What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 104 added, 68 removed, 339 unchanged (34% of the section changed)

CHAMPIONSGATE

ACQUISITION CORPORATION

FINANCIAL STATEMENTS

CHAMPIONSGATE ACQUISITION CORPORATION

BALANCE SHEETS

13 unchanged sentences

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $ 10.38 per share and $ 10.29 as of March 31, 2026 and December 31, 2025, respectively 77,578,527 76,902,330

Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $ 10.47 and $ 10.29 per share as of June 30, 2026 and December 31, 2025, respectively 78,265,208 76,902,330

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) issued and outstanding as of March 31, 2026 and December 31, 2025 114 114

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 1,370,161 shares issued and outstanding as of March 31, 2026 and December 31, 2025 137 137

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 1,370,161 shares issued and outstanding as of June 30, 2026 and December 31, 2025 137 137

Additional paid-in capital - -

2 unchanged sentences

Total Liabilities and Shareholders’ Deficit $ 78,335,902 $ 76,992,999

The accompanying

notes are an integral part of these unaudited financial statements.

CHAMPIONSGATE

ACQUISITION CORPORATION

The accompanying notes are an integral part of

these unaudited financial statements.

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

Formation and operating costs $ 103,331 $ 162,486 $ 208,158 $ 279,813

Stock compensation expense - 155,904 - 155,904

Loss from operations ( 103,331 ) ( 318,390 ) ( 208,158 ) ( 435,717 )

3 unchanged sentences

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 7,475,000 2,657,778 7,475,000 1,328,889

Basic and diluted income per share, Class A ordinary shares subject to possible redemption $ 0.06 $ -

Basic and diluted income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.06 $ ( 0.01 ) $ 0.12 $ ( 0.06 )

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 2,512,286 2,109,386 2,512,286 1,998,242

Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares $ 0.06 $ ( 0.01 ) $ 0.12 $ ( 0.06 )

(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 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.

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

CHAMPIONSGATE

ACQUISITION CORPORATION

STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of these unaudited financial

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’

Ordinary Shares

Preference Shares

Shareholders’

3 unchanged sentences

Balance as of March 31, 2026 - - 1,142,125 114 1,370,161 137 - - ( 1,677,647 ) ( 1,677,396 )

Remeasurement of carrying value to redemption value - - - - - - - - ( 686,681 ) ( 686,681 )

Net income - - - - - - - - 583,350 583,350

Balance as of June 30, 2026 - $ - 1,142,125 $ 114 1,370,161 $ 137 $ - $ - $ ( 1,780,978 ) $ ( 1,780,727 )

Ordinary Shares

Preference Shares

Shareholders’

Shares (1)(2)

Balance as of December 31, 2024 - $ - - $ - 2,170,161 $ 217 $ 56,689 $ ( 1 ) $ ( 250,846 ) $ ( 193,941 )

1 unchanged sentence

Balance as of March 31, 2025 - - - - 2,170,161 217 56,689 ( 1 ) ( 368,173 ) ( 311,268 )

(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.

CHAMPIONSGATE

ACQUISITION CORPORATION

STATEMENTS OF CASH

Cash Flows from Operating

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 )

The accompanying notes are an integral part of these unaudited financial

CHAMPIONSGATE ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net income (loss) $ 1,154,720 $ ( 187,383 )

to reconcile net income (loss) to net cash used in operating activities

Adjustments to reconcile net income (loss) to net cash used in operating activities

Stock compensation expense - 155,904

Interest and dividend earned on investments held in Trust Account ( 1,362,878 ) ( 248,334 )

in operating assets and liabilities:

Changes in operating assets and liabilities:

Prepaid expenses 19,342 ( 106,832 )

Prepaid expenses - related parties - ( 12,500 )

Due to related parties - 54,201

Accounts payable and accrued expenses 5,039 ( 55,735 )

Accrued offering costs - 25,253

Net Cash Used in Operating Activities ( 183,777 ) ( 400,679 )

Cash Flows from Financing

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

Proceeds from working capital loan - related party 183,144 -

Deferred offering costs - 4,090

Payment of underwriter discount - ( 747,500 )

Payment of deferred offering costs - ( 489,918 )

Net Cash Provided by Financing Activities 183,144 75,907,630

2 unchanged sentences

Cash, end of period $ 16,618 $ 383,204

Supplemental Disclosure

of Noncash Activities:

Deferred offering costs included in accrued offering costs $ - $ 60,573

Supplemental Disclosure of Noncash Activities:

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 $ 1,362,878 $ 248,334

The accompanying notes

are an integral part of these unaudited financial statements.

Related parties debt forgiveness $ - $ 108,602

The accompanying notes are an integral part of these unaudited financial

CHAMPIONSGATE

ACQUISITION CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

TO UNAUDITED FINANCIAL STATEMENTS

Note 1 — Organization, Business Operation and Going Concern Consideration

3 unchanged sentences

The Company has elected December 31 as its fiscal year end.

As of March 31, 2026, the Company had not commenced any operations.

For the period from March 27, 2024 (inception) through March 31, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to the IPO (see Note 3).

As of June 30, 2026, the Company had not commenced any operations.

For the period from March 27, 2024 (inception) through June 30, 2026, 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.

40 unchanged sentences

Going Concern Consideration

As of March 31, 2026, the Company had a working capital deficit of $ 182,396 .

As of June 30, 2026,the Company had a working capital deficit of $ 285,727 .

