ChampionsGate SPAC Swings to Profit Post-IPO, Eyes Business Combo
Ticker: CHPGR · Form: 10-Q · Filed: Nov 17, 2025 · CIK: 2024460
| Field | Detail |
|---|---|
| Company | Championsgate Acquisition CORP (CHPGR) |
| Form Type | 10-Q |
| Filed Date | Nov 17, 2025 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.0001, $10.00 |
| Sentiment | mixed |
Sentiment: mixed
Topics: SPAC, 10-Q, Blank Check Company, IPO, Trust Account, Business Combination, Financial Performance, SEC Filing
TL;DR
**CHPGR is funded and generating income, but the clock is ticking to find a deal or risk liquidation.**
AI Summary
ChampionsGate Acquisition Corporation (CHPGR) reported a net income of $494,905 for the nine months ended September 30, 2025, a significant improvement from a net loss of $172,120 for the same period in 2024. This turnaround was primarily driven by $1,043,808 in interest and dividend income from investments held in its Trust Account, which was non-existent in the prior year. The company successfully completed its Initial Public Offering (IPO) on May 29, 2025, raising $74,750,000 from the sale of 7,475,000 units at $10.00 per unit, including the full exercise of the over-allotment option. Simultaneously, a private placement of 230,000 units generated an additional $2,300,000. Total assets surged to $76,268,456 as of September 30, 2025, from $295,105 at December 31, 2024, largely due to $76,167,558 in investments held in the Trust Account. The company's accumulated deficit, however, increased to $1,518,538 from $250,846 over the same period, reflecting ongoing formation and operating costs of $392,999 for the nine months ended September 30, 2025. The company is a blank check company and has not yet commenced operations, focusing solely on identifying a business combination target within 18 to 27 months from the IPO closing date.
Why It Matters
For investors, this 10-Q signals that ChampionsGate Acquisition Corp. (CHPGR) has successfully capitalized its trust account following its IPO, generating substantial interest income. The significant increase in assets to over $76 million provides a solid foundation for its intended business combination. However, the rising accumulated deficit indicates ongoing operational burn rate, which is typical for a SPAC but warrants monitoring. The competitive landscape for SPACs remains intense, and CHPGR's ability to identify and execute a compelling merger within its 18-27 month deadline will be crucial for delivering value to shareholders and distinguishing itself in a crowded market.
Risk Assessment
Risk Level: medium — The company is a blank check company with no operations, meaning its success hinges entirely on completing a business combination within 18 to 27 months from its May 29, 2025 IPO. If it fails to do so, it will liquidate, and public shareholders will only receive their pro-rata share of the trust account, potentially less than the initial $10.00 per unit due to dissolution expenses. The accumulated deficit of $1,518,538 as of September 30, 2025, highlights the ongoing costs without an operating business.
Analyst Insight
Investors should monitor CHPGR closely for announcements regarding a potential business combination target. Given the time constraint, any delays or lack of progress could signal increased risk. Consider the redemption option if a proposed business combination does not align with investment goals, as the trust account holds $10.19 per share as of September 30, 2025.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $0
- operating Margin
- N/A
- total Assets
- $76,268,456
- total Debt
- $1,619,185
- net Income
- $494,905
- eps
- $0.09
- gross Margin
- N/A
- cash Position
- $17,351
- revenue Growth
- N/A
Key Numbers
- $74.75M — IPO Gross Proceeds (Generated from 7,475,000 units at $10.00 each on May 29, 2025.)
- $2.3M — Private Placement Proceeds (Generated from 230,000 units at $10.00 each, simultaneous with IPO.)
- $76.17M — Investments in Trust Account (As of September 30, 2025, up from $0 at December 31, 2024, providing capital for a business combination.)
- $494,905 — Net Income (9 months) (For the nine months ended September 30, 2025, a significant improvement from a $172,120 net loss in the prior year.)
- $1.04M — Interest & Dividend Income (Earned on Trust Account investments for the nine months ended September 30, 2025, driving profitability.)
- $1.52M — Accumulated Deficit (As of September 30, 2025, indicating ongoing operational costs without revenue generation.)
- 18-27 months — Business Combination Deadline (Timeframe from IPO closing (May 29, 2025) to complete an initial business combination.)
- $10.19 — Redemption Value per Share (As of September 30, 2025, for Class A ordinary shares subject to possible redemption.)
Key Players & Entities
- ChampionsGate Acquisition Corporation (company) — Registrant and blank check company
- ST Sponsor Limited (company) — Company's founder and sponsor
- ST Sponsor Investment LLC (company) — Purchaser of Private Placement Units
- Nasdaq Stock Market LLC (regulator) — Exchange where securities are registered
- Securities and Exchange Commission (regulator) — Regulatory body for filing
- $74,750,000 (dollar_amount) — Total gross proceeds from IPO
- $2,300,000 (dollar_amount) — Total proceeds from Private Placement
- $76,167,558 (dollar_amount) — Investments held in Trust Account as of September 30, 2025
- $494,905 (dollar_amount) — Net income for the nine months ended September 30, 2025
- $1,518,538 (dollar_amount) — Accumulated deficit as of September 30, 2025
FAQ
What is ChampionsGate Acquisition Corporation's primary business activity?
