SecProbe.io

CORRESP
 1
 filename1.htm

 May 13, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt

 Re:
 ChampionsGate Acquisition Corporation

 Registration Statement on Form S-1, as amended

 File No. 333-283689 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request
of ChampionsGate Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to
permit it to become effective at 4:00 p.m., Eastern Time, on May 14, 2025, or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Robinson & Cole LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General
Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there
will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as
many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * * [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC,

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 [ Signature Page to Underwriters' Acceleration
Request Letter ]

CORRESP
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 CHAMPIONSGATE ACQUISITION CORPORATION

 May 13, 2025

 Via Edgar

 Benjamin Holt

 Division of Corporation Finance

 Office of Real Estate and Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 ChampionsGate Acquisition Corporation

 Registration Statement on Form S-1, as amended (File No. 333-283689)

 Request for Acceleration of Effectiveness

 Dear Mr. Holt:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, ChampionsGate Acquisition Corporation hereby requests
that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration
Statement becomes effective at 4:00 p.m., Eastern Time, on May 14, 2025, or as soon thereafter as practicable.

 Very truly yours,

 By:
 /s/ Bala Padmakumar

 Bala Padmakumar

 Chief Executive Officer

 CC:
 Ze'-ev D. Eiger, Esq.

 Robinson & Cole LLP

CORRESP
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 ChampionsGate Acquisition Corporation

 May 12, 2025

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 ChampionsGate Acquisition Corporation

 Amendment No. 3 to Registration Statement on Form S-1

 Filed May 6, 2025

 File No. 333-283689

 Dear SEC Officers:

 We hereby provide a response to the comments issued
in a letter dated May 8, 2025 (the "Letter") regarding the Company's Amendment No. 3 to the Registration Statement on
Form S-1 (the "Registration Statement"). Contemporaneously, we are filing the revised Amendment No. 4 to the Registration
Statement on Form S-1 via Edgar (the "Amended S-1").

 In order to facilitate the review by the Commission's
staff (the "Staff") of the Amended S-1, we have responded to the comments set forth in the Staff's Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's
Letter.

 Amendment No. 3 to Registration Statement on Form S-1 filed May
6, 2025

 Cover Page

 1.
 To the extent you have any plans to issue founder shares or Sponsor HoldCo membership interests to third parties, including any non-managing HoldCo investors, please revise your disclosures where appropriate to briefly describe such plans. In this regard, we note that your cover page disclosure appears to suggest you may issue founder shares to non-managing HoldCo investors. We also note references elsewhere to indirect ownership of founder shares by non-managing HoldCo investors. See Item 1602(b)(5) of Regulation S-K.

 Response : In response to the Staff's comment,
we respectfully advise the Staff that the Company no longer seeks to pursue an initial public offering with any anchor investors who would
participate as non-managing HoldCo investors. Moving forward, there is no intent to issue founder shares or Sponsor HoldCo membership
interests to any non-managing HoldCo investors. Any references in the Registration Statement to the issuance of founder shares or Sponsor
HoldCo membership interests to non-managing HoldCo investors were incorrect. Therefore, we have removed any such references throughout
the Amended S-1, including on the cover page and pages 1, 110 and 132.

 Use of Proceeds, page 78

 2.
 We note your revised use of proceeds disclosure and the removal of the following items from the use of the net proceeds not held in the trust account:

 ●
 Legal, accounting, due diligence, travel, and other expenses in connection with any business combination;

 ●
 Legal and accounting fees related to regulatory reporting obligations; and

 ●
 Nasdaq continued listing fees.

 Please reinstate this disclosure, as applicable, or advise us why the company will not have to incur these expenses.

 Response : In response to the Staff's comment,
we respectfully advise the Staff that on May 11, 2025, the offer letters to the CEO and CFO of the Company were amended to restructure
the compensation arrangements under such offer letters, with the amendments filed as part of Exhibits 10.7 and 10.8 to the Amended S-1.
We have also updated the relevant offer letter disclosure in the Amended S-1 on the cover page and pages 9, 24, 79, 102, and 124-126.
In addition, with the reduced management compensation, we have restored and revised the use of proceed table for the working capital allocations,
as provided on pages 78-79 of the Amended S-1.