The Company expects to incur significant costs in pursuit of its acquisition plans.

18 unchanged sentences

The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 10, 2026.

Operating results for the interim period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

Operating results for the interim period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

Emerging Growth Company

9 unchanged sentences

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 $ 16,862 and $ 17,251 of cash held in bank accounts as of March 31,2026 and December 31,2025, respectively.

The Company had $ 16,618 and $ 17,251 of cash held in bank accounts as of June 30, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

As of March 31, 2026 and December 31, 2025, substantially all of the assets of $ 77,578,527 and $ 76,902,330 held in the trust account, respectively, are invested primarily in money market funds.

As of June 30, 2026 and December 31, 2025, substantially all of the assets of $ 78,265,208 and $ 76,902,330 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.

1 unchanged sentence

The fair value for these investments is determined by using quoted market prices in active markets.

The interest and dividend income on investments held in trust account was $ 676,197 and $ 0 for the three months ended March 31, 2026 and 2025, respectively.

The interest and dividend income on investments held in trust account were $ 686,681 and $ 248,334 for the three months ended June 30, 2026 and 2025, respectively.

The interest and dividend income on investments held in trust account were $ 1,362,878 and $ 248,334 for the six months ended June 30, 2026 and 2025, respectively.

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 March 31, 2026 and December 31, 2025 2025, did not have cash accounts over the FDIC limit.

As of June 30, 2026 and December 31, 2025, the Company did not have cash accounts over the FDIC limit.

The Company has not experienced losses on the account.

3 unchanged sentences

Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value.

For the three months ended March 31, 2026, 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.

For the three and six months ended June 30, 2026 and 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 income (loss) per share for the period presented.

For The Three Months Ended For The Three Months Ended

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025

Redeemable Non-Redeemable Redeemable Non-Redeemable

7 unchanged sentences

Basic and diluted weighted average shares outstanding 7,475,000 2,512,286 2,657,778 2,109,386

Basic and diluted income (loss) per ordinary share $ 0.06 $ 0.06 $ ( 0.01 ) $ ( 0.01 )

For The Six Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025

Redeemable Non-Redeemable Redeemable Non-Redeemable

Class A Class A and

Class B Class A Class A and

Ordinary Ordinary Ordinary Ordinary

Shares Shares Shares Shares

Basic and diluted net income (loss) per ordinary share:

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.

Allocation of net income (loss) $ 864,252 $ 290,468 $ ( 74,843 ) $ ( 112,540 )

Denominators:

Basic and diluted weighted average shares outstanding 7,475,000 2,512,286 1,328,889 1,998,242

Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ ( 0.06 ) $ ( 0.06 )

Fair Value of Financial Instruments

18 unchanged sentences

Fair value of each right $ 0.33

The following table presents information about the Company’s assets that are measured at fair value on March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2026 Carrying

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

June 30, 2026 Carrying

(Level 1) Significant

16 unchanged sentences

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 March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Class A ordinary

shares subject to

possible redemption

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

ordinary shares

Balance as of December 31, 2024 $ -

6 unchanged sentences

Remeasurement of carrying value to redemption value 1,362,878

Balance as of March 31,2026 $ 77,578,527

Balance as of June 30, 2026 $ 78,265,208

Stock Compensation

11 unchanged sentences

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 March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

6 unchanged sentences

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

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.

42 unchanged sentences

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 Loans (defined below).

There was no balance as of March 31, 2026 and December 31, 2025.

There was no balance as of June 30, 2026 and December 31, 2025.

Following the completion of the IPO, the Promissory Note was exchanged for and replaced with the Working Capital Loans.

8 unchanged sentences

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 March 31, 2026 and December 31, 2025, the Company had $ 157,671 and $ 151,671 of borrowings under the Working Capital Loans, respectively.

As of June 30, 2026 and December 31, 2025, the Company had $ 334,815 and $ 151,671 of borrowings under the Working Capital Loans, respectively.

Due to/Due from Related Parties

31 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were no preferred shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were 1,142,125 shares of Class A ordinary share issued and outstanding, excluding 7,475,000 shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 1,142,125 shares of Class A ordinary share issued and outstanding, excluding 7,475,000 shares subject to possible redemption.

Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $ 0.0001 par value.

3 unchanged sentences

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 March 31,2025.

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 March 31, 2026 and December 31, 2025, an aggregate 1,370,161 Class B ordinary shares were issued and outstanding.

As of March 31, 2026 and December 31, 2025, there were 7,475,000 and 7,475,000 public Rights included in the public Units outstanding, respectively, and 230,000 and 230,000 private Rights included in the Private Placement Units outstanding, respectively.

As of June 30, 2026 and December 31, 2025, an aggregate 1,370,161 Class B ordinary shares were issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 7,475,000 and 7,475,000 public Rights included in the public Units outstanding, respectively, and 230,000 and 230 ,0 00 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.

12 unchanged sentences

The following table presents the significant segment expenses of the Company’s single segment.

Ended For the

2026 March 31,

For the For the For the March 27,

Ended Three Months

Ended Six Months

(Inception) to

2026 June 30,

2025 June 30,

2026 June 30,

Formation and operating costs $ 103,331 $ 162,486 $ 208,158 $ 279,813

Stock compensation expense - 155,904 - 155,904

Loss from operations ( 103,331 ) ( 318,390 ) ( 208,158 ) ( 435,717 )

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements