Combination or (y) the Company and the Sponsor and/or designees may extend that initial time period two times by an additional three months each time up to for a total period of up to 24 months from the Closing Date,  or 27 months from the closing of the IPO if the condition in scenario (x) is met) (the “Combination Deadline”) provided that the Company’s sponsor and/or designees must deposit (the “extension loans”) into the trust account for each three months extension, $747,500, up to an aggregate of $1,495,000, on or prior to the date of the applicable deadline. or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of public shares if the company are unable to complete their initial Business Combination before the Combination Deadline, subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The ordinary shares subject to redemption will be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

The Company will have until the Combination Deadline to complete its initial Business Combination. The Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor HoldCo and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any insider shares (as defined in Note 5) they hold if the Company fail to consummate an initial Business Combination before the Combination Deadline.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company. Therefore, it cannot be assured that that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

6

Going Concern Consideration

As of September 30, 2025, the Company had a working capital deficit of $23,287. The Company expects to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. Management’s plans to address this need for capital through the Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete a Business Combination before the Combination Deadline, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the required period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited financial statements do not include any adjustments that might result from the Company’s inability to consummate the Business Combination to continue as a going concern.

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial information provided is unaudited but includes all adjustments which management considers necessary for the fair presentation of the results for the period. Operating results for the interim period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

7

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $17,351 and $3 cash in bank as of September 30, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

As of September 30, 2025 and December 31, 2024, substantially all of the assets of $76,167,558 and $0 held in the trust account, respectively, are invested primarily in money market funds. These investments are presented on the balance sheet at fair value at the end of each reporting period. Earnings on these investments are included in interest and dividends income in the accompanying statements of operations and is automatically reinvested. The fair value for these investments is determined using quoted market prices in active markets. The interest and dividend income on investments held in trust account were $795,474 and $0 for the three months ended September 30, 2025 and 2024, respectively, $1,043,808 for the nine months ended September 30, 2025, and $0 for the period from March 27, 2024 (inception) through September 30, 2024.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $250,000. As of September 30, 2025 and December 31, 2024, $0 was over the FDIC limit. The Company has not experienced losses on the account.

Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. 

8

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from loss per share as the redemption value approximates fair value. For the three and nine months ended September 30, 2025, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income (loss) per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented.

		For The Three Months Ended								For The Three Months Ended
		September 30, 2025								September 30, 2024
		Redeemable				Non-Redeemable				Redeemable				Non-Redeemable
		Class A				Class A and Class B				Class A				Class A and Class B
		Ordinary				Ordinary				Ordinary				Ordinary
		Shares				Shares				Shares				Shares
Basic and diluted net income (loss) per ordinary share:
Numerators:
Allocation of net income (loss)		$	510,660			$	171,628			$	-			$	(107,443	)
Denominators:
Basic and diluted weighted average shares outstanding			7,475,000				2,512,286				-				1,887,097	(1)(2)
Basic and diluted net income (loss) per ordinary share		$	0.07			$	0.07			$	-			$	(0.06	)

										For The Period From
										March 27, 2024
		For The Nine Months Ended								(Inception) Through
		September 30, 2025								September 30, 2024
		Redeemable				Non-Redeemable				Redeemable				Non-Redeemable
		Class A				Class A and Class B				Class A				Class A and Class B
		Ordinary				Ordinary				Ordinary				Ordinary
		Shares				Shares				Shares				Shares
Basic and diluted net income (loss) per ordinary share:
Numerators:
Allocation of net income (loss)		$	302,249			$	192,656			$	-			$	(172,120	)
Denominators:
Basic and diluted weighted average shares outstanding			3,407,721				2,172,110				-				1,887,097	​(1)(2)
Basic and diluted net income (loss) per ordinary share		$	0.09			$	0.09			$	-			$	(0.09	)

(1) Excludes up to 283,064 of the Class B ordinary shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised (see Note 5). On May 29, 2025, the Company consummated the IPO of 7,475,000 units at $10.00 per unit, which includes the full exercise of the underwriter’s over-allotment option, therefore the 283,064 Class B ordinary shares are no longer subject to forfeiture.