 We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Ze'-ev D. Eiger, Esq., of Robinson &
Cole LLP, at (212) 451-2907.

 Very truly yours,

 By:
 /s/ Bala Padmakumar

 Bala Padmakumar

 cc:
 Ze'-ev D. Eiger, Esq. Arila E. Zhou, Esq.

 Robinson & Cole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Bala Padmakumar
Chief Executive Officer and Chairman
ChampionsGate Acquisition Corporation
419 Webster Street
Monterey, CA 93940

 Re: ChampionsGate Acquisition Corporation
 Amendment No. 3 to Registration Statement on Form S-1
 Filed May 6, 2025
 File No. 333-283689
Dear Bala Padmakumar:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 3 to Registration Statement on Form S-1 filed May 6, 2025
Cover Page

1. To the extent you have any plans to issue founder shares or Sponsor
HoldCo
 membership interests to third parties, including any non-managing HoldCo
investors,
 please revise your disclosures where appropriate to briefly describe
such plans. In this
 regard, we note that your cover page disclosure appears to suggest you
may issue
 founder shares to non-managing HoldCo investors. We also note references
elsewhere
 to indirect ownership of founder shares by non-managing HoldCo
investors. See Item
 1602(b)(5) of Regulation S-K.
Use of Proceeds, page 78

2. We note your revised use of proceeds disclosure and the removal of the
following
 items from the use of the net proceeds not held in the trust account:
 May 8, 2025
Page 2

 Legal, accounting, due diligence, travel, and other expenses in
connection with
 any business combination;
 Legal and accounting fees related to regulatory reporting
obligations; and
 Nasdaq continued listing fees.
 Please reinstate this disclosure, as applicable, or advise us why the
company will not
 have to incur these expenses.
 Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Arila E. Zhou, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 ChampionsGate Acquisition Corporation

 May 5, 2025

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 ChampionsGate Acquisition Corporation

 Amendment No. 2 to Registration Statement on Form S-1

 Filed March 27, 2025

 File No. 333-283689

 Dear SEC Officers:

 We hereby provide a response to the comments issued
in a letter dated April 4, 2025 (the "Letter") regarding the Company's Registration Statement on Form S-1 (the "Registration
Statement"). Contemporaneously, we are filing the revised Amendment No. 3 to the Registration Statement on Form S-1 via Edgar (the
"Amended S-1").

 In order to facilitate the review by the Commission's
staff (the "Staff") of the Amended S-1, we have responded to the comments set forth in the Staff's Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's
Letter.

 Amendment No. 2 to Registration Statement on Form S-1 filed March
27, 2025

 Description of Securities

 Ordinary Shares, page 141

 1.
 We refer to your statement on page 143 that if you seek shareholder approval of your initial business combination, you will complete your initial business combination only if you obtain the approval of a special resolution under Cayman Islands law, which requires an affirmative vote of not less than two-thirds of the voting rights held by shareholders. Please reconcile this disclosure with that on page 27 that if you seek shareholder approval of the initial business combination, only a majority of the issued and outstanding shares must be voted in favor. Please ensure that your disclosure regarding the number and percentage of public shares needed to be voted in favor of a transaction, (i) assuming only a quorum is present and voted, or (ii) assuming all issued and outstanding shares are present and voted, properly reflects the reconciled disclosure.

 Response : In response to the Staff's Comment,
we confirm that in the case that we seek shareholder approval of the initial business combination, it will require an ordinary resolutions,
which under Cayman Islands law and the second amended and restated memorandum and articles of associations of the Company, require a majority
of the issued and outstanding shares who vote in person or by proxy. We have therefore clarified the disclosure on pages 141 and 143 of
the Amended S-1. In addition, we have also refiled the form of the second amended and restated memorandum and articles of association
as Exhibit 3.3, which are consistent with the disclosure in the Amended S-1.

 Notes to Financial Statements, page F-7

 2.
 Please tell us how you have complied with the reportable segment disclosure requirements pursuant to ASU 2023-07 and advise or revise accordingly.

 Response : In response to the Staff's Comment,
we have revised the disclosure on page F-11 of the Amended S-1.

