ChampionsGate to Merge With Futuremain in $80 Million Stock Deal

ChampionsGate Acquisition signed a Business Combination Agreement with Futuremain to create a Cayman Islands holding structure and list Pubco shares. The all-stock transaction provides $80 million of consideration to Holdco shareholders in Pubco shares valued at $10.00 each, via a two-step merger in which Holdco and then ChampionsGate become subsidiaries of Pubco. ChampionsGate shareholders will receive Pubco shares, with every eight rights converting into one Class A share prior to exchange, and no fractional shares issued. Related arrangements include a lock-up for certain Pubco holders and a registration rights agreement, alongside a planned 15% equity incentive pool, all subject to customary approvals and Nasdaq listing conditions.

Agreement 1: ChampionsGate to Merge With Futuremain in $80 Million Stock Deal

• Agreement type: Agreement and Plan of Merger and Business Combination Agreement
• Counterparty: Futuremain
• Signed / Effective: Sep 11 2026 / Sep 11 2026
• Duration / Termination: Until closing or termination
• Reason: Take Futuremain public via SPAC business combination

Agreement 2: ChampionsGate Sets Lock-Up for Certain Pubco Shareholders at Closing

• Agreement type: Lock-Up Agreement
• Counterparty: Certain Pubco shareholders
• Reason: Promote orderly market following the combination

Agreement 3: ChampionsGate to Enter Registration Rights Agreement for Pubco Holders

• Agreement type: Registration Rights Agreement
• Counterparty: Certain Pubco shareholders
• Reason: Facilitate resale of Pubco shares post-closing

Original SEC Filing: ChampionsGate Acquisition Corp [ CHPG ] - 8-K - Sep. 18, 2026