Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
ChampionsGate Acquisition Corporation (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G2124S108 (CUSIP Number) |
Sunny Kah Wei Tan ST Sponsor Investment LLC Manager, 419 Webster Street Monterey, CA, 93940 (831)-204-7337 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G2124S108 |
| 1 |
Name of reporting person
ST Sponsor Investment LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,180,161.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Including (i) 1,150,161 Class B Ordinary Shares of the Issuer, par value $0.0001 (the "Class B Ordinary Shares") and 800,000 Class A Ordinary Shares of the Issuer, par value $0.0001 (the "Class A Ordinary Shares," together with the Class B Ordinary Shares, the "Ordinary Shares) acquired by ST Sponsor Investment LLC (the "Sponsor HoldCo") prior to the IPO of the Issuer, including up to 283,064 Class B Ordinary Shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part, and (ii) up to 230,000 Class A Ordinary Shares underlying the private units ("Private Units") acquired by the Sponsor HoldCo in a private placement simultaneously with the consummation of the IPO. Each Private Unit consists of one ordinary share and one right. Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on one-for-one basis upon the consummation of an initial business combination (2) The Sponsor HoldCo is the record holder of the shares reported herein. ST Sponsor Limited (the "Sponsor") is the only member of the Sponsor HoldCo. The Sponsor is controlled by Mr. Sunny Tan Kah Wei, who is the sole director and shareholder of the sponsor. Mr. Tan also exercises management and control over the Sponsor HoldCo as its manager. As such, Mr. Tan is deemed to hold voting and dispositive control over the securities held directly by the Sponsor HoldCo.
SCHEDULE 13D
|
| CUSIP No. | G2124S108 |
| 1 |
Name of reporting person
ST Sponsor Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,180,161.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(3) The Sponsor is the only member of the Sponsor HoldCo, which is the record holder of the shares reported herein.
SCHEDULE 13D
|
| CUSIP No. | G2124S108 |
| 1 |
Name of reporting person
Sunny Tan Kah Wei | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,180,161.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(4) Mr. Sunny Tan Kah Wei is the sole director and sole shareholder of the Sponsor. The Sponsor is the only member of the Sponsor HoldCo, which is the record holder of the shares reported herein. As such, Mr. Tan is deemed to hold voting and dispositive control over the securities held directly by the Sponsor HoldCo.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
ChampionsGate Acquisition Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
419 Webster Street, Monterey,
CALIFORNIA
, 93940. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by ST Sponsor Investment LLC, a Cayman Islands limited liability company (the "Sponsor HoldCo"), ST Sponsor Limited, a Cayman Islands exempt company (the "Sponsor"), and Mr. Sunny Tan Kah Wei ("Mr. Tan", together with the Sponsor HoldCo and the Sponsor, the "Reporting Persons"). The Reporting Persons are the holders of record of approximately 21.8% of the Issuer's outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of May 29, 2025. |
| (b) | The principal business address of the Reporting Persons is c/o ChampionsGate Acquisition Corporation, 419 Webster Street, Monterey, CA 93940. |
| (c) | The Sponsor, through Sponsor HoldCo, is the sponsor of the Issuer's initial public offering and primarily involved in investment. Mr. Tan is the sole director and sole shareholder of the Sponsor. |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (f) | The Sponsor HoldCo is a Cayman Islands limited liability company. The Sponsor is a Cayman Islands exempt company. Mr. Tan is a Malaysian citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
On April 18, 2024, the Sponsor acquired 2,156,250 Class B Ordinary Shares for an aggregate purchase price of $25,000. On June 27, 2024, the Sponsor acquired 4,521,469 Class B Ordinary Shares for an aggregate purchase price of $452.12. On May 15, 2024, the Sponsor transferred160,000 Class B Ordinary Shares to certain directors of the Issuer at its original purchase price pursuant to a securities transfer agreement among the Sponsor, the Issuer and certain directors of the Issuer. On February 25, 2025, the Sponsor transferred all the Class B Ordinary Shares it held to the Sponsor HoldCo as capital contribution, in exchange for the issuance of 100 membership interests to the Sponsor and for the admission of the Sponsor as the sole member of the Sponsor HoldCo. On April 30, 2025, the Sponsor HoldCo agreed to surrender 4,507,258 Class B Ordinary Shares it held, as a result of which the Sponsor HoldCo owned 2,010,161 Class B Ordinary Shares prior to the initial public offering of the Issuer. On May 21, 2025, the Sponsor HoldCo converted 800,000 Class B Ordinary Shares into 800,000 Class A Ordinary Shares. On May 29, 2025, in connection with the initial public offering of the Issuer, the Sponsor Hold Co transferred 60,000 Class B Ordinary Shares to certain directors of the Issuer pursuant to a securities transfer agreement among the Sponsor, the Issuer and certain directors of the Issuer. On May 29, 2025, simultaneously with the initial public offering of the Issuer, the Sponsor acquired 230,000 units at $10.00 per unit, each unit consisting of one Class A Ordinary Share and one right. Each right entitles the holder to acquire one-eighth of one Class A Ordinary Share at the completion of an initial business combination of the Issuer. Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulates other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.<
/div> | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Persons is based upon a total of 9,987,286 Ordinary Shares outstanding as of May [29], 2025. The Reporting Persons beneficially own 2,180,161 Ordinary Shares, representing approximately 21.8% issued and outstanding Ordinary Shares. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 2,180,161 Ordinary Shares, representing approximately 21.8% issued and outstanding Ordinary Shares. |
| (c) | Other than the disposition of the shares as reported in this Schedule 13D, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
7.1 Joint Filing Agreement, dated June 4, 2025. 10.1 Subscription Agreement by and among the Issuer and the Sponsor, dated as of April 18, 2024 https://www.sec.gov/Archives/edgar/data/2024460/000121390024106866/ea020807904ex10-5_champions.htm 10.3 Securities Transfer Agreement by and among the Registrant, the Sponsor, the CEO and the CFO, dated as of May 15, 2024. https://www.sec.gov/Archives/edgar/data/2024460/000121390024106866/ea020807904ex10-9_champions.htm 10.4 Membership Interest Subscription Agreement by and between the Sponsor and Sponsor HoldCo, dated as of February 25, 2025 10.5 Subscription Agreement for the Private Units by and between the Issuer and the Sponsor HoldCo, dated as of May 27, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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