ChampionsGate Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the foregoing as well as the material weakness identified below regarding our internal controls over financial reporting, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 16 Management’s Report on Internal Controls over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, and accurately and fairly reflect the transactions of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025 due to the material weaknesses in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. These material weaknesses include: - lack of management oversight of third-party consultants; and - deficiencies in the expense accrual process. Following the identification of the material weakness, we plan to take remedial measures including: - implement a robust review and approval checklist to ensure the accuracy and GAAP compliance of all consultant-prepared workpapers; and - implement a formal “Search for Unrecorded Liabilities” procedure during the month-end close, including fully reviewing all open invoices, confirming with vendors about outstanding balances, or searching transactions occurrence date from subsequent cash disbursement. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting During the period covered by this Annual Report on Form 10-K, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Not applicable . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 17 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our current directors and executive officers, their ages and positions are as follows: Name Age Position Boon Liat Timothy Lim 60 Chief Executive Officer, Director, and Chairman Evan M. Graj 49 Chief Financial Officer, and Director William W. Snyder 57 Independent Director David Mao 49 Independent Director Robert H. Grigsby 55 Independent Director Below is a summary of the business experience of each our executive officers and directors: Boon Liat Timothy Lim , Chief Executive Officer, Chairman and Director, has served in his current roles since October 2025. Mr. Lim has brought to the Company more than two decades of executive leadership and operational management experience in Southeast Asia. Since January 2022, Mr. Lim has served as an independent consultant, advising business leaders on a variety of strategic and management issues. Previously, Mr. Lim served in various roles at Dragon Group International Ltd (“Dragon Group”), an investment holding company previously listed on the Singapore Stock Exchange, including as an executive director and president of its APA group from 2006 to 2012, executive director and member of the board from 2009 to December 2021, and President and Acting CEO from April 2020 to December 2021. In these roles, Mr. Lim managed the company’s business development and strategies across various business lines. In addition, Mr. Lim also held various roles at ASTI Holdings Ltd., the parent company of the Dragon Group and a major semiconductor developer listed on the Singapore Stock Exchange (SGX: 575), where he served as Group Administrative Officer from 2013 to December 2021, and as Executive Director and member of the board of directors from 2004 to December 2021. In his role as Group Administrative Officer, Mr. Lim supervised a variety of corporate functions for the group and its portfolio companies around the world. Earlier in his career, Mr. Lim served as the President of ASEAN and India of Dragon Technology Distribution Pte. Ltd., a semiconductor component distributor, from 2003 to 2006. Before that, from 1997 to 2003, he founded and served as the Managing Director of Influx Technology Pte. Ltd., a semiconductor component distributor, before selling the business. In addition to his executive roles, Mr. Lim has also served on the board of several public and private companies in Singapore and other Southeast Asia countries. Mr. Lim held a diploma in Sales and Marketing from the Chartered Institute of Marketing in the United Kingdom. Evan M. Graj, Chief Financial Officer and Director, is an experienced entrepreneur, investor and operator in the technology and digital retail spaces. Currently, Mr. Graj serves as CEO of Fusion AI Inc., a U.S. startup company he founded in September 2023 to deliver AI-powered marketing solutions. He has also been a director of Aifeex Nexus Acquisition Corporation, a Cayman Islands SPAC (Nasdaq: AIFE), since December 2024. Before founding Fusion AI, Mr. Graj has accumulated for more than a decade of experience in the e-commerce space. From July 2022 to August 2023, he served as Chief Strategy Officer of DFI Retail Group (LSE: DFIB), a major Southeast and East Asia retailer; from January 2020 to April 2022, he served as Executive Vice President of NTUC Enterprise Co-operative Limited, the holding company for a group of social enterprises supported by the National Trade Union Congress (NTUC), one of Singapore’s largest trade unions; from September 2018 to November 2019, he served as Australia country manager for Amazon Prime, the paid membership program for the global e-commerce giant, Amazon (Nasdaq: AMZN); from February 2017 to May 2018, he served as Executive Vice President and Regional Head of Express, Lazada Group, one of Southeast Asia’s largest e-commerce websites; from July 2016 to February 2017, Mr. Graj served as General Manager, UberEATs Singapore, the food delivery service arm of Uber (NYSE: UBER). In addition to his extensive experience in retail and e-commerce, Mr. Graj has extensive experience as an entrepreneur, investor and startup founder. Before founding Fusion AI, he founded and served as the CEO of Apricot Delivery, a Thailand e-commerce delivery service, in 2021 to 2022, and founded and served as the CEO of Dine In, a London-based restaurant delivery start-up, between 2010 and 2015. Earlier in his career, after founding and managing several internet businesses in the late 1990s, Mr. Graj spent for almost a decade in the financial industry, leading several algorithm trading practices at several London-based investment banks and asset managers, including Bear Stearns, Newedge Group and Knight Capital. Mr. Graj holds a Bachelor’s Degree in Chemistry from the Massachusetts Institute of Technology and a Master’s Degree in Chemical Physics from Columbia University. 18 William W. Snyder, Director since May 2025, has extensive experience in corporate finance, financial advisory and business consulting. Since February 2020, Mr. Snyder has served as Managing Partner of Daedalus Analytics International, a provider of business intelligence and strategy advisory services. In addition, since June 2024, Mr. Snyder has also served as the Chairman, CEO and director of Aifeex Nexus Acquisition Corporation, a Cayman Islands SPAC (Nasdaq: AIFE). Before that, between February 2015 and February 2020, Mr. Snyder served as Managing Director, Transaction Advisory Services (TAS), at Ernst & Young (EY). As a senior leader of EY’s TAS practices, Mr. Snyder led diverse, cross-functional teams on a variety of complex financial advisory engagements and served as relationship leaders for major defense, technology, and government clients in the U.S. East Coast. Prior to joining EY, Mr. Snyder served as Managing Director, Valuation Advisory Services, at Alvarez & Marshall, from August 2013 to October 2014, where he was responsible for setting up and growing the Washington, D.C. based financial valuation practice for the management consulting firm. Earlier in his career, Mr. Snyder served as a Managing Director at Duff & Phelps’ Shanghai office, serving as the country leader for the global