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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 11, 2026
| ChampionsGate
Acquisition Corporation |
| (Exact
name of registrant as specified in its charter) |
| Cayman
Islands |
|
001-42651 |
|
N/A |
| (State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
| of
incorporation) |
|
|
|
Identification
Number) |
419
Webster Street
Monterey,
CA 93940
(Address
of principal executive offices)
(831)-204-7337
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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,
par value $0.0001 per share |
|
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
7.01. Regulation FD Disclosure.
On
September 11, 2026, ChampionsGate Acquisition Corp, a publicly traded special purpose acquisition company (“ChampionsGate”),
and Futuremain Co., Ltd., a Korean global engineering and information technology company specializing in machinery safety diagnostics
(“Futuremain”), announced that they had entered into an Agreement and Plan of Merger and Business Combination Agreement
(the “BCA”), together with such other persons as are contemplated to become parties to the BCA, including the entities
to be formed in connection with the transactions contemplated thereby as “Pubco,” “Holdco,” “Merger Sub
I” and “Merger Sub II.” The transactions contemplated by the BCA are expected to result in Futuremain becoming an indirect
wholly owned subsidiary of Pubco and Pubco becoming a publicly listed company whose ordinary shares are expected to be listed on the
Nasdaq Stock Market LLC.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional
Information About the Proposed Transaction and Where to Find It
The
proposed transaction will be submitted to the shareholders of ChampionsGate for their consideration. In connection with the proposed
transaction, ChampionsGate intends to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy
statement (the “Proxy Statement”) and a registration statement on Form F-4 (the “Registration Statement”). The Proxy
Statement will be distributed to ChampionsGate shareholders in connection with ChampionsGate’s solicitation of proxies for the
vote by its shareholders on the proposed transaction and other matters described in the Proxy Statement, and the Registration Statement
will include the Proxy Statement and a prospectus relating to the securities to be issued in connection with the proposed transaction.
After the Registration Statement has been filed and declared effective, the definitive Proxy Statement/prospectus and other relevant
documents will be mailed to ChampionsGate shareholders as of the record date established for voting on the proposed transaction. Before
making any voting or investment decision, ChampionsGate shareholders and other interested persons are advised to read, once available,
the definitive Proxy Statement/prospectus, as well as other documents filed with the SEC by ChampionsGate and Pubco in connection with
the proposed transaction, because these documents will contain important information about ChampionsGate, Futuremain, Pubco and the proposed
transaction. Shareholders may obtain copies of the definitive Proxy Statement/prospectus, once available, and other documents filed with
the SEC, without charge, at the SEC’s website at www.sec.gov.
Participants
in Solicitation
ChampionsGate,
Futuremain and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
ChampionsGate’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of ChampionsGate’s shareholders in connection with the proposed transaction will
be set forth in the Proxy Statement/prospectus included in the Registration Statement. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests will be included in the Proxy Statement/prospectus
when it becomes available. Shareholders, potential investors and other interested persons should read the Proxy Statement/prospectus
carefully when it becomes available before making any voting or investment decisions. Free copies of these documents may be obtained
from the sources indicated above.
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction among ChampionsGate, Futuremain, Pubco, the holding company and merger subsidiaries to be formed in connection with the transaction,
and the other parties thereto. Forward-looking statements include statements concerning the parties’ expectations, hopes, beliefs,
intentions or strategies regarding the future, including statements regarding the anticipated benefits of the transaction, the expected
timing and completion of the transaction, the listing of Pubco’s securities, the composition of Pubco’s board of directors
and management, Futuremain’s business and operations, and the parties’ ability to obtain required approvals and satisfy closing
conditions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including:
(a) the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; (b) the outcome of
any legal proceedings that may be instituted against the parties following announcement of the transaction; (c) the inability to complete
the transaction due to failure to obtain the approval of ChampionsGate shareholders or Futuremain shareholders or to satisfy other closing
conditions, including required governmental and regulatory approvals; (d) changes to the proposed structure of the transaction that may
be required or appropriate as a result of applicable laws or regulations, tax considerations or as a condition to obtaining regulatory
approval; (e) the ability to meet applicable Nasdaq listing standards following consummation of the transaction; (f) the risk that announcement
or consummation of the transaction disrupts current plans and operations; (g) the effect of the announcement or pendency of the transaction
on the parties’ business relationships, operating results and businesses generally; (h) the ability to recognize the anticipated
benefits of the transaction; (i) costs related to the transaction; (j) changes in applicable laws or regulations, including legal, regulatory,
tax and accounting developments; (k) the possibility that the parties may be adversely affected by other economic, business or competitive
factors; and (l) other risks and uncertainties indicated from time to time in ChampionsGate’s filings with the SEC.