 Exhibits

 3.
 Please have counsel revise the legal opinion filed as Exhibit 5.1 to cover the Class A ordinary shares that may be issued upon conversion of the rights and to cover the representative shares.

 Response : In response to the Staff's Comment,
we confirm that the opinion previously filed already covers the Class A ordinary shares that may be issued upon conversion of the rights.
However, we have further refined the defined terms and refiled the opinion to further clarify the securities covered by the opinion, along
with the representative shares.

 We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

 Very truly yours,

 By:
 /s/ Bala Padmakumar

 Bala Padmakumar

 cc:
 Arila E. Zhou, Esq.

 Robinson & Cole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Bala Padmakumar
Chief Executive Officer and Chairman
ChampionsGate Acquisition Corporation
419 Webster Street
Monterey, CA 93940

 Re: ChampionsGate Acquisition Corporation
 Amendment No. 2 to Registration Statement on Form S-1
 Filed March 27, 2025
 File No. 333-283689
Dear Bala Padmakumar:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1 filed March 27, 2025
Description of Securities
Ordinary Shares, page 141

1. We refer to your statement on page 143 that if you seek shareholder
approval of your
 initial business combination, you will complete your initial business
combination only
 if you obtain the approval of a special resolution under Cayman Islands
law, which
 requires an affirmative vote of not less than two-thirds of the voting
rights held by
 shareholders. Please reconcile this disclosure with that on page 27 that
if you seek
 shareholder approval of the initial business combination, only a
majority of the issued
 and outstanding shares must be voted in favor. Please ensure that your
disclosure
 regarding the number and percentage of public shares needed to be voted
in favor of a
 April 4, 2025
Page 2

 transaction, (i) assuming only a quorum is present and voted, or (ii)
assuming
 allissued and outstanding shares are present and voted, properly
reflects the reconciled
 disclosure.
Notes to Financial Statements, page F-7

2. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07 and advise or revise accordingly.
Exhibits

3. Please have counsel revise the legal opinion filed as Exhibit 5.1 to
cover the Class A
 ordinary shares that may be issued upon conversion of the rights and to
cover the
 representative shares.
 Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Arila E. Zhou, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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ChampionsGate Acquisition Corporation

December 30, 2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    ChampionsGate Acquisition Corporation

Registration Statement on Form S-1

Filed December 9, 2024

File No. 333-283689

Dear SEC Officers:

We hereby provide a response to the comments issued
in a letter dated December 20, 2024 (the “Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are filing the revised Amendment No. 1 to the Registration Statement on Form S-1 via Edgar (the
“Amended S-1”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the Staff’s Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

Registration Statement on Form S-1 filed December 9, 2024

Conflicts of Interest, page 33

    1.
    We note your response to prior comment 5 and reissue. Please further revise to describe conflicts of interest that may arise in the event that you seek to complete your initial business combination with a company that is affiliated with your officers, directors, insiders, or their affiliates, as referenced on page 13. See Item 1602(b)(7) of Regulation S-K.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 34 and 127 of the Amended S-1.

Risk Factors

Before a prospective target business is identified or the initial
business combination is consummated, our Sponsor Holdco, sponsor . . ., page 43

    2.

    We note your response to prior comment 8. Please expand your risk
    factor disclosure

    to address the consequences of such change or divestment to the
    company's ability to consummate an initial business combination, including that any replacement sponsor or management could have difficulty
    finding a target.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 44 of the Amended S-1.

December 30, 2024

Page 2

Principal Shareholders, page 131

    3.
    Please revise the narrative disclosure preceding the table to disclose the percentage of your public units that may be purchased by the non-managing HoldCo investors.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 131 of the Amended S-1.

Exhibits

    4.

    We refer to the investment management trust agreement filed as
    Exhibit 10.2. Please revise for consistency with the Nasdaq Listing Rules. More specifically, we note that the form trust account
    termination letter attached as Exhibit A states that "[o]n the Consummation Date (i) counsel for the Company shall deliver to
    you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with
    your transfer of funds . . . ." However, Nasdaq Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds from
    the initial public offering . . . must be deposited in a trust account maintained by an independent trustee . . . ." It is
    unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing
    standard.

