ChampionsGate Acquisition to Merge with Futuremain for $80 Million

ChampionsGate Acquisition Corporation, a Cayman Islands exempted company, entered into a definitive agreement on September 11, 2026, to merge with Futuremain Co., Ltd., a Korean company. The transaction, valued at $80,000,000, is structured as a business combination involving multiple entities to be incorporated under Cayman Islands law.

Under the terms of the Agreement and Plan of Merger, Futuremain will first cause a new entity, Holdco, to be incorporated. Futuremain will then restructure to become an indirect wholly-owned subsidiary of Holdco. Concurrently, ChampionsGate will incorporate Pubco, Merger Sub I, and Merger Sub II. The process will begin with Merger Sub I merging into Holdco, with Holdco continuing as the surviving corporation. Holdco shareholders will receive Pubco ordinary shares based on a Holdco Exchange Ratio, with the aggregate consideration totaling $80,000,000.

Following the Initial Merger, Merger Sub II will merge into ChampionsGate, with ChampionsGate continuing as the surviving corporation. Immediately prior to this step, ChampionsGate units will separate into one Class A ordinary share and one right. At the effective time of the SPAC Merger, existing ChampionsGate ordinary shares will be cancelled in exchange for Pubco Shares, and every eight outstanding ChampionsGate rights will convert into one Class A ordinary share.

Post-closing, Pubco will adopt an equity incentive plan covering a pool of not less than 15% of its fully diluted capitalization. The Pubco board of directors will initially consist of five members, with three designated by the Sponsor and two by Holdco. The closing of the transaction is subject to customary conditions, including shareholder approvals from both ChampionsGate and Futuremain, the expiration of Hart-Scott-Rodino waiting periods, and the absence of a material adverse effect.

The agreement may be terminated under specific circumstances, including mutual written consent, uncured breaches, failure to close by December 31, 2027, or the failure of required shareholder approvals. ChampionsGate and Pubco intend to file a registration statement on Form F-4 with the SEC to facilitate the transaction.