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ChampionsGate Acquisition Corporation (Nasdaq: CHPGU) filed its first Form 10-Q as an emerging growth, Cayman-domiciled special purpose acquisition company (SPAC) for the quarter ended 31 March 2025. Because the IPO closed after quarter-end (29 May 2025), the historical financial statements cover only the pre-offering organizational period.
- Balance Sheet: Total assets were $357,071, comprised mainly of $325,585 in deferred offering costs; cash on hand was $2,532. Current liabilities of $668,339—dominated by a $417,147 sponsor promissory note—produced a shareholders’ deficit of $311,268.
- Income Statement: The SPAC recorded a $117,327 net loss for the quarter (vs. $55 since inception through 31 Mar 2024), reflecting formation and operating costs; there is no revenue prior to a business combination.
- Cash Flow: Operating cash burn was $86,781, funded by $85,220 of additional borrowings under the sponsor promissory note and a minor reduction in deferred offering costs, ending the quarter with $2,532 in cash.
Subsequent events materially reshape the capital structure. On 29 May 2025 the company raised gross proceeds of $74.75 million from the sale of 7,475,000 units at $10.00, plus $2.30 million from 230,000 private-placement units purchased by the sponsor affiliate. After underwriting discounts and other offering costs, $75.12 million ($10.05 per unit) was placed in a U.S. treasury-backed trust that can only be used to fund a business combination or redemptions. The SPAC also issued 112,125 Class A shares to the underwriter as compensation and now has 8,617,125 Class A shares and 1,370,161 Class B shares outstanding.
Operating framework & risks. The company has 18 months (extendable to 27 months with additional sponsor contributions up to $1.495 million) to consummate a business combination whose fair value equals ≥80% of the trust account. Management cites a going-concern uncertainty due to pre-IPO working-capital deficits and the risk of failing to close a transaction. Continued reliance on sponsor loans (up to $1.5 million convertible into units) is expected for working capital. External macro risks—including geopolitical tensions and market volatility—may hinder target identification or financing.
Key investor takeaways: Post-IPO the SPAC is well-capitalised with $75 million in trust, but shareholders face typical SPAC uncertainties: no operating history, negative equity pre-trust, dependence on sponsor support, and a hard deadline to acquire a target. Redemption mechanics follow standard SPAC terms at $10.05 per share, and public rights convert into one-eighth of a share upon a successful de-SPAC.
ChampionsGate Acquisition Corporation (CHPGU) has filed a Form 12b-25 (NT 10-Q) to notify the SEC that it will not meet the original deadline for its Quarterly Report covering the period ended March 31, 2025. The company states that the delay in completing the Form 10-Q could not be eliminated without unreasonable effort or expense and commits to filing the full report within five calendar days of the prescribed due date, as permitted under Rule 12b-25.
Key disclosures include:
- No material change expected: Management does not anticipate any significant changes in operating results versus the prior-year quarter.
- Regulatory compliance status: All other required periodic reports over the past 12 months have been filed on time.
- Point of contact: CEO Bala Padmakumar (831-204-7337) is listed for further information.
The filing signals a short administrative delay rather than a fundamental operational issue, but investors typically view any late filing as a modest governance and reporting risk until the full 10-Q is delivered.
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