ChampionsGate Acquisition Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our units, Class A ordinary shares, rights are each traded on the Nasdaq Stock Market LLC under the symbols “CHPGU,” “CHPG,” and “CHPGR,” respectively, with the unit trading commencing on May 28, 2025, and our Class A ordinary shares and rights trading separately commencing public trading on June 20, 2025. Holders On December 31, 2025, there were two holders of record of our units, three holders of record of our Class A ordinary shares, 1 holder of record of our rights, and six holders of record of our Class B ordinary shares. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities Unregistered Sales of Equity Securities On May 29, 2025, substantially concurrently with the closing of the initial public offering (the “IPO”) of the Company, the Company completed the private sale of 230,000 units (the “Private Units”) to ST Sponsor Investment LLC (the “Sponsor HoldCo”), a Cayman Islands limited liability company which has one member, ST Sponsor Limited, a Cayman Islands exempted company and the Company’s sponsor (the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share and one right. The Private Units were sold at a purchase price of $10.00 per Private Units, generating gross proceeds to the Company of $2,300,000. The Private Units are identical to the Units sold in the IPO, subject to limited exceptions as described in the final prospectus of the Company relating to the IPO (SEC File No. 333-283689), dated May 27, 2025 and filed with the SEC on May 28, 2025. The above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales. Use of Proceeds On May 29, 2025, we consummated the IPO of 7,475,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $74,750,000. Simultaneously with the closing of the IPO, we consummated the sale of 230,000 Private Placement Units, to our Sponsor HoldCo in Private Placement, generating gross proceeds of $2,300,000. The net proceeds of $75,123,750 from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. 9 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]