investment management and advisory firm’s China practice for five years between 2008 to 2013. In this role, Mr. Snyder oversaw the firm’s China practices from Beijing, Shanghai and Hong Kong, and led a variety of advisory engagements for China-related cross-border M&A, joint venture, and cross-border technology acquisition & licensing matters. Mr. Snyder holds a Bachelor’s Degree in Electrical Engineering and Biomedical Engineering from the University of Southern California, a Master’s Degree in Science, Technology & International Affairs from George Washington University, and a Master’s Degree in Economics from Georgetown University. Mr. Snyder is a member of the National Association of Corporate Directors (NACD). David Mao, Director since May 2025, has more than two decades in financial consulting and financial valuation. He has diverse experience serving a wide range of industries including industrial manufacturing, consumer products, healthcare/life sciences, and technology, media & entertainment. Mr. Mao has been a Managing Director at Ironside Advisory, a M&A advisory firm in California, since January 2023. Before joining Ironside, Mr. Mao served as a Director at RSM US LLP, from September 2020 to December 2022, serving as a senior member and co-leader of the accounting firm’s Los Angeles valuation practices. Between November 2013 to January 2020, Mr. Mao served as a Senior Manager in the Economics & Valuation Services (EVS) practices at KPMG LLP. Prior to joining RSM, Mr. Mao worked for 8 years at Deloitte Financial Advisory Services LLP from 2005 to 2013. Mr. Mao began his career in 2001, working in valuation and advisory positions at various boutique accounting, valuation and advisory firms before joining Deloitte. Mr. Mao holds a Bachelor’s Degree in Business Administration from University of California, Riverside. He is a Chartered Financial Analyst (CFA) charter holder and an Accredited Senior Appraiser (ASA) designation holder. Robert H. Grigsby, Director since May 2025, has broad experience in private equity and investment, with a particular focus on real estate investment. His decades-long real estate investment and management background includes corporate relocation, lease restructuring, tax incentive negotiation, real estate finance, and investment sales. Since October 2016, Mr. Grigsby has served as the Managing Partner of BSW Capital Group, LLC, a boutique private equity firm he founded to focus on real estate and operating business investment. Previously, from December 2013 to October 2016, he served as Managing Director of Mandalay-FCRE Management Company LLC, an independent real estate investment firm with offices in U.S. and Asia, and a $335 million portfolio of value add and core plus office properties around the Southeast U.S. During the same period, Mr. Grigsby also served as Managing Director of Fairlead Commercial Real Estate, LLC, a multi-disciplined platform providing risk adjusted returns in real estate related investment opportunities. In addition to his business activities, Mr. Grigsby is active in several community organizations in Georgia. Since February 2022, he has served as a member of the Georgia Student Finance Commission Board of Commissioners, the state entity that oversees $1 billion funding in scholarships, grants and loans for the Georgia University System, a position appointed by the Governor of Georgia. Mr. Grigsby holds a Bachelor’s Degree from Anderson University, South Carolina. 19 Management’s prior experience in SPACs Our director, Mr. Snyder, is the Chairman, CEO and director of Pantages Capital Acquisition Corporation (“PGAC”), a Cayman Islands SPAC listed on the Nasdaq Global Market currently in business combination with an Australian mining company. In addition, our Chief Financial Officer and director, Mr. Graj, is a director of PGAC. Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses, and the collective experience of our officers and with blank check companies like ours is not significant. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). The past successes of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination. In addition, the members of the management team may not remain with us subsequent to the consummation of a business combination. Number and Terms of Office of Officers and Directors Our board of directors consists of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term: Class I, with a term expiring at the first annual general meeting — David Mao; Class II, with a term expiring at the second annual general meeting — William W. Snyder and Robert H. Grigsby; and Class III, with a term expiring at the third annual general meeting — Timothy Lim and Evan M. Graj. Prior to the completion of an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our insider shares. After completion of the business combination, subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our second amended and restated memorandum and articles of association as it deems appropriate. Our second amended and restated memorandum and articles of association provides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. 20 Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Audit Committee Under the NASDAQ listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be independent. We have established an audit committee of the board of directors, which consists of Mr. Snyder, Mr. Mao, and Mr. Grigsby, each of whom is an independent director under NASDAQ’s listing standards. Mr. Mao is the Chairperson of the audit committee. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: The audit committee is responsible for: ● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; ● monitoring the independence of the independent registered public accounting firm; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ● appointing or replacing the independent registered public accounting firm; ● determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ● monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance; and ● reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. The audit committee will at all times be composed exclusively of independent directors” who are “financially literate” as defined under NASDAQ listing standards. NASDAQ listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to NASDAQ that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Mr. Mao is qualified as an “audit committee financial expert,” as defined under rules and regulations of the SEC. 21 Compensation Committee We have established a compensation committee of the board of directors, which consists of Mr. Snyder, Mr. Mao, and Mr. Grigsby, each of whom is an independent director under NASDAQ’s listing standards. Mr. Snyder is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: The compensation committee is responsible for: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. 22 Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Director Nominations We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Clawback Policy We have adopted a clawback policy that applies to our executive officers (the “Clawback Policy”), which is filed herewith as Exhibit 97.1. The Clawback Policy gives the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would not have been paid had it been determined based on the financial statements. Insider Trading Policy We have adopted an insider trading policy that applies to our executive officers (the “Insider Trading Policy”), which is filed herewith as Exhibit 19.1. Availability of Documents We have filed a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement relating to our IPO. You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. 