Copies
of ChampionsGate’s filings are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive.
Readers should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by ChampionsGate,
and following the closing, Pubco, from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements.
The parties assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. No party gives any assurance that any party will achieve its expectations.
No
Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an applicable exemption therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OR THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Item
9.01 Financial Statements and Exhibits.
| Exhibit No.
|
|
Description
|
| 99.1 |
|
Press Release, dated September 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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 hereunto duly authorized.
| |
ChampionsGate Acquisition Corporation |
| |
|
| |
|
/s/
Timothy Boon Liat Lim |
| |
Name: |
Timothy Boon Liat Lim |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date: September 11, 2026 |
|
|
Exhibit 99.1
PRESS
RELEASE
September
10, 2026
Futuremain
Co., Ltd. enters into definitive business combination agreement with ChampionsGate Acquisition Corp
SUWON-SI, REPUBLIC OF KOREA and MONTEREY,
CA, Sept. 11, 2026 (GLOBE NEWSWIRE) -- Futuremain Co., Ltd. (“Futuremain”), a global engineering and IT company specializing
in safety diagnostics of machinery operating in factories, has entered into an Agreement and Plan of Merger and Business Combination
Agreement (the “BCA”) with ChampionsGate Acquisition Corp (“ChampionsGate”), a publicly traded special purpose
acquisition company, as well as such other persons who are contemplated to later join this Agreement as the “Pubco”, “Holdco”,
“Merger Sub I” and “Merger Sub II”. Upon completion, the transaction contemplated under the BCA will result in
a combined company listed on the Nasdaq Stock Market.
The
transaction is expected to close in 2027, subject to regulatory approvals, the approval of the shareholders of ChampionsGate and Futuremain,
and other customary closing conditions. The terms of the transaction provide for the shareholders of Holdco to receive shares of the
Pubco (a Cayman Islands exempted company to be incorporated as part of the transaction) in exchange for all outstanding Holdco shares,
with Pubco shares valued at USD $10.00 per share for purposes of the exchange consideration. The terms of the transaction represent an
estimated enterprise value of Futuremain of USD $80 million.
Futuremain
is headquartered in Suwon-si, Republic of Korea, and specializes in safety diagnostics of machinery operating in factories. Its principal
offerings include machinery diagnostics, vibration analysis, noise assessment and structural analysis.
Following
the transaction, Futuremain intends to accelerate its growth strategy by expanding beyond Asia into the North American and European markets,
establishing local service organizations in those regions, forming strategic alliances with global equipment manufacturers and cloud
platform providers, transitioning ExRBM — powered by Physical AI — to a cloud-based subscription service, and converging
robotic equipment with its AI technologies. The combination with ChampionsGate provides Futuremain with access to U.S. capital markets
and a platform to support future growth initiatives, strategic investments and global expansion opportunities.
Sun-Hwi
Lee, Chief Executive Officer of Futuremain, remarked: “Through this transaction, we expect FutureMain to emerge as a global manufacturing
and Physical AI company.”
Timothy
Lim, Chief Executive Officer of ChampionsGate, commented: “We are pleased to partner with Futuremain on this important transaction.
Futuremain has developed specialized technical capabilities across machinery diagnostics, vibration analysis, noise assessment and structural
analysis, addressing critical needs for safety, reliability and operational efficiency across industrial environments. We believe this
business combination presents ChampionsGate shareholders with the opportunity to participate directly in the ownership and future growth
of an established operating business with differentiated technical capabilities and meaningful opportunities for international expansion.
The transaction is consistent with ChampionsGate’s objective of identifying a compelling business combination that can provide
its shareholders with exposure to a business positioned for long-term growth. By combining Futuremain’s operating platform and
growth opportunities with access to the U.S. capital markets, we believe the combined company has the potential to create meaningful
long-term value for ChampionsGate shareholders and all shareholders of the combined company.”
ChampionsGate
is a Cayman Islands exempted company formed for the purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities. ChampionsGate’s Class A ordinary
shares, units and rights are listed on the Nasdaq Stock Market under the symbols “CHPG,” “CHPGU” and “CHPGR,”
respectively.