ChampionsGate Acquisition Corporation (CHPGR) is a blank check company, meaning it has no operations and was formed solely for the purpose of effecting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses or entities.
How much cash does ChampionsGate Acquisition Corporation have in its Trust Account?
As of September 30, 2025, ChampionsGate Acquisition Corporation had $76,167,558 in investments held in its Trust Account, a significant increase from zero at December 31, 2024, following its IPO.
What was ChampionsGate Acquisition Corporation's net income for the nine months ended September 30, 2025?
ChampionsGate Acquisition Corporation reported a net income of $494,905 for the nine months ended September 30, 2025, a substantial improvement compared to a net loss of $172,120 for the same period in 2024.
When did ChampionsGate Acquisition Corporation complete its Initial Public Offering (IPO)?
ChampionsGate Acquisition Corporation consummated its Initial Public Offering (IPO) on May 29, 2025, raising total gross proceeds of $74,750,000 from the sale of 7,475,000 units.
What is the deadline for ChampionsGate Acquisition Corporation to complete a business combination?
ChampionsGate Acquisition Corporation has between 18 and 27 months from the closing date of its IPO (May 29, 2025) to complete its initial business combination. This period can be extended under specific conditions outlined in the filing.
What are the main risks for investors in ChampionsGate Acquisition Corporation?
The primary risk for investors is the company's inability to complete a business combination within the specified deadline. If a deal is not consummated, the company will liquidate, and shareholders will only receive their pro-rata share of the trust account, potentially less than the initial investment.
How much interest and dividend income did ChampionsGate Acquisition Corporation earn?
For the nine months ended September 30, 2025, ChampionsGate Acquisition Corporation earned $1,043,808 in interest and dividend income on investments held in its Trust Account, contributing significantly to its net income.
What is the redemption value per share for ChampionsGate Acquisition Corporation's Class A ordinary shares?
As of September 30, 2025, the redemption value for Class A ordinary shares subject to possible redemption was $10.19 per share, based on 7,475,000 shares.
Who is the sponsor of ChampionsGate Acquisition Corporation?
The founder and sponsor of ChampionsGate Acquisition Corporation is ST Sponsor Limited, a Cayman Islands exempted company.
What were ChampionsGate Acquisition Corporation's total assets as of September 30, 2025?
ChampionsGate Acquisition Corporation's total assets as of September 30, 2025, were $76,268,456, a substantial increase from $295,105 at December 31, 2024, primarily due to the investments in the Trust Account.
Risk Factors
- Dependence on Trust Account Investments [high — financial]: The company's profitability is heavily reliant on interest and dividend income from its Trust Account investments, which generated $1,043,808 in the nine months ended September 30, 2025. This income is directly tied to the performance and size of the Trust Account, which holds $76,167,558 as of September 30, 2025.
- Blank Check Company Status and Business Combination Deadline [high — operational]: As a blank check company, ChampionsGate Acquisition Corp has not commenced operations and must identify a business combination target within 18 to 27 months from its IPO closing date of May 29, 2025. Failure to do so could result in dissolution and return of funds to shareholders.
- Accumulated Deficit and Operating Costs [medium — financial]: The company has an accumulated deficit of $1,518,538 as of September 30, 2025, an increase from $250,846 at December 31, 2024. This is due to ongoing formation and operating costs of $392,999 for the nine months ended September 30, 2025, without any revenue-generating operations.
- Redemption Rights of Class A Shareholders [medium — regulatory]: Class A ordinary shares are subject to possible redemption, with a redemption value of $10.19 per share as of September 30, 2025. A significant number of redemptions could impact the capital available for a business combination.
Industry Context
ChampionsGate Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector. This industry is characterized by companies formed to raise capital through an IPO for the purpose of acquiring or merging with an existing business. The competitive landscape involves numerous SPACs vying to identify and complete a suitable business combination within a limited timeframe, often facing pressure from market conditions and regulatory scrutiny.
Regulatory Implications
As a SPAC, ChampionsGate Acquisition Corp is subject to SEC regulations governing IPOs, disclosures, and business combinations. The company must adhere to strict timelines for completing a merger, and shareholder redemption rights introduce financial and operational complexities. Failure to comply with these regulations or meet the business combination deadline can lead to significant consequences, including dissolution.
What Investors Should Do
- Monitor Business Combination Progress
- Evaluate Target Business Combination
- Understand Redemption Implications
- Assess Trust Account Performance
Key Dates
- 2025-05-29: Initial Public Offering (IPO) Closing — Raised $74,750,000 from the sale of 7,475,000 units and commenced the clock for the business combination deadline.
- 2025-09-30: Balance Sheet Date — Reflects significant increase in assets due to Trust Account investments and the capital raised from the IPO and private placement.
- 2025-09-30: Statement of Operations Period End — Shows net income driven by Trust Account interest and dividends, a turnaround from the prior year's net loss.
Glossary
- Trust Account
- A segregated account holding funds raised from the IPO and private placement, intended to be used for a business combination or returned to shareholders. (The primary source of the company's income and capital for its intended business combination.)
- Blank Check Company
- A company with no commercial operations that is formed to acquire or merge with an existing company. (Defines the core business model and operational focus of ChampionsGate Acquisition Corp.)
- Accumulated Deficit
- The total net losses incurred by a company since its inception, less any net income. (Indicates the company has incurred more expenses than it has generated in revenue to date, typical for pre-operational SPACs.)
- Class A ordinary shares subject to possible redemption
- Shares issued in the IPO that holders have the right to redeem for cash under certain conditions, typically upon a business combination or liquidation. (Represents a significant portion of the company's capital structure and a potential outflow of cash.)
- Formation and operating costs
- Expenses incurred in the process of establishing and running the company, including legal, accounting, and administrative fees, prior to commencing revenue-generating operations. (Explains a significant portion of the company's expenses and contribution to the accumulated deficit.)
Year-Over-Year Comparison
Compared to the period ended September 30, 2024, ChampionsGate Acquisition Corp has transformed from a net loss of $172,120 to a net income of $494,905 for the nine months ended September 30, 2025. This dramatic shift is primarily due to $1,043,808 in interest and dividend income generated from investments in its Trust Account, which was non-existent in the prior year. Total assets have surged from $295,105 to $76,268,456, largely reflecting the capital raised from the IPO and private placement and subsequent investment in the Trust Account. However, the accumulated deficit has also increased from $250,846 to $1,518,538, indicating ongoing operational and formation costs.
Filing Stats: 4,784 words · 19 min read · ~16 pages · Grade level 19.7 · Accepted 2025-11-17 14:46:13
Key Financial Figures
- $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
- $10.00 — ering (the "IPO") of 7,475,000 units at $10.00 per unit, which includes the full exerc
Filing Documents
- ea0264774-10q_champions.htm (10-Q) — 679KB
- ea026477401ex31-1_champions.htm (EX-31.1) — 10KB
- ea026477401ex31-2_champions.htm (EX-31.2) — 11KB
- ea026477401ex32-1_champions.htm (EX-32.1) — 4KB
- ea026477401ex32-2_champions.htm (EX-32.2) — 4KB
- 0001213900-25-111468.txt ( ) — 4558KB
- chpg-20250930.xsd (EX-101.SCH) — 48KB
- chpg-20250930_cal.xml (EX-101.CAL) — 22KB
- chpg-20250930_def.xml (EX-101.DEF) — 238KB
- chpg-20250930_lab.xml (EX-101.LAB) — 386KB
- chpg-20250930_pre.xml (EX-101.PRE) — 241KB
- ea0264774-10q_champions_htm.xml (XML) — 500KB
– FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION 1
FINANCIAL STATEMENTS (UNAUDITED)
Item 1. FINANCIAL STATEMENTS (UNAUDITED) 1 BALANCE SHEETS (UNAUDITED) 1 2 3 4 NOTES TO UNAUDITED FINANCIAL STATEMENTS 5 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22 Item 4. CONTROLS AND PROCEDURES 22 PART II – OTHER INFORMATION 23 Item 1. LEGAL PROCEEDINGS 23 Item 1A. RISK FACTORS 23 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES 23 Item 3. DEFAULTS UPON SENIOR SECURITIES 23 Item 4. MINE SAFETY DISCLOSURES 23 Item 5. OTHER INFORMATION 23 Item 6. EXHIBITS 24
– FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS CHAMPIONSGATE ACQUISITION CORPORATION BALANCE SHEETS (UNAUDITED) September 30, December 31, 2025 2024 Assets Current Assets Cash $ 17,351 $ 3 Prepaid expenses 83,547 26,000 Total Current Assets 100,898 26,003 Deferred offering costs - 269,102 Investments held in Trust Account 76,167,558 - Total Assets $ 76,268,456 $ 295,105 Liabilities and Shareholder's Deficit Current Liabilities Accounts payable and accrued expenses $ 30,751 $ 67,398 Accrued offering costs - 35,320 Due to related parties - 54,401 Promissory note - related party - 331,927 Working capital loan - related party 93,434 - Total Current Liabilities 124,185 489,046 Deferred underwriting commission payable 1,495,000 - Total Liabilities 1,619,185 489,046 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 7,475,000 shares at redemption value of $ 10.19 per share as of September 30, 2025 and none for December 31, 2024 76,167,558 - 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 September 30, 2025 and none for December 31, 2024 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 September 30, 2025 and December 31, 2024, respectively 137 217 Additional paid-in capital - 56,689 Contribution receivable - ( 1 ) Accumulated deficit ( 1,518,538 ) ( 250,846 ) Total Shareholders' Deficit ( 1,518,287 ) ( 193,941 ) Total Liabilities and Shareholders' Deficit $ 76,268,456 $ 295,105 The accompanying notes are an integral part of these unaudited financial statements. 1 CHAMPIONSGATE ACQUISI