23 Item 11. Executive Compensation. Executive Officer and Director Compensation We entered into an offer letter dated May 21, 2024, with our CFO and Director, Evan Graj, for compensation of$5,000 per month in cash and $6,000 per month in cash for the post-IPO period, commencing from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter. On May 11, 2025, the Company executed an amendment to the offer letter by and between the CFO and the Company (the amendment, collectively, “Amendment”), to revise the terms of the management compensation. Effective on May 11, 2025, the Amendments provide that: the CFO shall receive (i) monthly cash compensation of $5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $5,000 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $15,000 upon the entry of a definitive agreement by the Company, (iv) $15,000 upon the closing of our initial business combination. We entered into an offer letter dated October 17, 2025, with our CEO, Chairman and Director, Timothy Lim, commencing from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter, 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. As of December 31, 2025 and December 31, 2024, Mr. Lim has received $0 in compensation, and Mr. Graj has received $15,000 and $15,000 in compensation, respectively. Other than as set forth elsewhere in this report, none of our executive officers or directors have received any cash compensation for services rendered to us. Our Sponsor HoldCo, sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor HoldCo, sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor HoldCo, sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. 24 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. ordinary shares (Class A and Class B combined) Name of Beneficial Owners(1) Number of Shares Beneficially Owned Approximate Percentage Directors and Officers Timothy Lim - - Evan Graj 60,000 (2) * William Snyder 20,000 (3) * Robert Grigsby 20,000 (3) * David Mao 20,000 (3) * All officers and directors as a group (5 individuals) 120,000 1.2 % Principal shareholders (5%+) ST Sponsor Investment LLC (our sponsor) 2,180,161 (4) 21.8 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is c/o ChampionsGate Acquisition Corporation, at 419 Webster Street, Monterey, CA 93940. (2) On May 15, 2024, our CFO, Mr. Evan Graj, acquired 60,000 founder shares for a purchase price of $695. (3) On May 27, 2025, our Sponsor HoldCo entered into a securities transfer agreement pursuant to which the Sponsor HoldCo agrees to transfer an aggregate of 60,000 founder shares to our independent directors, or 20,000 founder shares to each director, for an aggregated purchase price of $695. (4) On August 12, 2025, the board of directors were informed that Mr. Sunny Kah Wei Tan, the director of the Sponsor and manager of the Sponsor HoldCo, has passed away. According to the company’s understanding of applicable Cayman Islands law, the director position of the Sponsor and manager position of the Sponsor HoldCo would be vacated until an executor or administrator is appointed by a Cayman Islands court. In addition, absent an appointment of an executor or administrator by the Cayman Islands court, no natural person may exercise any rights conferred by the memorandum and articles of association of the Sponsor as a shareholder thereof, or any rights conferred by the HoldCo agreement of the Sponsor HoldCo as a member thereof. The Company understands that Ms. Teo Li Chen, the surviving spouse of Mr. Tan, is exploring legal options to assume control over Mr. Tan’s assets in the Sponsor and Sponsor HoldCo. Before his death, Mr. Tan was the director of the Sponsor and manager of the Sponsor HoldCo, which entitled him to have voting, dispositive or investment powers over the sponsor and Sponsor HoldCo. 25 As of the date hereof, our initial shareholders beneficially owned approximately 20% of issued and outstanding ordinary shares and have the right to appoint all of our directors prior to our initial business combination. Holders of our Public Shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our memorandum and articles of association effective at the time and approval of significant corporate transactions including our initial business combination. Our Sponsor HoldCo has agreed (a) to vote any founder shares and Public Shares held by it in favor of any proposed initial business combination and (b) not to redeem any founder shares or Public Shares held by it in connection with a shareholder vote to approve a proposed initial business combination. Our Sponsor HoldCo, sponsor, our officers, and our directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Transfers of Founder Shares The founder shares, Private Placement Units, Private Placement Shares, and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our insiders. Our insiders have agreed not to transfer, assign or sell any of their founder shares until (1) with respect to 50% of the founder shares, the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the founder shares, six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The Private Placement Units and the securities within the units are not transferable, assignable or salable until after the completion of our initial business combination. The foregoing restrictions are not applicable for transfers (i) among the insiders or to the Company’s insiders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a business combination, (vii) in connection with the consummation of a business combination, (viii) in the event of the Company’s liquidation prior to its consummation of an initial business combination or (ix) in the event that, subsequent to the consummation of an initial business combination, the Company completes a liquidation, merger, capital share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent). If dividends are declared and payable in ordinary shares, such dividends will also be placed in lock-up. If we are unable to effect an initial business combination and liquidate the trust account, none of our insiders will receive any portion of the liquidation proceeds with respect to their founder shares. 26 Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Share Issuance On April 18, 2024, the Company issued 2,156,250 Class B ordinary shares, par value of $0.0001 each (the “Class B insider shares”), to the Sponsor for a purchase price of $25,000, or approximately $0.012 per share. On June 27, 2024, the Company issued additional 4,521,169 Class B ordinary shares, at par value of $452, which is accounted for as a nominal issuance to the sponsor. In total, an aggregate 6,677,419 Class B ordinary shares were issued to the Sponsor, at a per-share price of approximately $0.004 per share. On February 25, 2025, the Sponsor agreed to transfer all the insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. On April 30, 2025, the Sponsor agreed to surrender 4,507,258 insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares. 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 (the “Class A insider shares”, with the Class B insider shares, the “insider shares”). As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares. On May 15, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 60,000 Class B insider shares at the purchase price of $695 to Evan M. Graj, the CFO and director of the Company. On May 27, 2025, our Sponsor HoldCo entered into a securities transfer agreement pursuant to which the Sponsor HoldCo agrees to transfer an aggregate of 60,000 founder shares to our independent directors, or 20,000 founder shares to each director, for an aggregated purchase price of $695. Sale of Private Placement Units On May 29, 2025, substantially concurrently with the closing of the IPO of the Company, the Company completed the private sale of 230,000 Private Units to the Sponsor HoldCo. 