What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-17 compared with 2025-08-15 · 128 added, 120 removed, 148 unchanged (63% of the section changed)

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OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Acquisition Corporation .

References to our “management” or our “management team”

refer to our officers and directors, and references to the “Sponsor” refer to ST Sponsor Limited and the “Sponsor

HoldCo” refer to ST Sponsor Investment LLC .

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto

contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to ChampionsGate Acquisition Corporation.

to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to ST Sponsor Limited and the “Sponsor HoldCo” refer to ST Sponsor Investment LLC.

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements

and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth

below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)

that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected

and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without limitation,

statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”

“predict,” “project,” “should,” “would” and variations thereof and similar words and expressions

are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance,

but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events,

performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking

statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO”

described below) filed with the Securities Exchange Commission (the “SEC”) on June 5, 2025 (File No.

001-42651) (the “Prospectus”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly

required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements

whether as a result of new information, future events or otherwise.

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange

Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from

those expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without

limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” and variations thereof

and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to

future events or future performance, but reflect management’s current beliefs, based on information currently available.

of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus

for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”)

on May 28, 2025 (Registration No.

333-283689) (the

“Prospectus”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or

revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a

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

Recent Development

Recent Developments

On July 31, 2025, Mr.

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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.

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

On October 17, 2025, Mr.

Timothy Boon Liat Lim

was appointed as the Chairman, CEO and director of the Company, effective immediately.

In connection with the appointment, the Company

extended an offer letter to Mr.

Lim (the “New Offer Letter”), which he accepted on October 17, 2025, pursuant to which Mr.

Lim shall receive $13,250 if and when the Company enters into a definitive agreement with a target company and another $13,250 if and

when the Company consummates an initial business combination with a target company.

Results of Operations

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.

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

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 September 30, 2025,

we had a net income of $682,288, which consisted of interest and dividend income on investments held in trust account of $795,474.

was partially offset by formation and operating costs of $113,186.

For the three months ended September 30, 2024,

we had a net loss of $107,443, which consisted of formation and operating costs of $107,443.

For the nine months ended September 30, 2025,

we had a net income of $494,905, which consisted of interest and dividend income on investments held in trust account of $1,043,808.

was partially offset by formation and operating costs of $392,999 and stock compensation expense of $155,904.

For the period from March 27, 2024 (inception)

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

to September 30, 2024, we had a net loss of $172,120, which consisted of formation and operating costs of $140,215 and stock compensation

expense of $31,905.

Liquidity and Capital Resources

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

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.

As of September 30, 2025, we had $17,351 in cash

and a working capital deficit of $23,287.

For the nine months ended September 30, 2025,

there was $432,991 of cash used in operating activities resulting from dividend earned on investments held in trust account of $1,043,808,

the increase in prepaid expenses of $57,547, and the decrease in accounts payable and accrued expenses of $36,646.

The changes were partially

offset by net income of $494,905, 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.

through September 30, 2024, there was $91,519 of cash used in operating activities resulting from net loss of $172,120 and the increase

in prepaid expenses of $26,000.

The changes were partially offset by stock compensation expense of $31,905, the increase in due to related

parties of $16,774, and the increase in accounts payable and accrued expenses of $57,922.

For the nine months ended September 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.

through September 30, 2024, there were no investing activities.

For the nine months ended September 30, 2025,

there was $75,574,089 of cash provided by financing activities resulting from the proceeds from the IPO of $74,750,000, from the proceeds

of the private placement consummated simultaneously with the IPO of $2,300,000, proceeds from working capital loans provided by a related

party of $16,459, and from promissory note provided by a related party of $95,048.

The changes were partially offset by the payment of

the underwriter discount of $747,500, the payment of promissory note–related party of $350,000, and the payment 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

through September 30, 2024, there was $91,567 of cash provided by financing activities resulting from the proceeds from promissory note-related

parties of $219,862 and from issuance of Class B ordinary shares of $25,000.

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offering costs of $153,295.

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

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

As of September 30, 2025, $76,167,558 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 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.

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,

including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and up to $100,000

of interest released to us to pay dissolution expenses) to complete our initial business combination.

We may withdraw interest to pay

taxes, if any.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in

the trust account.

of interest released to the Company to pay dissolution expenses) to complete our initial business combination.

We may withdraw interest

to pay taxes, if any.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held

in the trust account.

To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial

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Prior to the completion of our initial business

combination, we will have available to us $1,500,000 of proceeds held outside the trust account.

We will use these funds primarily to

identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,

combination, we will have available to the Company $1,500,000 of proceeds held outside the trust account.

We will use these funds primarily

to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

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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, Sponsor or their affiliates

or finance transaction costs in connection with an intended initial business combination, the Sponsor HoldCo, the 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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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.

The promissory note 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 promissory 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.

made by our Sponsor HoldCo, sponsor, our officers and directors, or our or their affiliates to the Company 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.

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.

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 the Sponsor HoldCo, the sponsor, the officers and directors or their affiliates 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.

of September 30, 2025, the Company had $93,434 of borrowings under the working capital loans.

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 loans.

We do not believe we will need to raise additional

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Quarterly Results

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.

unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.

As of September 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.

No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.

Contractual Obligations

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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