ChampionsGate Acquisition Corp Sample Contracts
CHAMPIONSGATE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks • New York
CHAMPIONSGATE ACQUISITION CORPORATION, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 27, 2025, by and among ChampionsGate Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of May 27, 2025 (“Agreement”), by and between ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 27, 2025 by and between ChampionsGate Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2024 • ChampionsGate Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2024, by and between ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
CHAMPIONSGATE ACQUISITION CORPORATION PO Box 309, Ugland House Grand Cayman KY1-1104, Cayman IslandsSecurities Purchase Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber) ” have made to purchase 2,156,250 Class B ordinary shares (the “Shares”), par value US$0.0001 per share (the “Class B Ordinary Shares”, together with Class A ordinary shares, par value US$0.0001 of the Company, the “Ordinary Shares”) in ourselves, ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), among which, up to 281,250 Shares are subject to forfeiture by you if the underwriter of the initial public offering (the “IPO”) of the Company does not fully exercise their over-allotment options (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
RIGHTS AGREEMENTRights Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 27, 2025 between ChampionsGate Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability company, as rights agent (the “Rights Agent”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR HOLDCOPrivate Unit Subscription Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks
ChampionsGate Acquisition Corporation Monterey, CA 93940 Clear Street LLC New York, NY 10007Underwriting Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ChampionsGate Acquisition Corporation, a Cayman Islands company (the “Company”), and Clear Street LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”, together with the Class B ordinary share of the Company, par value $0.0001 per shares (the “Class B Ordinary Shares”), collectively, the “Ordinary Shares”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • May 30th, 2025 • ChampionsGate Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of May 27, 2025 (this “Transfer Agreement”), by and among ST Sponsor Investment LLC, a Cayman Islands limited liability company (the “Seller”), ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of May 15, 2024 (this “Transfer”), by and among ST Sponsor Limited, a Cayman Islands limited liability company (the “Seller”), ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2025 • ChampionsGate Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of October 17, 2025 (“Agreement”), by and between ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).