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. Working Capital Note In order to meet our working capital needs following the consummation of our initial public offering or to extend our life, our insiders, officers and directors and their respective affiliates/designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes, or the “working capital notes,” may be converted upon consummation of our initial business combination into working capital units at a price of $10.00 per unit, or the “Working Capital Units.” In addition, our insiders, officers and directors or their affiliates or designees may loan us funds in support of our potential extension to allow additional time for us to complete an initial business combination which will be evidenced in extension convertible notes, or the “extension notes,” to be repaid in cash or $10.00 per unit, or the “Extension Units,” at the closing of our initial business combination. If we do not complete our initial business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available. The Working Capital Units would be identical to the Private Placement Units sold in the Private Placement. The terms of such loans by our sponsor or its affiliates, 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 insiders or an affiliate of our insiders 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, but if we do, we will request such lender to provide a waiver against any and all rights to seek access to funds in our trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. On April 18, 2024, the Sponsor agreed to loan the Company up to $500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. As of May 29, 2025, the Company has an outstanding loan balance of $426,975. This Promissory Note is non-interest bearing, unsecured and is due at the earlier of (1) August 31, 2025, or (2) the date on which the Company consummates an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default. 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 Loan. As of December 31, 2025 and December 31, 2024, the Company has an outstanding loan balance of $0 and $331,927, respectively. 27 On June 26, 2025, the Sponsor HoldCo agreed to loan the Company up to $500,000 to meet the Company’s working capital needs following the consummation of the IPO. The loan was evidenced by a promissory note (the “Working Capital Note”) that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company. The Sponsor HoldCo has the right, but not the obligation, to convert this loan, in whole or in part, into private units of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share. 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 December 31, 2025 and 2024, the Company had $151,671 and $0 borrowings under the Working Capital Loans, respectively. Offer Letters With Management We entered into an offer letter dated May 21, 2024, with our CFO and Director, Evan Graj, for compensation of$5,000 per month in cash and $6,000 per month in cash for the post-IPO period, commencing from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter. On May 11, 2025, the Company executed an amendment to the offer letter by and between the CFO and the Company (the amendment, collectively, “Amendment”), to revise the terms of the management compensation. Effective on May 11, 2025, the Amendments provide that: the CFO shall receive (i) monthly cash compensation of $5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $5,000 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $15,000 upon the entry of a definitive agreement by the Company, (iv) $15,000 upon the closing of our initial business combination. We entered into an offer letter dated October 17, 2025, with our CEO, Chiarman and Director, Timothy Lim, commencing from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that she vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter, 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. As of December 31, 2025 and December 31, 2024, Mr. Lim has received $0 in compensation, and Mr. Graj has received $15,000 and $15,000 in compensation, respectively. Other than as set forth elsewhere in this report, none of our executive officers or directors have received any cash compensation for services rendered to us. Our insiders, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. 28 Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Director Independence Nasdaq requires that a majority of our board must be composed of “independent directors.” Currently, Mr. Snyder, Mr. Mao and Mr. Grigsby would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present. We will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors. Item 14. Principal Accountant Fees and Services. Public Accounting Fees The following chart sets forth public accounting fees in connection with services rendered by UHY LLP for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024. UHY LLP 2025 2024 Audit Fees $ 146,100 $ 79,124 Audit-Related Fees 42,500 20,000 Tax Fees $ - $ - All Other Fees $ - $ - 29 Audit fees were for professional services rendered by UHY LLP for the audit of our annual financial statements, and services that are normally provided by UHY LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.” The following chart sets forth public accounting fees in connection with services rendered by TAAD, LLP for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024. TAAD, LLP 2025 2024 Audit and Audit-Related Fees $ 30,900 $ - Tax Fees $ - $ - All Other Fees $ - $ - Audit fees were for professional services rendered by TAAD, LLP for the audit of our annual financial statements, and services that are normally provided by TAAD, LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.” Pre-Approval Policy Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 30 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements (2) Financial Statements Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes herein. (3) Exhibits We hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Not applicable. 31 CHAMPIONSGATE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 5854 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 1195) F-3 Balance Sheets F-4 Statements of Operations F-5 Statements of Changes In Shareholders’ Deficit F-6 Statements of Cash Flows F-7 Notes to Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ChampionsGate Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheet of ChampionsGate Acquisition Corporation as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company have working capital deficits that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ TAAD, LLP We have served as the Company’s auditor since 2025. Diamond Bar, California April 10, 2026 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of ChampionsGate Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheet of ChampionsGate Acquisition Corporation (the “Company”) as of December 31, 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from March 27, 2024 (inception) to December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from March 27, 2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenue, its business plan is dependent on the completion of a financing transaction and the