(2) Gives retroactive effect to forfeiture of 4,507,258 shares issue to the Sponsor at par value on April 30, 2025. 

9

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The public Rights were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below. The following table presents the quantitative information regarding market assumptions used in the valuation of the public Rights:

		May 29, 2025
Unit value		$	10.00
Share price		$	9.67
Conversion ratio			12.5	%
Probability of Business Combination			30.0	%
Discount of lack of marketability (DLOM)			2.0	%
Fair value of each right		$	0.33

The following table presents information about the Company’s assets that are measured at fair value on September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

September 30, 2025		Carrying Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in trust account		$	76,167,558			$	76,167,558			$	-			$	-
Total		$	76,167,558			$	76,167,558			$	-			$	-

December 31, 2024

Carrying Value

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

Investments held in trust account

$

-

$

-

$

-

$

-

Total

$

-

$

-

$

-

$

-

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Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 7,475,000 Class A ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross Proceeds		$	74,750,000
Less:
Proceeds allocated to Public Rights			(2,441,833	)
Class A ordinary shares issuance cost			(3,135,464	)
Plus:
Initial measurement of carrying value to redemption value			5,951,047
Remeasurement of carrying value to redemption value			1,043,808
Class A ordinary shares subject to possible redemption, September 30, 2025		$	76,167,558

Stock Compensation

The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation — Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized stock-based compensation expense in the amount of $0 for the three months ended September 30, 2025, $155,904 for the nine months ended September 30, 2025, $0 for the three months ended September 30, 2024, and $31,905 for the period from March 27, 2024 (inception) to September 30, 2024.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited financial statements.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited financial statements.

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Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

Note 3 — Initial Public Offering

On May 29, 2025, the Company sold 7,475,000 Units (including 975,000 Units issued upon the full exercise of the over-allotment option) in its IPO. Each Unit has an offering price of $10.00 and consists of one share of the Company’s Class A ordinary share and one Right. Each Right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon completion of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 8 in order to receive shares for all of their rights upon closing of a Business Combination.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor HoldCo purchased an aggregate of 230,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $2,300,000 in the Private Placement. Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor HoldCo until the completion of its initial Business Combination (except to certain permitted transferees).

Note 5 — Related Party Transactions

Insider Shares

On April 18, 2024, the Company issued 2,156,250 Class B ordinary shares, par value of $0.0001 each (the “Class B insider shares”), to the Sponsor for a purchase price of $25,000, or approximately $0.012 per share. On June 27, 2024, the Company issued additional 4,521,169 Class B ordinary shares, at par value of $452, which is accounted for as a nominal issuance to the sponsor. In total, an aggregate 6,677,419 Class B ordinary shares were issued to the Sponsor, at a per-share price of approximately $0.004 per share. On February 25, 2025, the Sponsor agreed to transfer all the insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. On April 30, 2025, the Sponsor agreed to surrender 4,507,258 insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares. On May 21, 2025, Sponsor HoldCo converted 800,000 Class B ordinary shares, par value $0.0001 per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A insider shares”, with the Class B insider shares, the “insider shares”). As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares.

On May 15, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 Class B insider shares, for a total purchase price of $1,159 to Bala Padmakumar, the CEO, Chairman and Director of the Company, and 60,000 Class B insider shares for a total purchase price of $695 to Evan M. Graj, the CFO and director of the Company, respectively. The fair value of these 160,000 shares transferred on the grant date was $33,760 or $0.211 per share, based on valuation performed by a third-party specialist. The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details).

