ChampionsGate Acquisition Corporation

Item 1.01. Entry into a Material Definitive Agreement. Business Combination Agreement On September 11, 2026, ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company” or “ChampionsGate”), entered into an Agreement and Plan of Merger and Business Combination Agreement (the “Business Combination Agreement”) with Futuremain Co., Ltd., a Korean company (“Futuremain”), and such other persons as are contemplated to later join the Business Combination Agreement as “Pubco,” “Holdco,” “Merger Sub I” and “Merger Sub II.” ChampionsGate, Futuremain, Pubco, Holdco, Merger Sub I and Merger Sub II are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Business Combination Agreement. The Business Combination Prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), Futuremain will cause Holdco to be incorporated under the laws of the Cayman Islands and will implement a restructuring pursuant to which Futuremain will become an indirect wholly owned subsidiary of Holdco. ChampionsGate will cause Pubco, Merger Sub I and Merger Sub II to be incorporated under the laws of the Cayman Islands, and each such entity and Holdco will join the Business Combination Agreement. At the Closing, Merger Sub I will merge with and into Holdco, with Holdco continuing as the surviving corporation and a wholly owned subsidiary of Pubco (the “Initial Merger”). In the Initial Merger, each issued and outstanding Holdco share, other than treasury shares and dissenting shares, will be cancelled in exchange for the right to receive newly issued ordinary shares of Pubco (the “Pubco Shares”) based on the Holdco Exchange Ratio. The aggregate consideration payable to the Holdco shareholders at the Closing is $80,000,000, payable in Pubco Shares having a deemed value of $10.00 per share (the “Closing Consideration”). Following the Initial Merger, Merger Sub II will merge with and into ChampionsGate, with ChampionsGate continuing as the surviving corporation and a wholly owned subsidiary of Pubco (the “SPAC Merger” and, together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Immediately prior to the SPAC Merger, each outstanding ChampionsGate unit will separate into one Class A ordinary share and one right. At the effective time of the SPAC Merger, (i) each outstanding ChampionsGate ordinary share, including each ordinary share issued upon conversion of the rights as described below, will be cancelled in exchange for one Pubco Share and (ii) every eight outstanding ChampionsGate rights will automatically convert into one ChampionsGate Class A ordinary share. No fractional Pubco Shares will be issued, and any fractional share otherwise issuable will be rounded down to the nearest whole share. Equity Incentive Plan Prior to the Closing, Pubco will adopt an equity incentive plan reflecting a pool of not less than 15% of the fully diluted capitalization of Pubco immediately following the Closing. Awards under the plan are contemplated to be granted following the Closing to eligible members of Futuremain’s management and staff, subject to the terms of the plan and applicable vesting terms. Board of Directors and Officers of Pubco Unless otherwise agreed by the Parties in writing, immediately following the Closing, the board of directors of Pubco will consist of five directors, three of whom will be designated by the Sponsor and reasonably acceptable to Holdco, and the remaining directors will be designated by Holdco. The officers of Holdco at the Closing will serve as the officers of Pubco following the Closing until their successors are duly elected or appointed and qualified or their earlier death, resignation or removal. Conditions to Closing The obligations of the Parties to consummate the Business Combination are subject to customary closing conditions, including, among others: (i) the absence of any applicable law or order prohibiting the Closing and the absence of any third-party action enjoining or otherwise restricting the Closing; (ii) receipt of all required governmental consents, approvals and filings; (iii) approval of the applicable transaction proposals by ChampionsGate’s shareholders; (iv) receipt of Futuremain shareholder approval; (v) completion of any required filings and expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other applicable antitrust laws; (vi) the continued accuracy of the Parties’ respective representations and warranties, subject to the standards set forth in the Business Combination Agreement; (vii) performance in all material respects of the Parties’ respective covenants; (viii) the absence of a Material Adverse Effect with respect to Futuremain or the Pubco Parties, as applicable; (ix) completion of the restructuring; (x) continued Nasdaq listing of ChampionsGate and approval by Nasdaq of the additional listing application for the Merger Consideration Shares; and (xi) adoption of the equity incentive plan. Covenants The Business Combination Agreement contains customary covenants of the Parties, including covenants relating to: (i) the conduct of their respective businesses in the ordinary course pending the Closing; (ii) access to information and notice of specified events; (iii) preparation and filing of a proxy statement and a registration statement on Form F-4 and cooperation in responding to comments of the U.S. Securities and Exchange Commission (the “SEC”); (iv) delivery of required financial statements and other information; (v) use of reasonable best efforts to consummate the Business Combination and obtain required consents; (vi) restrictions on soliciting or participating in discussions concerning alternative transactions, subject to the terms of the Business Combination Agreement; (vii) preservation of directors’ and officers’ indemnification rights and maintenance of tail insurance; and (viii) efforts to maximize the funds remaining in ChampionsGate’s trust account and, if appropriate, obtain additional financing. Representations and Warranties The Business Combination Agreement contains customary representations and warranties of Futuremain and Holdco relating to, among other matters, organization and authority; capitalization and subsidiaries; financial statements; absence of certain changes and undisclosed liabilities; properties and assets; litigation; material contracts; licenses and permits; compliance with laws; intellectual property, privacy and data security; customers and suppliers; employee and benefit matters; taxes; environmental matters; international trade and anti-bribery compliance; affiliate transactions; and brokers’ and finders’ fees. The Business Combination Agreement also contains customary representations and warranties of ChampionsGate and the other Pubco Parties relating to, among other matters, organization and authority; governmental approvals and non-contravention; capitalization and issuance of shares; SEC filings and financial statements; the trust account; Nasdaq listing and reporting-company status; litigation; compliance with laws, anti-money laundering requirements and sanctions laws; tax matters; Investment Company Act status; and brokers’ and finders’ fees. Termination The Business Combination Agreement may be terminated before the Closing under certain circumstances, including: (i) by mutual written consent of Futuremain and ChampionsGate; (ii) by either Futuremain or ChampionsGate following an uncured breach by the other party that causes the applicable closing conditions not to be satisfied, subject to the cure periods and other limitations set forth in the Business Combination Agreement; (iii) by Futuremain if the Parties are unable to agree on an alternative structure or other mutually acceptable arrangements following a determination that Futuremain’s shareholders may not qualify for the intended tax deferral treatment; (iv) by either Futuremain or ChampionsGate if the Business Combination has not been consummated on or before December 31, 2027, subject to extension by written agreement and specified limitations; (v) by either Futuremain or ChampionsGate if a final, non-appealable order prohibiting the Business Combination is in effect; or (vi) if the applicable transaction proposals fail to receive the required approval of ChampionsGate’s shareholders. The foregoing description of the Business Combination Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. Certain Related Agreements Lock-Up Agreement At the Closing, certain Pubco shareholders will enter into a lock-up agreement relating to their Pubco Shares, substantially in the form attached to the Business Combination Agreement as Exhibit A, subject to the terms and exceptions set forth therein. Registration Rights Agreement At the Closing, certain Pubco shareholders will enter into a registration rights agreement governing the resale of their Pubco Shares, in a form reasonably acceptable to the parties thereto. Additional Information About the Proposed Transaction and Where to Find It The proposed Business Combination will be submitted to the shareholders of ChampionsGate for their consideration. In connection with the proposed Business Combination, ChampionsGate and Pubco intend to prepare and file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include a proxy statement of ChampionsGate and a prospectus of Pubco (the “Proxy Statement/Prospectus”). After the Registration Statement has been filed and declared effective, the definitive Proxy Statement/Prospectus and other relevant documents will be mailed to ChampionsGate shareholders as of the record date established for voting on the proposed Business Combination. Before making any voting or investment decision, ChampionsGate shareholders and other interested persons are advised to read, when available, the Registration Statement, the definitive Proxy Statement/Prospectus and other documents filed with the SEC in connection with the proposed Business Combination because these documents will contain important information about ChampionsGate, Futuremain, Pubco and the proposed Business Combination. Investors and security holders may obtain free copies of these documents, when available, through the website maintained by the SEC at www.sec.gov. Participants in Solicitation ChampionsGate, Futuremain, Pubco and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ChampionsGate’s shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation, and a description of their direct and indirect interests, will be set forth in the Proxy Statement/Prospectus when it becomes available. Information regarding ChampionsGate’s directors and executive officers is contained in ChampionsGate’s filings with the SEC. Shareholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decision.