Company’s cash and working capital are not sufficient to complete its planned activities one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ UHY LLP We served as the Company’s auditor from 2024 to 2025. New York, New York March 26, 2025, except for Notes 8 and 9, which are as of May 5, 2025 F- 3 CHAMPIONSGATE ACQUISITION CORPORATION BALANCE SHEETS December 31, December 31, 2025 2024 Assets Current Assets Cash $ 17,251 $ 3 Prepaid expenses 73,418 26,000 Total Current Assets 90,669 26,003 Deferred offering costs - 269,102 Investments held in Trust Account 76,902,330 - Total Assets $ 76,992,999 $ 295,105 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 16,567 $ 67,398 Accrued offering costs - 35,320 Due to related parties - 54,401 Promissory note - related party - 331,927 Working capital loan - related party 151,671 - Total Current Liabilities 168,238 489,046 Deferred underwriting commission payable 1,495,000 - Total Liabilities 1,663,238 489,046 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $ 10.29 per share and none as of December 31, 2025 and 2024, respectively 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) and none issued and outstanding as of December 31, 2025 and 2024, respectively 114 - Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 1,370,161 and 2,170,161 shares issued and outstanding as of December 31, 2025 and 2024, respectively 137 217 (1)(2) Additional paid-in capital - 56,689 Contribution receivable - ( 1 ) Accumulated deficit ( 1,572,820 ) ( 250,846 ) Total Shareholders’ Deficit ( 1,572,569 ) ( 193,941 ) Total Liabilities and Shareholders’ Deficit $ 76,992,999 $ 295,105 (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 financial statements. F- 4 CHAMPIONSGATE ACQUISITION CORPORATION STATEMENTS OF OPERATIONS For The For The Period From March 27, 2024 (Inception) Year Ended Through December 31, 2025 December 31, 2024 Formation and operating costs $ 447,281 $ 218,941 Stock compensation expense 155,904 31,905 Loss from operations ( 603,185 ) ( 250,846 ) Other income Interest and dividend income on investments held in Trust Account 1,778,580 - Total other income 1,778,580 - Net income (loss) $ 1,175,395 $ ( 250,846 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,435,714 - Basic and diluted income per share, Class A ordinary shares subject to possible redemption $ 0.18 $ - Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares (1)(2) 2,258,088 1,887,097 Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares $ 0.18 $ ( 0.13 ) (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. The accompanying notes are an integral part of these financial statements. F- 5 CHAMPIONSGATE ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT Ordinary Shares Additional Total Preference Shares Class A Class B Paid-in Contribution Accumulated Shareholders’ Shares Amount Shares Amount Shares Amount Capital Receivable Deficit Deficit Balance as of March 27, 2024 (Inception) - $ - - $ - - $ - $ - $ - $ - $ - Shares issued to initial shareholder and executives (1 ) - - - - 2,156,250 216 24,784 - - 25,000 Additional shares issued to initial shareholder - - - - 4,521,169 452 - ( 452 ) - - Forfeiture of shares issued to initial shareholder (2 ) - - - - ( 4,507,258 ) ( 451 ) - 451 - - Stock compensation expense - - - - - - 31,905 - - 31,905 Net loss - - - - - - - - ( 250,846 ) ( 250,846 ) Balance as of December 31, 2024 - - - - 2,170,161 217 56,689 ( 1 ) ( 250,846 ) ( 193,941 ) 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 ) 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 ) - - - - Remeasurement of carrying value to redemption value - - - - - - - - ( 1,778,580 ) ( 1,778,580 ) Net income - - - - - - - - 1,175,395 1,175,395 Balance as of December 31, 2025 - $ - 1,142,125 $ 114 1,370,161 $ 137 $ - $ - $ ( 1,572,820 ) $ ( 1,572,569 ) (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 financial statements. F- 6 CHAMPIONSGATE ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS For The For The Period From March 27, 2024 (Inception) Year Ended Through December 31, 2025 December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 1,175,395 $ ( 250,846 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Stock compensation expense 155,904 31,905 Interest and dividend earned on investments held in Trust Account ( 1,778,580 ) - Changes in operating assets and liabilities: Prepaid expenses ( 47,418 ) ( 26,000 ) Due to related parties 54,201 54,401 Accounts payable and accrued expenses ( 50,830 ) 67,398 Net Cash Used in Operating Activities ( 491,328 ) ( 123,142 ) 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 95,048 331,927 Payment of promissory note - related party ( 350,000 ) - Proceeds from working capital loan - related party 74,696 - Proceeds from issuance of Class B ordinary shares - 25,000 Payment of underwriter discount ( 747,500 ) - Payment of deferred offering costs ( 489,918 ) ( 233,782 ) Net Cash Provided by Financing Activities 75,632,326 123,145 Net Change in Cash 17,248 3 Cash, beginning of period 3 - Cash, end of period $ 17,251 $ 3 Supplemental Disclosure of Noncash Activities: Deferred offering costs included in accrued offering costs $ - $ 35,320 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 $ 1,778,580 $ - Related parties debt forgiveness $ 108,602 $ - Conversion of promissory note - related party to working capital loan - related party $ 76,975 $ - The accompanying notes are an integral part of these financial statements. F- 7 CHAMPIONSGATE ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS Note 1 — Organization, Business Operation and Going Concern Consideration ChampionsGate Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 27, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December 31 as its fiscal year end. As of December 31, 2025, the Company had not commenced any operations. For the period from March 27, 2024 (inception) through December 31, 2025, 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. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s founder and sponsor is ST Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO and the Private Placement. On May 29, 2025, the Company consummated 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 of the Company. 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, the Company consummated the Private Placement of 230,000 units (the “Private Placement Units”) to ST Sponsor Investment LLC (the “Sponsor HoldCo”), a Cayman Islands limited liability company which has one member, ST Sponsor Limited, the Company’s Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,300,000 , which is described in Note 4. 