Response: In response to the Staff’s Comment,
we have removed the relevant language and refiled the Exhibit 10.2 of the Amended S-1.

General

    5.
    Please revise, where appropriate, to describe the exclusive forum provision of each of your amended and restated memorandum and articles of association and your rights agreement, including to describe any risks or other impacts on investors and to address uncertainty about enforceability.

Response: In response to the Staff’s Comment,
we have added the relevant risk factors on pages 71-72 of the Amended S-1.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

    Very truly yours,

    By:
    /s/ Bala Padmakumar

    Bala Padmakumar

    cc:
    Arila E. Zhou, Esq.

    Robinson & Cole LLP

December 20, 2024
Bala Padmakumar
Chief Executive Officer and Chairman
ChampionsGate Acquisition Corporation
419 Webster Street
Monterey, CA 93940
Re:ChampionsGate Acquisition Corporation
Registration Statement on Form S-1
Filed December 9, 2024
File No. 333-283689
Dear Bala Padmakumar:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 8, 2024 letter.
Registration Statement on Form S-1 filed December 9, 2024
Conflicts of Interest, page 33
1.We note your response to prior comment 5 and reissue. Please further revise to
describe conflicts of interest that may arise in the event that you seek to complete your
initial business combination with a company that is affiliated with your officers,
directors, insiders, or their affiliates, as referenced on page 13. See Item 1602(b)(7) of
Regulation S-K.
Risk Factors
Before a prospective target business is identified or the initial business combination is
consummated, our Sponsor Holdco, sponsor . . ., page 43
We note your response to prior comment 8. Please expand your risk factor disclosure
to address the consequences of such change or divestment to the company's ability to 2.

December 20, 2024
Page 2
consummate an initial business combination, including that any replacement sponsor
or management could have difficulty finding a target.
Principal Shareholders, page 131
3.Please revise the narrative disclosure preceding the table to disclose the percentage
of your public units that may be purchased by the non-managing HoldCo investors.
Exhibits
4.We refer to the investment management trust agreement filed as Exhibit 10.2. Please
revise for consistency with the Nasdaq Listing Rules. More specifically, we note that
the form trust account termination letter attached as Exhibit A states that "[o]n the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated, or will be
consummated substantially, concurrently with your transfer of funds . . . ." However,
Nasdaq Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds from the
initial public offering . . . must be deposited in a trust account maintained by an
independent trustee . . . ." It is unclear how the release of funds earlier than the
consummation of the initial business combination would comport with this listing
standard.
General
5.Please revise, where appropriate, to describe the exclusive forum provision of each of
your amended and restated memorandum and articles of association and your rights
agreement, including to describe any risks or other impacts on investors and to
address uncertainty about enforceability.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila E. Zhou, Esq.

CORRESP
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ChampionsGate Acquisition Corporation

December 9, 2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: ChampionsGate Acquisition Corporation

Amendment No. 1 to Draft Registration Statement on Form
S-1

Submitted September 16, 2024

CIK No. 0002024460

Dear SEC Officers:

We hereby provide a response to the comments issued
in a letter dated October 8, 2024 Letter”) regarding the Company’s Draft Registration Statement on Form S-1 (the “Draft
Registration Statement”). Contemporaneously, we are filing the revised Registration Statement on Form S-1 publicly via Edgar (the
“Amended S-1”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the Staff’s Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
September 16, 2024

Cover Page

 1. We note your response to prior comment 3. However, we continue to note disclosure on pages 8, 91, and 111 that “[o]ther than
the foregoing, the sponsor does have any agreement, arrangement, or understanding with the Company regarding any . . . reimbursement .
. . in relation to our initial business combination,” which appears to be inconsistent with your disclosures elsewhere regarding
payments to insiders, including the reimbursement of out-of-pocket expenses. Please revise or advise as appropriate.

Response: In response to the Staff’s Comment,
we have revised the disclosure on Cover Page and pages 8-9, 120-121 of the Amended S-1.

    December 9, 2024

Page 2

Summary

Our Sponsor, page 5

 2. We acknowledge your revisions in response to prior comment 8. Please clarify whether shareholders are required to vote in order to
redeem shares, or if shareholders who abstain from voting may also redeem their shares. In addition, we note a reference to only permitting
dissenting shareholders to redeem their shares on page 65 of your prospectus. Please reconcile or advise.

