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ChampionsGate Acquisition Corp-A 2026年季度报告

2026-05-15 美股财报 ZLY
报告封面

FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-42651 ChampionsGate Acquisition Corporation(Exact name of registrant as specified in its charter) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 8,617,125 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 1,370,161of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding. ChampionsGate Acquisition Corporation TABLE OF CONTENTS PART I – FINANCIAL INFORMATION1Item 1. FINANCIAL STATEMENTS (UNAUDITED)1BALANCE SHEETS (UNAUDITED)1STATEMENTS OF OPERATIONS (UNAUDITED)2STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)3STATEMENTS OF CASH FLOWS (UNAUDITED)4NOTES TO UNAUDITED FINANCIAL STATEMENTS5Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS18Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK24Item 4. CONTROLS AND PROCEDURES24PART II – OTHER INFORMATION25Item 1. LEGAL PROCEEDINGS25Item 1A. RISK FACTORS25Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTEREDSECURITIES25Item 3. DEFAULTS UPON SENIOR SECURITIES25Item 4. MINE SAFETY DISCLOSURES25Item 5. OTHER INFORMATION25Item 6. EXHIBITS26SIGNATURES27 PART I – FINANCIAL INFORMATION CHAMPIONSGATE ACQUISITION CORPORATIONBALANCE SHEETS(UNAUDITED) CHAMPIONSGATE ACQUISITION CORPORATIONSTATEMENTS OF OPERATIONS(UNAUDITED) (1)Excludes up to 283,064 of the Class B ordinary shares that were subject to surrender by the Sponsor for no considerationdepending on the extent to which the underwriters’ over-allotment is exercised (see Note 5). On May 29, 2025, the Companyconsummated the Initial Public Offering of 7,475,000 units at $10.00 per unit, which includes the full exercise of theunderwriter’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 unaudited financial statements. CHAMPIONSGATE ACQUISITION CORPORATIONSTATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) (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 unaudited financial statements. CHAMPIONSGATE ACQUISITION CORPORATIONSTATEMENTS OF CASH FLOWS(UNAUDITED) Net income (loss)$571,370$(117,327)Adjustments to reconcile net income (loss) to net cash used in operating activitiesInterest and dividend earned on investments held in Trust Account(676,197)-Changes in operating assets and liabilities:Prepaid expenses21,571(2,954)Due to related parties-37,530Accounts payable and accrued expenses76,867(29,283)Accrued offering costs-25,253Net Cash Used in Operating Activities(6,389)(86,781) CHAMPIONSGATE ACQUISITION CORPORATIONNOTES TO UNAUDITED FINANCIAL STATEMENTS Note1 —Organization, Business Operation and Going Concern Consideration ChampionsGate Acquisition Corporat