CHPGU files NT 10-Q, vows 5-day filing; no earnings change expected

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.

Rhea-AI Filing Summary

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.

Positive

• Timely extension commitment: Management pledges to file the Form 10-Q within the SEC’s 5-day grace period granted under Rule 12b-25.
• No significant earnings change expected: The company explicitly states it does not anticipate material differences from the prior-year quarter.
• Regulatory track record intact: All other required reports over the last 12 months have been filed, indicating ongoing compliance aside from this short delay.

Negative

• Late filing notification: The need for an NT 10-Q signals shortcomings in the company’s reporting processes and imposes a governance overhang until the report is filed.

Insights

Securities Analyst

TL;DR – Minor delay; company expects to file 10-Q within 5 days, no earnings impact indicated.

The NT 10-Q suggests a procedural setback rather than a financial problem. ChampionsGate cites difficulty in compiling information but reaffirms it will meet the 5-day extension window and foresees no significant change in year-over-year results. Because all other filings are current, this notice likely reflects limited staff or auditor timing constraints typical of SPAC-stage entities rather than distress. Nevertheless, any late filing introduces incremental compliance and reputational risk until the Form 10-Q is posted. I classify the immediate market impact as neutral; watch for timely filing and disclosures therein for confirmation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did ChampionsGate Acquisition Corporation (CHPGU) file an NT 10-Q?

The company could not complete its March 31 2025 Form 10-Q without unreasonable effort or expense and sought a short SEC extension.

When will CHPGU file the delayed Form 10-Q?

Within five calendar days after the original due date, as allowed by Rule 12b-25.

Does CHPGU expect major changes in quarterly results?

No. Management states no significant change versus the same quarter last year is anticipated.

Have other SEC reports from CHPGU been filed on time?

Yes. The company confirms all other periodic reports in the last 12 months were submitted as required.

Who is the contact person regarding the late filing?

CEO Bala Padmakumar can be reached at (831) 204-7337 for further information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2025 - 01:15 PM Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One): ☐ Form10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

 

For Period Ended: March 31, 2025

 

 	☐	Transition Report on Form 10-K
 	☐	Transition Report on Form 20-F
 	☐	Transition Report on Form 11-K
 	☐	Transition Report on Form 10-Q
 	☐	Transition Report on Form N-SAR

 

For the Transition Period Ended:__________________

 

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I - REGISTRANT INFORMATION

 

CHAMPIONSGATE ACQUISITION CORPORATION

(Full Name of Registrant)

 

419 Webster Street
Monterey, CA 93940
(831)-204-7337

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

 

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

(Attach Extra Sheets if Needed)

 

ChampionsGate Acquisition Corporation (the “Company”) has encountered a delay in assembling the information and finalizing the registrant’s quarterly report on Form 10-Q for the period ended March 31, 2025. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file its quarterly report on Form 10-Q no later than the fifth calendar day following the prescribed filing date.

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact to this notification

 

Bala Padmakumar, Chief Executive Officer	 	(831)-204-7337
(Name)	 	(Area Code) (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).    ☒  Yes    ☐  No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?   ☐  Yes     ☒  No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

ChampionsGate Acquisition Corporation (the “Company”) has encountered a delay in assembling the information and finalizing the registrant’s quarterly report on Form 10-Q for the period ended March 31, 2025. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file its quarterly report on Form 10-Q no later than the fifth calendar day following the prescribed filing date.

 

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CHAMPIONSGATE ACQUISITION CORPOATION

(Name of Registrant as Specified in Charter)

 

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 1, 2025	By:	/s/ Bala Padmakumar
 	Name: 	Bala Padmakumar
 	Title:	CEO

 

INSTRUCTION. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)

 

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