Response: In response to the Staff’s Comment,
we respectfully confirm that shareholders do not need to vote in favor, against, or abstain from voting, for any matters brought forth
in a general meeting of shareholders, including for the initial business combination or for any amendment to the memorandum and articles
of association of the Company. Accordingly, we have revised the disclosure on pages 6, 16, 20, 22, 28, 41, 97, 118 and 136 of the Amended
S-1.

 3. We note your response to prior comment 9. Please further revise to provide all of the information required by Item 1602(b)(6), including
the price paid or to be paid for securities issued, and, outside of the table, the extent to which compensation and securities issuance
may result in a material dilution of the purchasers’ equity interests.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 5-9, 96-100, and 117-121 of the Amended S-1.

The Offering, page 16

 4. We note your response to prior comment 11. However, we note disclosure on page 130 that appears to refer to anti-dilution rights of
the insider shares. Please revise or advise as appropriate.

Response: In response to the Staff’s Comment,
we respectfully confirm that the second amended and restated memorandum and articles of association to be adopted by the Company prior
to the offering will not give anti-dilution adjustment rights to the holders of the insider shares after the consummation of this
offering. Therefore, as provided throughout the Amended S-1, the holders of insider shares will only be able to convert their insider
shares into Class A ordinary shares of the Company on a one-for-one basis at the consummation of the Company’s initial business
combination. Consistent with such, we have removed the references on page 141 of the Amended S-1.

However, we also want to respectfully clarify that if we
increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption or redemption or other
appropriate mechanism, as applicable, with respect to our insider shares immediately prior to the consummation of this offering in such
amount so as to maintain the number of insider shares, on an as-converted basis, at approximately 22.5% of our issued and outstanding
ordinary shares upon the consummation of this offering (without given effect to the sale of the private units and assuming our
insiders do not purchase units in this offering). Consistent with term, we have revised the disclosure on the Cover Page and pages 8,
100, 121 of the Amended S-1.

    December 9, 2024

Page 3

Conflict of Interests, page 29

 5. We note your response to prior comment 13. Please further revise to describe conflicts of interest that may arise in the event that
you seek to complete your initial business combination with a company that is affiliated with your officers, directors, insiders, or their
affiliates, as referenced on page 11. See Item 1602(b)(7) of Regulation S-K.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 33-34 and 125-129 of the Amended S-1.

Dilution, page 77

 6. We note your response to prior comment 16 and revised disclosure that redemptions in connection with a business combination cannot
cause your net tangible assets to all below $5,000,001, thereby capping the maximum redemptions permitted. Please amend your tabular dilution
disclosure to provide quartile intervals based on percentages of such maximum redemption threshold and not based on absolute percentages
of shares issued in connection with your offering; refer to Item 602(a)(4) of Regulation S-K. In addition, update such amounts throughout
your prospectus accordingly.

Response: In response to the Staff’s Comment,
we have revised the disclosure on Cover Page and pages 15-16 and 85-86 of the Amended S-1.

 7. We have reviewed your response to prior comment 16 and your revised disclosure. Please address the following regarding, and revise
your dilution disclosure accordingly to fully comply with, Item 1602(c) of Regulation S-K.

 ● Address why you present “possible sources of dilution”
as the lead-in to your tabular presentation rather than providing effect to material probable or consummated transactions as prescribed
in Item 1602(a)(4) of Regulation S-K;

 ● Revise to present tabular disclosure in quartile intervals
based on percentages of the maximum redemption threshold to include the following as required in Item 1602(a)(4) of Regulation S-K:

 o the offering price; net tangible book value per share, as adjusted for material probable or consummated transactions (other than the
de-SPAC transaction itself); and the difference between the offering price and such net tangible book value per share, as adjusted;

    December 9, 2024

Page 4

 o the nature and amounts of each source of dilution used to determine net tangible book value per share, as adjusted;

 o the number of shares used to determine net tangible book value per share, as adjusted; and

 o any adjustments to the number of shares used to determine the per share component of net tangible book value per share, as adjusted.

