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Item 2. Management’s Discussion and Analysis

2025-08-15 compared with 2025-07-07 · 124 added, 53 removed, 144 unchanged (55% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to ChampionsGate

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Our Initial Public Offering

May 29, 2025, we consummated our IPO of 7,475,000 units (including 975,000 units issued upon the full exercise of the over-allotment option,

the “Units”) .

Each Unit consists of one Class A ordinary share

(the “Class A ordinary share”), $0.0001 par value per share, and one right (“Right”) to receive of one-eighth of

one Class A ordinary share upon the completion of the initial Business Combination.

The Units were sold at an offering price of $10.00

per Unit, generating total gross proceeds of $74,750,000.

Simultaneously with the consummation (the “closing”) of the IPO

and the sale of the Units, we consummated the Private Placement of 230,000 units (the “Private Placement Units”) to Sponsor

HoldCo at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,300,000.

Each Private Placement Unit consists

of one Class A ordinary share, and one Right to receive of one-eighth of one Class A ordinary share upon the completion of the

initial Business Combination.

On May 29, 2025, a total of $75,123,750 of the net proceeds from the IPO and the Private Placement was deposited

in a trust account established for the benefit of the Company’s Public Shareholders at a U.S.

based trust account, with Continental

Stock Transfer & Trust Company, acting as trustee.

On May 29, 2025, we consummated our IPO of 7,475,000

units (including 975,000 units issued upon the full exercise of the over-allotment option, the “Units”).

Each Unit consists

of one Class A ordinary share (the “Class A ordinary share”), $0.0001 par value per share, and one right (“Right”)

to receive of one-eighth of one Class A ordinary share upon the completion of the initial Business Combination.

The Units were

sold at an offering price of $10.00 per Unit, generating total gross proceeds of $74,750,000.

Simultaneously with the consummation (the

“closing”) of the IPO and the sale of the Units, we consummated the Private Placement of 230,000 units (the “Private

Placement Units”) to Sponsor HoldCo at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,300,000.

Private Placement Unit consists of one Class A ordinary share, and one Right to receive of one-eighth of one Class A ordinary

share upon the completion of the initial Business Combination.

On May 29, 2025, a total of $75,123,750 of the net proceeds from the IPO

and the Private Placement was deposited in a trust account established for the benefit of the Company’s Public Shareholders at a

based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.

We also issued to Clear Street LLC, the representative

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of our securities and loans from the Sponsor and other parties to fund our operations.

On June 16, 2025, the Company announced that holders

of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its units, commencing on

or about June 20, 2025.

The Class A ordinary shares and rights would trade on the Nasdaq Global Market (“Nasdaq”) under the

symbols “CHPG” and “CHPGR”, respectively.

Units not separated would continue to trade on Nasdaq under the symbol

Recent Development

On July 31, 2025, Mr.

Bala Padmakumar, then Chairman,

CEO and director of the Company notified the board of directors of the Company, that he has decided to resign all the positions he held

at the Company, effective immediately.

Padmakumar had no known disagreement with

the Company on any matter relating to the Company’s operations, policies or practices.

Padmakumar has received all the monthly compensation

payments as provided in the offer letter by and between him and the Company, dated as of May 21, 2024 and as amended on May 11, 2025 (“the

Offer Letter”) up to July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary to prepare

for the IPO and after the IPO, identifying a target company for a Business Combination.

Following the IPO, we will not generate any operating

revenues until after completion of our initial business combination.

We expect to generate non-operating income in the form of interest

income on cash and cash equivalents after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with

completing a Business Combination.

For the three months ended March 31, 2025, we

had a net loss of $117,327, which consisted of formation and operating costs of $117,327.

We have neither engaged in any operations nor generated any revenues

Our only activities since inception have been organizational activities and those necessary to prepare for the IPO and after

the IPO, identifying a target company for a Business Combination.

Following the IPO, we will not generate any operating revenues until

after completion of our initial business combination.

We expect to generate non-operating income in the form of interest and dividend

income on investment held in trust account after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a

public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection

with completing a Business Combination.

For the three months ended June 30, 2025, we had a net loss of $70,056,

which consisted of formation and operating costs of $162,486 and stock compensation expense of $155,094.

These were partially offset by

interest and dividend income on investments held in trust account of $248,334.

For the three months ended June 30, 2024, we had

a net loss of $64,622, which consisted of formation and operating costs of $32,717 and stock compensation expense of $31,905.

For the six months ended June 30, 2025, we had a net loss of $187,383,

which consisted of formation and operating costs of $279,813 and stock compensation expense of $155,094.

These were partially offset by

interest and dividend income on investments held in trust account of $248,334.

