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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.