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. Transaction costs amounted to $ 3,259,220 , consisting of $ 747,500 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 1,495,000 of deferred underwriting commissions, $ 293,020 of the Representative Shares (discussed below), and $ 723,700 of other offering costs. At the IPO closing date, cash of $ 464,339 was held outside of the trust account (as defined below) and is available for the payment of accrued offering costs and for working capital purposes. In conjunction with the IPO, the Company issued to the underwriter 112,125 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $ 293,020 . F- 8 The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. The Company will complete its initial Business Combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the IPO, management has agreed that at least $ 10.05 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”). The funds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to divided and/or interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the trust account will not be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s second amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s public shares if the Company does not complete the Company’s initial Business Combination within 18 months from the closing of the IPO. (The Company has eighteen (18) months after the Closing Date to complete its initial Business Combination unless the Company and the Sponsor and/or designees elect to extend this initial time period pursuant to the following scenarios: (x) in the event that the Company executes a definitive agreement for an initial Business Combination within 18 months after the Closing Date, it will automatically receive an additional three months to consummate the initial Business Combination or (y) the Company and the Sponsor and/or designees may extend that initial time period two times by an additional three months each time up to for a total period of up to 24 months from the Closing Date, or 27 months from the closing of the IPO if the condition in scenario (x) is met) (the “Combination Deadline”) provided that the Company’s sponsor and/or designees must deposit (the “extension loans”) into the trust account for each three months extension, $ 747,500 , up to an aggregate of $ 1,495,000 , on or prior to the date of the applicable deadline. or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of public shares if the company are unable to complete their initial Business Combination before the Combination Deadline, subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The ordinary shares subject to redemption will be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. The Company will have until the Combination Deadline to complete its initial Business Combination. The Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s franchise and income taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor HoldCo and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any insider shares (as defined in Note 5) they hold if the Company fails to consummate an initial Business Combination before the Combination Deadline. F- 9 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company. Therefore, it cannot be assured that that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of December 31, 2025, the Company had a working capital deficit of $ 77,569 . The Company expects to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s plans to address this need for capital through the Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete a Business Combination before the Combination Deadline, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the required period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to consummate the Business Combination to continue as a going concern. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). F- 10 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents 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 $ 17,251 and $ 3 cash in bank as of December 31, 2025 and 2024, respectively. Investments Held in Trust Account As of December 31, 2025 and 2024, substantially all of the assets of $ 76,902,330 and $ 0 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. Earnings on these investments are included in interest and dividends income in the accompanying statements of operations and are automatically reinvested. 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 $ 1,778,580 and $ 0 for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024, 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 December 31, 2025 and 2024, $ 0 was over the FDIC limit. The Company has not experienced losses on the account. F- 11 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. 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 year ended December 31, 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 Year Ended For The Period From March 27, 2024 (Inception) Through December 31, 2025 December 31, 2024 Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class A and Class B Class A Class A and Class B Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per ordinary share: Numerators: Allocation of net income (loss) $ 778,887 $ 396,508 $ - $ ( 250,846 ) Denominators: Basic and diluted weighted average shares outstanding 4,435,714 2,258,088 - 1,887,097 (1)(2) Basic and diluted net income (loss) per ordinary share $ 0.18 $ 0.18 $ - $ ( 0.13 ) (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 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. F- 12 The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The public Rights were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below. The following table presents the quantitative information regarding market assumptions used in the valuation of the public Rights: May 29, 2025 Unit value $ 10.00 Share price $ 9.67 Conversion ratio 12.5 % Probability of Business Combination 30.0 % Discount of lack of marketability (DLOM) 2.0 % Fair value of each right $ 0.33 The following table presents information about the Company’s assets that are measured at fair value on December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2025 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in trust account $ 76,902,330 $ 76,902,330 $ - $ - Total $ 76,902,330 $ 76,902,330 $ - $ - December 31, 2024 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in trust account $ - $ - $ - $ - Total $ - $ $ - $ - F- 13 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 7,475,000 Class A ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize 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. 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 December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 74,750,000 Less: Proceeds allocated to Public Rights ( 2,441,833 ) Class A ordinary shares issuance cost ( 3,135,464 ) Plus: Initial measurement of carrying value to redemption value 5,951,047 Remeasurement of carrying value to redemption value 1,778,580 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 76,902,330 Stock Compensation The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation — Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized stock-based compensation expense in the amount of $ 155,904 for the year ended December 31, 2025, and $ 31,905 for the period from March 27, 2024 (inception) through December 31, 2024. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. F- 14 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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 December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements 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 financial statements. Note 3 — Initial Public Offering On May 29, 2025, the Company sold 7,475,000 Units (including 975,000 Units issued upon the full exercise of the over-allotment option) in its IPO. Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one Right. Each Right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon completion of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 8 in order to receive shares for all of their rights upon closing of a Business Combination. Note 4 — Private Placement Simultaneously with the closing of the IPO, t he Sponsor HoldCo purchased an aggregate of 230,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit for an aggregate purchase price of $ 2,300,000 in the Private Placement. Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor HoldCo until the completion of its initial Business Combination (except to certain permitted transferees). F- 15 Note 5 — Related Party Transactions Insider Shares On April 18, 2024, the Company issued 2,156,250 Class B ordinary shares, par value of $ 0.0001 each (the “Class B insider shares”), to the Sponsor for a purchase price of $ 25,000 , or approximately $ 0.012 per share. On June 27, 2024, the Company issued additional 4,521,169 Class B ordinary shares, at par value of $ 452 , which is accounted for as a nominal issuance to the sponsor. In total, an aggregate 6,677,419 Class B ordinary shares were issued to the Sponsor, at a per-share price of approximately $ 0.004 per share. On February 25, 2025, the Sponsor agreed to transfer all the insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. On April 30, 2025, the Sponsor agreed to surrender 4,507,258 insider shares it held, as a result of which the Sponsor HoldCo owns 2,010,161 insider shares. 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 (the “Class A insider shares”, with the Class B insider shares, the “insider shares”). As a result, the Sponsor HoldCo owns 800,000 Class A insider shares and 1,150,161 Class B insider shares. On May 15, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 Class B insider shares, for a total purchase price of $ 1,159 to Bala Padmakumar, the former CEO, Chairman and Director of the Company, and 60,000 Class B insider shares for a total purchase price of $ 695 to Evan M. Graj, the CFO and director of the Company, respectively. The fair value of these 160,000 shares transferred on the grant date was $ 33,760 or $ 0.211 per share, based on valuation performed by a third-party specialist. The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details). The share price was calculated using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching $ 10 and the Right valued at one-eighth of the share price. Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, a valuation methodology, was applied to yield a minority non-marketable fair value. The following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by a third-party specialist: May 15, 2024 Estimated Volatility 102.5 % Risk-free rate 4.67 % Spot price $ 9.639 Discount of lack of marketability (DLOM) 27.02 % Concurrent with the IPO, the Sponsor transferred an aggregate of 60,000 of its Class B insider shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $ 696 . The fair value of these 60,000 shares transferred on the grant date was $ 156,600 or $ 2.61 per share per valuation performed by a third-party specialist. The Company accounted for the transfer under ASC 718 stock compensation (See Note 2 for details). The share price was calculated using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching $ 10 and the Right valued at one-eighth of the share price. Based on these probabilities, an indicated per share marketable value for the Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, was applied to yield a minority non-marketable fair value. The following criteria presents the quantitative information regarding market assumptions used in the founder share valuation performed by a third-party specialist: May 29, 2025 Per Share Value of Class A Ordinary Shares $ 8.89 Probability of Business Combination 30.0 % Per Share Value of Class B Ordinary Shares (Marketable Basis) $ 2.67 Discount of lack of marketability (DLOM) 2.0 % F- 16 Promissory Note — Related Party On April 18, 2024, the Sponsor agreed to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. This Promissory Note is non-interest bearing, unsecured and is due at the earlier of (1) August 31, 2025, or (2) the date on which the Company consummates an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default. 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 Loan (defined below). As of December 31, 2025 and 2024, the Company has an outstanding loan balance of $ 0 and $ 331,927 , respectively. Working Capital Loans In addition, in order to meet the Company’s working capital needs following the consummation of the IPO if the funds not held in the trust account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s Business Combination into working capital Units at a price of $ 10.00 per Unit. If the Company do not complete a Business Combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available. On June 26, 2025, the Sponsor HoldCo agreed to loan the Company up to $ 500,000 to meet the Company’s working capital needs following the consummation of the IPO. The loan was evidenced by a promissory note that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company. The Sponsor HoldCo has the right, but not the obligation, to convert this loan, in whole or in part, into private units of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share. 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 December 31, 2025 and 2024, the Company had $ 151,671 and $ 0 borrowings under the Working Capital Loans, respectively. Due to/Due from Related Parties On May 21, 2024, the Company signed the offer letter with Mr. Bala Padmakumar (the “former CEO”) and Evan Graj (the “CFO”) for compensation of $ 7,500 and $ 5,000 per month in cash, respectively, and $ 10,000 and $ 6,000 per month in cash for the post-IPO period, respectively. On May 11, 2025, the Company executed an amendment to the offer letter by and between the former CEO and the Company, dated May 21, 2024, and an amendment to the offer letter by and between the CFO and the Company, dated May 21, 2024 (the two amendments, collectively, “Amendments”), to revise the terms of the management compensation. Effective on May 11, 2025, the Amendments provide that: The former CEO shall receive (i) monthly cash compensation of $ 7,500 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $ 7,500 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $ 22,500 upon the entry of a definitive agreement by the Company, (iv) $ 22,500 upon the closing of the Company’s initial business combination. The CFO shall receive (i) monthly cash compensation of $ 5,000 for three months from the date of the offer letter until the IPO is consummated, (ii) monthly cash compensation of $ 5,000 for three months from the date the IPO is consummated and 90th date after the closing of the IPO, (iii) $ 15,000 upon the entry of a definitive agreement by the Company, (iv) $ 15,000 upon the closing of the Company’s initial business combination. As of May 11, 2025, the accrued salary expenses of $ 108,602 under the original offer letters were adjusted to additional paid-in capital as related parties debt forgiveness under the Amendments. On July 31, 2025, the former CEO notified the board of directors of the Company, that he has decided to resign all the positions he held at the Company, effective immediately. He 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 up to July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025. F- 17 As of December 31, 2025 and 2024, the Company had salary payable to the former CEO of $ 0 and $ 32,500 , respectively. The Company had salary expenses for the former CEO of $ 55,161 and $ 55,000 for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024, respectively. As of December 31, 2025 and 2024, the Company had salary and reimbursement payable to the CFO of $ 0 and $ 21,901 , respectively. The Company had salary expenses for the CFO of $ 36,774 and $ 36,667 for the year ended December 31, 2025 and for the period from March 27, 2024 (inception) through December 31, 2024, respectively. The Company entered into an offer letter dated October 17, 2025, with our CEO, Chairman and Director, Timothy