For the period from March 27, 2024 (inception)

to March 31, 2024, we had a net loss of $55, which consisted of formation and operating costs of $55.

to June 30, 2024, we had a net loss of $64,677, which consisted of formation and operating costs of $32,772 and stock compensation expense

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior

to completion of this offering through contribution from our sponsor of $22,901.40 to purchase the founder shares (the initial purchase

price of $25,001 for the issuance of the 2,170,161 insider shares less the consideration price of $2,550.72 to be received from directors

and officers in exchange for the transfer of certain insider shares) and up to $500,000 in loans from our sponsor under an unsecured promissory

to completion of the IPO through contribution from our sponsor of $22,901 to purchase the founder shares (the initial purchase price of

$25,001 for the issuance of the 2,170,161 insider shares less the consideration price of $2,551 to be received from directors and officers

in exchange for the transfer of certain insider shares) and up to $500,000 in loans from our sponsor under an unsecured promissory note.

Following the closing of the IPO and sale of the

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The estimated fair value of the Representative Shares as of the IPO date totaled $293,020.

As of March 31, 2025, we had $2,532 in cash and

a working capital deficit of $636,853 excluding deferred offering costs.

Upon the closing of the IPO and the Private Placement on

May 29, 2025, cash of $464,339 was held outside of the trust account and is available for the payment of offering costs and for working

capital purposes.

As of June 30, 2025, we had $383,204 in cash and

a working capital of $73,117 excluding deferred offering costs.

For the six months ended June 30, 2025, there was $400,679 of cash

used in operating activities resulting from net loss of $187,383, dividend earned on investments held in trust account of $248,334, the

increase in prepaid expenses of $106,832, the increase in prepaid expenses-related parties of $12,500, and the decrease in accounts payable

and accrued expenses of $55,735.

The changes were partially offset by stock compensation expense of $155,904 and the increase in due to

related parties of $54,201.

For the period from March 27, 2024 (inception)

through June 30, 2024, there was $51,962 of cash used in operating activities resulting from net loss of $64,677 and the increase in prepaid

expenses of $25,907.

The changes were partially offset by stock compensation expense of $31,905 and the increase in accounts payable and

accrued expenses of $6,717.

For the six months ended June 30, 2025, there

was $75,123,750 of cash used in investing activity resulting from the purchase of investments held in trust account.

For the period from March 27, 2024 (inception)

through June 30, 2024, there was no investing activities.

For the six months ended June 30, 2025, there

was $75,907,630 of cash provided by financing activities resulting from the proceeds from public offering of $74,750,000, from private

placement of $2,300,000, and from promissory note-related parties of $95,048.

The changes were partially offset by the payment of underwriter

discount of $747,500 and of deferred offering costs of $489,918.

For the period from March 22, 2024 (inception)

through June 30, 2024, there was $51,962 of cash provided by financing activities resulting from the proceeds from promissory note-related

parties of $136,962 and from issuance of Class B ordinary shares of $25,000.

The changes were partially offset by the payment of deferred

offering costs of $110,000.

As of June 30, 2025, $75,372,084 was held in the

Trust Account in money market funds, which are invested in U.S.

Treasury Securities.

We intend to use substantially all of the funds held

in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions,

to complete our Initial Business Combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that

our share capital or debt is used, in whole or in part, as consideration to complete an Initial Business Combination, the remaining proceeds

held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

We intend to use the funds held in the trust account,

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In order to fund working capital deficiencies

or finance transaction costs in connection with an intended initial business combination, our Sponsor HoldCo, ponsor or their affiliates

or finance transaction costs in connection with an intended initial business combination, our Sponsor HoldCo, Sponsor or their affiliates

or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

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for such repayment.

Up to $1,500,000 of the loans made by our Sponsor

HoldCo, sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination

may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

On June 26, 2025, the Company issued a promissory

note to the Sponsor HoldCo, under which the Sponsor HoldCo may loan the Company up to $500,000 to be used for a portion of the working

This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial

business combination or (2) the date on which the Company liquidates and dissolves.

The Sponsor HoldCo, as the payee, has the right, but

not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private

Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to the

Cap described below, by providing the Company with written notice of the intention to convert at least two business days prior to the

closing of the Initial Business Combination.

The number of Private Placement 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.

Up to $1,500,000 of the loans (the “Cap”)

made by our Sponsor HoldCo, sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial

business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our

initial business combination.

The units would be identical to the placement units.

The terms of such loans by our officers and directors, if any, have not been determined

and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor HoldCo,

sponsor, our officers and directors or an affiliate of theirs as we do not believe third parties will be willing to loan such funds and

provide a waiver against any and all rights to seek access to funds in our trust account.

The terms of such loans by our officers and directors,

if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties

other than our Sponsor HoldCo, sponsor, our officers and directors or an affiliate of theirs as we do not believe third parties will be

willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

As of June 30, 2025, the Company, had $0 borrowings

under the working capital loans.

On July 7, 2025, the Company repaid $350,000 of

the promissory note, dated April 18, 2024, to Sponsor and transferred the remaining balance of $76,975 to the working capital loan.

We do not believe we will need to raise additional

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Quarterly Results

As of March 31, 2025, we did not have any off-balance

As of June 30, 2025, we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis