{"url_path":"/sec/chpg/8-k/2026-09-11/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/2024460/0001213900-26-099015-index.html","accession_number":"0001213900-26-099015","cik":"0002024460","ticker":"CHPG","issuer_name":"ChampionsGate Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024460/0001213900-26-099015-index.html","primary_entity_key":"0002024460","primary_entity_name":"ChampionsGate Acquisition Corp"},"word_count":1344,"has_tables":true,"body_markdown":"**Item\n7.01. Regulation FD Disclosure.**\n\n \n\nOn\nSeptember 11, 2026, ChampionsGate Acquisition Corp, a publicly traded special purpose acquisition company (“**ChampionsGate**”),\nand Futuremain Co., Ltd., a Korean global engineering and information technology company specializing in machinery safety diagnostics\n(“**Futuremain**”), announced that they had entered into an Agreement and Plan of Merger and Business Combination Agreement\n(the “**BCA**”), together with such other persons as are contemplated to become parties to the BCA, including the entities\nto be formed in connection with the transactions contemplated thereby as “Pubco,” “Holdco,” “Merger Sub\nI” and “Merger Sub II.” The transactions contemplated by the BCA are expected to result in Futuremain becoming an indirect\nwholly owned subsidiary of Pubco and Pubco becoming a publicly listed company whose ordinary shares are expected to be listed on the\nNasdaq Stock Market LLC.\n\n \n\nA\ncopy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The\ninformation set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18\nof the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”), or otherwise subject to the liabilities of\nthat section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended\n(the “**Securities Act**”), or the Exchange Act, except as expressly set forth by specific reference in such filing.\n\n** **\n\n**Additional\nInformation About the Proposed Transaction and Where to Find It**\n\n \n\nThe\nproposed transaction will be submitted to the shareholders of ChampionsGate for their consideration. In connection with the proposed\ntransaction, ChampionsGate intends to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy\nstatement (the “Proxy Statement”) and a registration statement on Form F-4 (the “Registration Statement”). The Proxy\nStatement will be distributed to ChampionsGate shareholders in connection with ChampionsGate’s solicitation of proxies for the\nvote by its shareholders on the proposed transaction and other matters described in the Proxy Statement, and the Registration Statement\nwill include the Proxy Statement and a prospectus relating to the securities to be issued in connection with the proposed transaction.\nAfter the Registration Statement has been filed and declared effective, the definitive Proxy Statement/prospectus and other relevant\ndocuments will be mailed to ChampionsGate shareholders as of the record date established for voting on the proposed transaction. Before\nmaking any voting or investment decision, ChampionsGate shareholders and other interested persons are advised to read, once available,\nthe definitive Proxy Statement/prospectus, as well as other documents filed with the SEC by ChampionsGate and Pubco in connection with\nthe proposed transaction, because these documents will contain important information about ChampionsGate, Futuremain, Pubco and the proposed\ntransaction. Shareholders may obtain copies of the definitive Proxy Statement/prospectus, once available, and other documents filed with\nthe SEC, without charge, at the SEC’s website at www.sec.gov.\n\n \n\n**Participants\nin Solicitation**\n\n \n\nChampionsGate,\nFuturemain and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from\nChampionsGate’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC\nrules, be deemed participants in the solicitation of ChampionsGate’s shareholders in connection with the proposed transaction will\nbe set forth in the Proxy Statement/prospectus included in the Registration Statement. Additional information regarding the participants\nin the proxy solicitation and a description of their direct and indirect interests will be included in the Proxy Statement/prospectus\nwhen it becomes available. Shareholders, potential investors and other interested persons should read the Proxy Statement/prospectus\ncarefully when it becomes available before making any voting or investment decisions. Free copies of these documents may be obtained\nfrom the sources indicated above.\n\n \n\n1\n\n \n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\ncommunication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed\ntransaction among ChampionsGate, Futuremain, Pubco, the holding company and merger subsidiaries to be formed in connection with the transaction,\nand the other parties thereto. Forward-looking statements include statements concerning the parties’ expectations, hopes, beliefs,\nintentions or strategies regarding the future, including statements regarding the anticipated benefits of the transaction, the expected\ntiming and completion of the transaction, the listing of Pubco’s securities, the composition of Pubco’s board of directors\nand management, Futuremain’s business and operations, and the parties’ ability to obtain required approvals and satisfy closing\nconditions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”\n“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”\n“plan,” “may,” “should,” “will,” “would,” “will be,” “will\ncontinue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and\nother statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.\nMany factors could cause actual future events to differ materially from the forward-looking statements in this communication, including:\n(a) the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; (b) the outcome of\nany legal proceedings that may be instituted against the parties following announcement of the transaction; (c) the inability to complete\nthe transaction due to failure to obtain the approval of ChampionsGate shareholders or Futuremain shareholders or to satisfy other closing\nconditions, including required governmental and regulatory approvals; (d) changes to the proposed structure of the transaction that may\nbe required or appropriate as a result of applicable laws or regulations, tax considerations or as a condition to obtaining regulatory\napproval; (e) the ability to meet applicable Nasdaq listing standards following consummation of the transaction; (f) the risk that announcement\nor consummation of the transaction disrupts current plans and operations; (g) the effect of the announcement or pendency of the transaction\non the parties’ business relationships, operating results and businesses generally; (h) the ability to recognize the anticipated\nbenefits of the transaction; (i) costs related to the transaction; (j) changes in applicable laws or regulations, including legal, regulatory,\ntax and accounting developments; (k) the possibility that the parties may be adversely affected by other economic, business or competitive\nfactors; and (l) other risks and uncertainties indicated from time to time in ChampionsGate’s filings with the SEC.\n\n \n\nCopies\nof ChampionsGate’s filings are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive.\nReaders should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by ChampionsGate,\nand following the closing, Pubco, from time to time with the SEC. These filings identify and address other important risks and uncertainties\nthat could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking\nstatements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements.\nThe parties assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,\nfuture events or otherwise, except as required by law. No party gives any assurance that any party will achieve its expectations.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\ncommunication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote\nor approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful\nprior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances\nis to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or\nany other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of\nthe Securities Act of 1933, as amended, or an applicable exemption therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN\nAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OR THE\nACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE."}