ChampionsGate Acquisition Corp Announces Business Combination with Futuremain

What Happened

• ChampionsGate Acquisition Corp (CHPG) filed an 8-K on Sept 18, 2026 reporting that on Sept 11, 2026 it entered into an Agreement and Plan of Merger and Business Combination with Futuremain Co., Ltd. The deal will create a new public company (“Pubco”) through a series of restructurings and two mergers: an Initial Merger that places Futuremain under Holdco and a SPAC Merger that combines ChampionsGate into Pubco.
• At closing, Holdco shareholders will receive aggregate consideration of $80,000,000 paid in Pubco Shares at a deemed value of $10.00 per share (i.e., 8,000,000 Pubco Shares). ChampionsGate shares and rights will be converted into Pubco Shares (ordinary shares and conversion rules apply; fractional shares rounded down).

Key Details

• Closing consideration to Holdco shareholders: $80,000,000 in Pubco Shares (deemed $10.00/share → 8,000,000 shares).
• Pubco to adopt an equity incentive plan with a pool of at least 15% of fully diluted capitalization immediately after closing.
• Board: Pubco’s initial board will have five directors (three designated by the Sponsor, two designated by Holdco); Holdco officers will initially serve as Pubco officers.
• Closing conditions include ChampionsGate and Futuremain shareholder approvals, required governmental/antitrust clearances (HSR), Nasdaq approval for listing Merger consideration shares, completion of Futuremain’s restructuring, and no Material Adverse Effect. The agreement may be terminated if the merger is not completed by Dec 31, 2027 (subject to agreed extensions).

Why It Matters

• This agreement sets the financial and structural terms for taking Futuremain public via ChampionsGate’s SPAC process, including the $80M share consideration and a significant post-close equity pool (≥15%) for management.
• Key milestones for investors to watch: shareholder votes, SEC filings (Form F‑4 / proxy statement and prospectus), Nasdaq listing approval, antitrust clearances, and the Dec 31, 2027 outside date. These events will determine timing and whether the transaction proceeds as planned.
• The filing is factual and contains customary representations, covenants, and termination rights; investors should read the forthcoming proxy/prospectus when filed for full details before making voting or investment decisions.