 ● As required in Item 1602(c) of Regulation S-K, outside of
the table, describe each material potential source of future dilution following your registered offering, including sources not included
in the table with respect to the determination of net tangible book value per share, as adjusted. Additionally, provide a description
of the model, methods, assumptions, estimates, and parameters necessary to understand the tabular disclosure.

Response: In response to the Staff’s Comment,
we have:

 ● Revise page 84 of the Amended S-1 regarding the lead-in to your tabular presentation;

 ● Revised the tabular disclosure on pages 85-86 of the Amended S-1 based on information required in Item 1602(a)(4) of Regulation S-K;

 ● Revised the disclosure on pages 84 and 87 and throughout the “Dilution” section the Amended S-1 to describe material potential
source of future dilutions, as well as to provide additional context of the disclosure.

 General

 8. We note your response to prior comment 22, including that your sponsor is not expected to effect any direct transfer of its insider
shares prior to the offering and Mr. Tan is not expected to effect any indirect transfer of his insider shares by transferring any securities
of the sponsor prior to the offering. Please revise to add risk factor disclosure about risks that may arise from the sponsor having the
ability to remove itself as your sponsor before identifying a business combination, including through the unconditional ability to transfer
the founder shares or otherwise. Address the consequences of such removal to the company’s ability to consummate an initial business combination,
including that any replacement sponsor could have difficulty finding a target.

Response: In response to the Staff’s Comment,
we have added the disclosure on pages 43-44 of the Amended S-1 and revised the disclosure on pages 5, 7, 97, 98, 118, 119 of the Amended
S-1.

    December 9, 2024

Page 5

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

  Very truly yours,

  By:
  /s/ Bala Padmakumar

  Bala Padmakumar

  cc:
  Arila E. Zhou, Esq.

  Robinson & Cole LLP

October 8, 2024
Bala Padmakumar
Chief Executive Officer and Chairman
ChampionsGate Acquisition Corporation
419 Webster Street
Monterey, CA 93940
Re:ChampionsGate Acquisition Corporation
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 16, 2024
CIK No. 0002024460
Dear Bala Padmakumar:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 26, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted September 16,
2024
Cover Page
1.We note your response to prior comment 3. However, we continue to note disclosure
on pages 8, 91, and 111 that "[o]ther than the foregoing, the sponsor does have any
agreement, arrangement, or understanding with the Company regarding any . . .
reimbursement . . . in relation to our initial business combination," which appears to
be inconsistent with your disclosures elsewhere regarding payments to insiders,
including the reimbursement of out-of-pocket expenses. Please revise or advise as
appropriate.

October 8, 2024
Page 2
Summary
Our Sponsor, page 5
2.We acknowledge your revisions in response to prior comment 8. Please
clarify whether shareholders are required to vote in order to redeem shares, or if
shareholders who abstain from voting may also redeem their shares. In addition, we
note a reference to only permitting dissenting shareholders to redeem their shares on
page 65 of your prospectus. Please reconcile or advise.
3.We note your response to prior comment 9. Please further revise to provide all of the
information required by Item 1602(b)(6), including the price paid or to be paid for
securities issued, and, outside of the table, the extent to which compensation and
securities issuance may result in a material dilution of the purchasers' equity interests.
The Offering, page 16
4.We note your response to prior comment 11. However, we note disclosure on page
130 that appears to refer to anti-dilution rights of the insider shares. Please revise or
advise as appropriate.
Conflicts of Interest, page 29
5.We note your response to prior comment 13. Please further revise to describe conflicts
of interest that may arise in the event that you seek to complete your initial business
combination with a company that is affiliated with your officers, directors, insiders, or
their affiliates, as referenced on page 11. See Item 1602(b)(7) of Regulation S-K.
Dilution, page 77
6.We note your response to prior comment 16 and revised disclosure that redemptions
in connection with a business combination cannot cause your net tangible assets to fall
below $5,000,001, thereby capping the maximum redemptions permitted. Please
amend your tabular dilution disclosure to provide quartile intervals based on
percentages of such maximum redemption threshold and not based on absolute
percentages of shares issued in connection with your offering; refer to Item 1602(a)(4)
of Regulation S-K. In addition, update such amounts throughout your prospectus
accordingly.
We have reviewed your response to prior comment 16 and your revised disclosure.
Please address the following regarding, and revise your dilution disclosure
accordingly to fully comply with, Item 1602(c) of Regulation S-K.
•Address why you present "possible sources of dilution" as the lead-in to your
tabular presentation rather than providing effect to material  probable or
consummated transactions as prescribed in Item 1602(a)(4) of Regulation S-K;
Revise to present tabular disclosure in quartile intervals based on percentages of
the maximum redemption threshold to include the following as required in Item
1602(a)(4) of Regulation S-K:
the offering price; net tangible book value per share, as adjusted for material
probable or consummated transactions (other than the de-SPAC transaction
itself); and the difference between the offering price and such net tangible o•7.