About
Futuremain
Futuremain
Co., Ltd. (“Futuremain”) is a global engineering and IT company headquartered in Suwon-si, Republic of Korea, specializing
in safety diagnostics of machinery operating in factories. Futuremain’s main offerings include machinery diagnostics, vibration
analysis, noise assessment and structural analysis.
FocalPoint Asia
is acting as exclusive financial advisor to Futuremain.
About
ChampionsGate
ChampionsGate
Acquisition Corp is a blank check company formed for the purpose of effecting a share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities.
Additional
Information About the Proposed Transaction and Where to Find It
The
proposed transaction will be submitted to the shareholders of ChampionsGate for their consideration. In connection with the proposed
transaction, ChampionsGate intends to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy
statement (the “Proxy Statement”) and a registration statement on Form F-4 (the “Registration Statement”). The Proxy
Statement will be distributed to ChampionsGate shareholders in connection with ChampionsGate’s solicitation of proxies for the
vote by its shareholders on the proposed transaction and other matters described in the Proxy Statement, and the Registration Statement
will include the Proxy Statement and a prospectus relating to the securities to be issued in connection with the proposed transaction.
After the Registration Statement has been filed and declared effective, the definitive Proxy Statement/prospectus and other relevant
documents will be mailed to ChampionsGate shareholders as of the record date established for voting on the proposed transaction. Before
making any voting or investment decision, ChampionsGate shareholders and other interested persons are advised to read, once available,
the definitive Proxy Statement/prospectus, as well as other documents filed with the SEC by ChampionsGate and Pubco in connection with
the proposed transaction, because these documents will contain important information about ChampionsGate, Futuremain, Pubco and the proposed
transaction. Shareholders may obtain copies of the definitive Proxy Statement/prospectus, once available, and other documents filed with
the SEC, without charge, at the SEC’s website at www.sec.gov.
Participants
in Solicitation
ChampionsGate,
Futuremain and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
ChampionsGate’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of ChampionsGate’s shareholders in connection with the proposed transaction will
be set forth in the Proxy Statement/prospectus included in the Registration Statement. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests will be included in the Proxy Statement/prospectus
when it becomes available. Shareholders, potential investors and other interested persons should read the Proxy Statement/prospectus
carefully when it becomes available before making any voting or investment decisions. Free copies of these documents may be obtained
from the sources indicated above.
Forward-Looking
Statements
This
communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction among ChampionsGate, Futuremain, Pubco, the holding company and merger subsidiaries to be formed in connection with the transaction,
and the other parties thereto. Forward-looking statements include statements concerning the parties’ expectations, hopes, beliefs,
intentions or strategies regarding the future, including statements regarding the anticipated benefits of the transaction, the expected
timing and completion of the transaction, the listing of Pubco’s securities, the composition of Pubco’s board of directors
and management, Futuremain’s business and operations, and the parties’ ability to obtain required approvals and satisfy closing
conditions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including:
(a) the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; (b) the outcome of
any legal proceedings that may be instituted against the parties following announcement of the transaction; (c) the inability to complete
the transaction due to failure to obtain the approval of ChampionsGate shareholders or Futuremain shareholders or to satisfy other closing
conditions, including required governmental and regulatory approvals; (d) changes to the proposed structure of the transaction that may
be required or appropriate as a result of applicable laws or regulations, tax considerations or as a condition to obtaining regulatory
approval; (e) the ability to meet applicable Nasdaq listing standards following consummation of the transaction; (f) the risk that announcement
or consummation of the transaction disrupts current plans and operations; (g) the effect of the announcement or pendency of the transaction
on the parties’ business relationships, operating results and businesses generally; (h) the ability to recognize the anticipated
benefits of the transaction; (i) costs related to the transaction; (j) changes in applicable laws or regulations, including legal, regulatory,
tax and accounting developments; (k) the possibility that the parties may be adversely affected by other economic, business or competitive
factors; and (l) other risks and uncertainties indicated from time to time in ChampionsGate’s filings with the SEC.
Copies
of ChampionsGate’s filings are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive.
Readers should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by ChampionsGate,
and following the closing, Pubco, from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements.
The parties assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. No party gives any assurance that any party will achieve its expectations.
No
Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an applicable exemption therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OR THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Media
enquiries: FocalPoint Asia, twang@focalpointasia.com