Lim (the “CEO”), commencing from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter, 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. As of December 31, 2025, the Company had no salary payable to the CEO, and no salary expenses were recognized for the CEO for the year ended December 31, 2025. Note 6 — Commitments and Contingencies Underwriter Registration Rights The holders of the insider shares, Private Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion of Working Capital Loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter of the IPO a 45 -day option to purchase up to an additional 975,000 Units solely to cover over-allotments, if any. The underwriters exercised the over-allotment option. The underwriter was paid a cash underwriting discount of $ 0.10 per Unit, or $ 747,500 at the closing of the IPO. In addition, the Company issued 112,125 Class A ordinary shares to the underwriter at the closing of the IPO. In conjunction with the IPO, the Company issued to the underwriter 112,125 Class A ordinary shares for no consideration. The fair value of the Representative Shares accounted for as compensation under ASC 718 is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $ 293,020 , or $ 2.61 per share. Additionally, the underwriter will be entitled to a cash underwriting discount of $ 0.20 per Unit to be paid in cash, or $ 1,495,000 for deferred underwriting commissions to be paid upon the completion of initial Business Combination. If the Company does not complete its initial Business Combination and subsequently liquidate, the trustee and underwriter has agreed that (i) it will forfeit any rights or claims to its deferred underwriting discounts and commissions then in the trust account upon liquidation, and (ii) the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes or for working capital purposes (less up to $ 100,000 of interest to pay dissolution expenses). F- 18 Note 7 — Shareholder’s Equity 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 December 31, 2025 and 2024, 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 December 31, 2025 and 2024, there were 1,142,125 shares of Class A ordinary share issued and outstanding, excluding 7,475,000 shares subject to possible redemption, and none , respectively. Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $ 0.0001 par value. On April 18, 2024, the Company issued an aggregate of 2,156,250 Class B Insider shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.012 per share. On June 27, 2024, the Company issued an additional of 4,521,169 Class B ordinary shares to the Sponsor at par value, for $ 452 . On February 25, 2025, the Sponsor agreed to transfer all the Class B insider shares it held to Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. 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 December 31, 2024. 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 December 31, 2025 and 2024, an aggregate 1,370,161 and 2,170,161 Class B ordinary shares were issued and outstanding, respectively. Rights As of December 31, 2025 and 2024, there were 7,475,000 and none public Rights included in the public Units outstanding, respectively, and 230,000 and none 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. In the event the Company will not be the surviving company upon completion of the Company’s initial Business Combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-eighth of one Class A ordinary share underlying each right is entitled to upon consummation of the Business Combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold rights in multiples of eight in order to receive shares for all of your Class A ordinary shares underlying the rights upon closing of a Business Combination. If the Company are unable to complete an initial Business Combination within the required time period and the Company redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights. Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. F- 19 When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs. The following table presents the significant segment expenses of the Company’s single segment. For the Period From March 27, For the Year Ended 2024 (Inception) Through December 31, 2025 December 31, 2024 Formation and operating costs $ 447,281 $ 218,941 Stock compensation expense 155,904 31,905 Loss from operations ( 603,185 ) ( 250,846 ) Interest and dividend income on investments held in Trust Account 1,778,580 - Total other income 1,778,580 - Net income (loss) $ 1,175,395 $ ( 250,846 ) Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued. Based on this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. F- 20 EXHIBIT INDEX Exhibit Description 1.1 Underwriting Agreement, dated May 27, 2025, by and between the Registrant and the Representative. (1) 3.1 Memorandum and Articles of Association. (2) 3.2 Amended and restated memorandum and articles of association. (2) 4.1 Specimen Unit Certificate(2) 4.2 Specimen Class A Ordinary Share Certificate(2) 4.3 Specimen Rights Certificate(2) 4.4 Rights Agreement, dated May 27, 2025, between the Registrant and CST, as rights agent. (1) 4.5* Description of Securities. 10.1 Promissory Note, issued by the Registrant to the sponsor, dated as of April 18, 2024. (2) 10.2 PIPE Unit Subscription Agreement dated May 27, 2025, between the Registrant and the Sponsor HoldCo. (1) 10.3 Securities Transfer Agreement, dated May 27, 2025, between the Registrant, the Sponsor HoldCo, and certain directors of the Company(1) 10.4 Investment Management Trust Agreement, dated May 27, 2025, between the Registrant and Wilmington Trust, N.A., as trustee. (1) 10.5 Registration Rights Agreement, dated May 27, 2025, between the Registrant, the Sponsor HoldCo, and the Representative. (1) 10.6 Letter Agreement, dated May 27, 2025, among the Registrant, the Sponsor HoldCo, and officers and directors of the Company. (1) 10.7 Indemnity Agreement, dated May 27, 2025, between the Registrant and the officers and directors of the Registrant. (1) 10.8 Subscription Agreement by and among the Registrant and the sponsor, dated as of April 18, 2024, for the founder shares. (2) 10.9 Securities Transfer Agreement by and among the Registrant, officers of the Registrant and the sponsor, dated as of May 15, 2024, for the founder shares. (2) 10.10 Offer Letter, between the Registrant and the CEO and Chairman, dated as of October 17, 2025. (2) 10.11 Offer Letter, between the Registrant and the CFO, dated as of May 21, 2024, as amended on May 11, 2025. (2) 14.1 Code of Ethics (2) 19.1* Insider Trading Policy. 23.1* Consent of UHY LLP. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 32.2** Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Clawback Policy of the Registrant. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith ** Furnished herewith (1) Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on May 30, 2025 (File No. 001-42651). (2) Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on May 13, 2025 (File No. 333-283689). 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. April 10, 2026 CHAMPIONSGATE ACQUISITION CORPORATION By: /s/ Timothy Lim Name: Timothy Lim Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Timothy Lim Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) April 10, 2026 Timothy Lim /s/ Evan M. Graj Director and Chief Financial Officer (Principal Financial and Accounting Officer) April 10, 2026 Evan M. Graj /s/ David Mao Director April 10, 2026 David Mao /s/ Robert Grigsby Director April 10, 2026 Robert Grigsby /s/ William W. Snyder Director April 10, 2026 William W. Snyder 33