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The share price was calculated using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching $10 and the Right valued at one-eighth of the share price. Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, a valuation methodology, was applied to yield a minority non-marketable fair value. The following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by a third-party specialist:

		May 15, 2024
Estimated Volatility			102.5	%
Risk-free rate			4.67	%
Spot price		$	9.639
Discount of lack of marketability (DLOM)			27.02	%

Concurrent with the IPO, the Sponsor transferred an aggregate of 60,000 of its Class B insider shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696. The fair value of these 60,000 shares transferred on the grant date was $156,600 or $2.61 per share per valuation performed by a third-party specialist. The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details).

The share price was calculated using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching $10 and the Right valued at one-eighth of the share price. Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, was applied to yield a minority non-marketable fair value. The following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by a third-party specialist:

		May 29, 2025
Per Share Value of Class A Ordinary Shares		$	8.89
Probability of Business Combination			30.0	%
Per Share Value of Class B Ordinary Shares (Marketable Basis)		$	2.67
Discount of lack of marketability (DLOM)			2.0	%

Promissory Note — Related Party

On April 18, 2024, the Sponsor agreed to loan the Company up to $500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. This Promissory Note is non-interest bearing, unsecured and is due at the earlier of (1) August 31, 2025, or (2) the date on which the Company consummates an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default. On July 7, 2025, the Company repaid $350,000 under the Promissory Note to Sponsor and transferred the remaining balance of $76,975 to the Working Capital Loan (defined below). As of September 30, 2025 and December 31, 2024, the Company has an outstanding loan balance of $0 and $331,927, respectively.

Working Capital Loans

In addition, in order to meet the Company’s working capital needs following the consummation of the IPO if the funds not held in the trust account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s Business Combination into working capital Units at a price of $10.00 per Unit. If the Company do not complete a Business Combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

On June 26, 2025, the Sponsor HoldCo agreed to loan the Company up to $500,000 to meet the Company’s working capital needs following the consummation of the IPO. The loan was evidenced by a promissory note that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company. The Sponsor HoldCo has the right, but not the obligation, to convert this loan, in whole or in part, into private units of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share. The number of private 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.

As of September 30, 2025 and December 31, 2024, the Company had $93,434 and $0 borrowings under the Working Capital Loans, respectively.

13

Due to/Due from Related Parties

On May 21, 2024, the Company signed the offer letter with the CEO and CFO for compensation of $7,500 and $5,000 per month in cash, respectively, and $10,000 and $6,000 per month in cash for the post-IPO period, respectively.

On May 11, 2025, the Company executed an amendment to the offer letter by and between the CEO and the Company, dated May 21, 2024, and an amendment to the offer letter by and between the CFO and the Company, dated May 21, 2024 (the two amendments, collectively, “Amendments”), to revise the terms of the management compensation. Effective on May 11, 2025, the Amendments provide that:

The CEO shall receive (i) monthly cash compensation of $7,500 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $7,500 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $22,500 upon the entry of a definitive agreement by the Company, (iv) $22,500 upon the closing of the Company’s initial business combination.

The CFO shall receive (i) monthly cash compensation of $5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $5,000 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $15,000 upon the entry of a definitive agreement by the Company, (iv) $15,000 upon the closing of the Company’s initial business combination.

As of May 11, 2025, the accrued salary expenses of $108,602 under the original offer letters were adjusted to additional paid-in capital as related parties debt forgiveness under the Amendments.

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. He 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 up to July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025.

As of September 30, 2025 and December 31, 2024, the Company had salary payable for the CEO of $0 and $32,500, respectively.

As of September 30, 2025 and December 31, 2024, the Company had salary payable for the CFO of $0 and $21,901, respectively.

Note 6 — Commitments and Contingencies

Underwriter Registration Rights

The holders of the insider shares, Private Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion of Working Capital Loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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Underwriting Agreement

The Company granted the underwriter of the IPO a 45-day option to purchase up to an additional 975,000 Units solely to cover over-allotments, if any. The underwriters exercised the over-allotment option.

The underwriter was paid a cash underwriting discount of $0.10 per Unit, or $747,500 at the closing of the IPO. In addition, the Company issued 112,125 Class A ordinary shares to the underwriter at the closing of the IPO.

In conjunction with the IPO, the Company issued to the underwriter 112,125 Class A ordinary shares for no consideration. The fair value of the Representative Shares accounted for as compensation under ASC 718 is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $293,020, or $2.61 per share.

Additionally, the underwriter will be entitled to a cash underwriting discount of $0.20 per Unit to be paid in cash, or $1,495,000 for deferred underwriting commissions to be paid upon the completion of initial Business Combination. If the Company does not complete its initial Business Combination and subsequently liquidate, the trustee and underwriter has agreed that (i) it will forfeit any rights or claims to its deferred underwriting discounts and commissions then in the trust account upon liquidation, and (ii) the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes or for working capital purposes (less up to $100,000 of interest to pay dissolution expenses).

Note 7 — Shareholder’s Equity

Preferred Share — The Company is authorized to issue 5,000,000 shares of preference share, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

Class A Ordinary Share — The Company is authorized to issue 445,000,000 shares of Class A ordinary share with $0.0001 par value. As of September 30, 2025 and December 31, 2024, there were 1,142,125 shares of Class A ordinary share issued and outstanding, excluding 7,475,000 shares subject to possible redemption, and none, respectively.

Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $0.0001 par value. On April 18, 2024, the Company issued an aggregate of 2,156,250 Class B Insider shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.012 per share. On June 27, 2024, the Company issued an additional of 4,521,169 Class B ordinary shares to the Sponsor at par value, for $452. On February 25, 2025, the Sponsor agreed to transfer all the Class B insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. On April 30, 2025, the Sponsor agreed to surrender 4,507,258 Class B insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 Class B insider shares. All these changes of shares were retroactively reflected in the outstanding Class B ordinary shares as of December 31, 2024. On May 21, 2025, Sponsor HoldCo converted 800,000 Class B ordinary shares, par value $0.0001 per share, on a one-for-one basis to 800,000 Class A ordinary shares of the Company, par value $0.0001 per share. As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares, excluding 160,000 shares transferred to CEO and CFO and 60,000 shares transferred to three directors. As of September 30, 2025 and December 31, 2024, an aggregate 1,370,161 and 2,170,161 Class B ordinary shares were issued and outstanding, respectively.

Rights

As of September 30, 2025 and December 31, 2024, there were 7,475,000 and none public Rights included in the public Units outstanding, respectively, and 230,000 and none private Rights included in the Private Placement Units outstanding, respectively. Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth of one Class A ordinary share upon consummation of the Company’s initial Business Combination. In the event the Company will not be the surviving company upon completion of the Company’s initial Business Combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-eighth of one Class A ordinary share underlying each right is entitled to upon consummation of the Business Combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold rights in multiples of eight in order to receive shares for all of your Class A ordinary shares underlying the rights upon closing of a Business Combination. If the Company are unable to complete an initial Business Combination within the required time period and the Company redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights.

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Note 8 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs. The following table presents the significant segment expenses of the Company’s single segment.

														For the period from
		For the				For the				For the				March 27,
		Three Months Ended				Three Months Ended				Nine Months Ended				2024 (Inception) to
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
Formation and operating costs		$	113,186			$	107,443			$	392,999			$	140,215
Stock compensation expense			-				-				155,904				31,905
Loss from operations			(113,186	)			(107,443	)			(548,903	)			(172,120	)
Interest and dividend income on investments held in Trust Account			795,474				-				1,043,808				-
Total other income			795,474				-				1,043,808				-
Net income (loss)		$	682,288			$	(107,443	)		$	494,905			$	(172,120	)

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited financial statements were issued. Based on this review, except as discussed below, the Company did not identify any subsequent events that would require adjustment or disclosure in the unaudited financial statements.

On October 17, 2025, Mr. Timothy Boon Liat Lim was appointed as the Chairman, CEO and director of the Company, effective immediately. In connection with the appointment, the Company extended an offer letter to Mr. Lim (the “New Offer Letter”), which he accepted on October 17, 2025, pursuant to which Mr. Lim shall receive $13,250 if and when the Company enters into a definitive agreement with a target company and another $13,250 if and when the Company consummates an initial business combination with a target company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to ChampionsGate Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to ST Sponsor Limited and the “Sponsor HoldCo” refer to ST Sponsor Investment LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering (“IPO”) and the sale of our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Our Initial Public Offering

On May 29, 2025, we consummated our IPO of 7,475,000 units (including 975,000 units issued upon the full exercise of the over-allotment option, the “Units”). Each Unit consists of one Class A ordinary share (the “Class A ordinary share”), $0.0001 par value per share, and one right (“Right”) to receive of one-eighth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $74,750,000. Simultaneously with the consummation (the “closing”) of the IPO and the sale of the Units, we consummated the Private Placement of 230,000 units (the “Private Placement Units”) to Sponsor HoldCo at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,300,000. Each Private Placement Unit consists of one Class A ordinary share, and one Right to receive of one-eighth of one Class A ordinary share upon the completion of the initial Business Combination. On May 29, 2025, a total of $75,123,750 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s Public Shareholders at a U.S. based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.

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We also issued to Clear Street LLC, the representative of the underwriters of the IPO, 112,125 Class A ordinary shares as part of the underwriting compensation (the “Representative Shares”) on the closing date of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, with certain exceptions.

Since our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of a Business Combination. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

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.”

Recent Developments

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.

Mr. Padmakumar had no known disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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.

On October 17, 2025, Mr. Timothy Boon Liat Lim was appointed as the Chairman, CEO and director of the Company, effective immediately. In connection with the appointment, the Company extended an offer letter to Mr. Lim (the “New Offer Letter”), which he accepted on October 17, 2025, pursuant to which Mr. Lim shall receive $13,250 if and when the Company enters into a definitive agreement with a target company and another $13,250 if and when the Company consummates an initial business combination with a target company.

Results of Operations

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.

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.

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.

For the nine months ended September 30, 2025, we had a net income of $494,905, which consisted of interest and dividend income on investments held in trust account of $1,043,808. This was partially offset by formation and operating costs of $392,999 and stock compensation expense of $155,904.

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.

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Liquidity and Capital Resources

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.

Following the closing of the IPO and sale of the Private Placement Units on May 29, 2025, a total of $75,123,750 was placed in the trust account, and we had $464,339 of cash held outside of the trust account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, we incurred $3,259,220 in transaction costs, consisting of $745,500 of underwriting fees, $1,495,000 of deferred underwriting fees, $293,020 of the Representative Shares, and $723,700 of other offering costs.

In conjunction with the IPO, the Company issued to the underwriter 112,125 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $293,020.

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

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.

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.

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.

For the period from March 27, 2024 (inception) through September 30, 2024, there were no investing activities.

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.

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.

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.

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.

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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.

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.

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.

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.

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

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.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.

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Contractual Obligations

Registration Rights

The holders of the insider shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on May 27, 2025. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the costs and expenses of filing any such registration statements. 

Underwriting Agreement

The underwriters received a cash underwriting discount of $0.10 per Unit, or $747,500 at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.20 per Unit, or $1,495,000 in the aggregate upon the consummation of a Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes its Business Combination, subject to the terms of the underwriting agreement dated May 27, 2025.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of the unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer) (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

This quarterly report on Form 10-Q (the “Quarterly Report”) does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control Over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, there has been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.

ITEM 1A. RISK FACTORS.

As a smaller reporting company, we are not required to include risk factors in this Report. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Prospectus.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.

Unregistered Sales of Equity Securities

On May 29, 2025, substantially concurrently with the closing of the initial public offering (the “IPO”) of the Company, the Company completed the private sale of 230,000 units (the “Private Units”) to ST Sponsor Investment LLC (the “Sponsor HoldCo”), a Cayman Islands limited liability company which has one member, ST Sponsor Limited, a Cayman Islands exempted company and the Company’s sponsor (the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share and one right. The Private Units were sold at a purchase price of $10.00 per Private Units, generating gross proceeds to the Company of $2,300,000. The Private Units are identical to the Units sold in the IPO, subject to limited exceptions as described in the final prospectus of the Company relating to the IPO (SEC File No. 333-283689), dated May 27, 2025 and filed with the SEC on May 28, 2025.

The above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales.

Use of Proceeds

On May 29, 2025, we consummated the IPO of 7,475,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $74,750,000. Simultaneously with the closing of the IPO, we consummated the sale of 230,000 Private Placement Units, to our sponsor in Private Placement, generating gross proceeds of $2,300,000.

The net proceeds of $75,123,750 from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None. 

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ChampionsGate Acquisition Corporation
Date: November 17, 2025	By:	/s/ Timothy Boon Liat Lim
		Timothy Boon Liat Lim
		Chief Executive Officer (Principal Executive Officer)
Date: November 17, 2025	By:	/s/ Evan M. Graj
		Evan M. Graj
		Chief Financial Officer (Principal Financial Officer)

25

00-0000000 204-7337 Excludes up to 283,064 of the Class B ordinary shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised (see Note 5). 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FAQ

What did ChampionsGate Acquisition Corporation (CHPG) report for its latest quarter?

For the three months ended September 30, 2025, ChampionsGate Acquisition Corporation reported net income of $682,288. This result was mainly due to $795,474 of interest and dividend income earned on investments held in its trust account, partially offset by $113,186 of formation and operating costs.

How much cash does CHPG have in its trust account and outside the trust?

As of September 30, 2025, CHPG’s trust account held $76,167,558, invested primarily in money market funds and U.S. Treasury securities. Cash held outside the trust was $17,351, resulting in a reported working capital deficit of $23,287.

What are the key terms of CHPG’s SPAC structure and business combination deadline?

CHPG completed an IPO of 7,475,000 units at $10.00 per unit and a private placement of 230,000 units at $10.00. Each unit includes one Class A ordinary share and one right to receive one-eighth of a Class A share upon a business combination. The company has 18 months from the IPO closing to complete a business combination, with potential extensions up to 24 months, or 27 months if a definitive agreement is signed within the initial 18 months, subject to sponsor-funded extension loans.

Why does ChampionsGate disclose substantial doubt about its ability to continue as a going concern?

As of September 30, 2025, CHPG had a working capital deficit and expects to incur significant costs while searching for a business combination. If it cannot complete a transaction before the applicable combination deadline, it must redeem public shares and liquidate. These factors lead management to conclude there is substantial doubt about the company’s ability to continue as a going concern within one year of the financial statement issuance date.

What related-party financing arrangements does CHPG have in place?

CHPG’s sponsor entities have provided funding through a non-interest-bearing promissory note and working capital loans. A promissory note used for IPO costs was largely repaid, with $76,975 transferred into the working capital loan. As of September 30, 2025, the company had $93,434 outstanding under working capital loans, which may be convertible into units at $10.00 per unit upon completion of a business combination, subject to an overall $1,500,000 cap on such convertible loans.

What leadership changes occurred at ChampionsGate Acquisition Corporation in 2025?

On July 31, 2025, former Chairman and CEO Bala Padmakumar resigned all positions with the company and his offer letter was terminated after he received the agreed cash compensation through that date. On October 17, 2025, Timothy Boon Liat Lim was appointed Chairman, CEO and director, with an offer providing for payments of $13,250 upon signing a definitive business combination agreement and another $13,250 upon closing such a transaction.