October 8, 2024
Page 3
book value per share, as adjusted;
othe nature and amounts of each source of dilution used to determine net
tangible book value per share, as adjusted;
othe number of shares used to determine net tangible book value per share, as
adjusted; and
oany adjustments to the number of shares used to determine the per share
component of net tangible book value per share, as adjusted.
•As required in Item 1602(c) of Regulation S-K, outside of the table, describe each
material potential source of future dilution following your registered offering,
including sources not included in the table with respect to the determination of net
tangible book value per share, as adjusted. Additionally, provide a description of
the model, methods, assumptions, estimates, and parameters necessary to
understand the tabular disclosure.
General
8.We note your response to prior comment 22, including that your sponsor is not
expected to effect any direct transfer of its insider shares prior to the offering and Mr.
Tan is not expected to effect any indirect transfer of his insider shares by transferring
any securities of the sponsor prior to the offering. Please revise to add risk factor
disclosure about risks that may arise from the sponsor having the ability to remove
itself as your sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise. Address the
consequences of such removal to the company's ability to consummate an initial
business combination, including that any replacement sponsor could have difficulty
finding a target.
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila E. Zhou, Esq.

August 26, 2024
Bala Padmakumar
Chief Executive Officer and Chairman
ChampionsGate Acquisition Corporation
419 Webster Street
Monterey, CA 93940
Re:ChampionsGate Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted July 23, 2024
CIK No. 0002024460
Dear Bala Padmakumar:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted July 23, 2024
Cover Page
1.Please revise to state whether redemptions will be subject to any limitations, as required
by Item 1602(a)(2) of Regulation S-K. For example, we note disclosures elsewhere
regarding the $5,000,001 net tangible asset requirement and the limitation on redemption
rights of shareholders holding 15% or more of the shares sold in the offering.
2.Please revise to state the amount of compensation received or to be received by the
sponsor, its affiliates, and promoters. For example, we note disclosures elsewhere
regarding repayment of loans made by the sponsor. Please also revise to discuss whether
the compensation to be paid and securities issued to the sponsor, its affiliates, and
promoters may result in a material dilution of the purchasers' equity interests. Lastly,
please also revise to provide a highlighted cross-reference to all the locations of related
disclosures in the prospectus. See Item 1602(a)(3) of Regulation S-K.

August 26, 2024
Page 2
3.Please reconcile your statements here and throughout the prospectus as applicable that
other than the insider shares and private units, your sponsor or its affiliates will not
receive any other form of compensation with your disclosures elsewhere regarding
compensation. More specifically, we note that in addition to the insider shares and private
units, your sponsor or its affiliates may receive repayment of loans, reimbursement of out-
of-pocket expenses, working capital units, and extension units. See Item 1603(a)(6) of
Regulation S-K.
4.Please revise to describe the disparate voting rights between the Class B ordinary shares,
or insider shares, and the Class A ordinary shares sold in this offering.
5.We note your statement here that upon effectiveness of the prospectus, your management,
including your officers and directors, are all located in the United States. However, later
in the same paragraph you refer to a risk factor on page 65 which states that upon the
effectiveness of the prospectus, all of your executive officers and directors will be located
outside the United States. Please revise to clarify the location of your management.
6.Please revise your cross-references to the dilution and conflicts of interest disclosures to
provide a highlighted cross-reference to all the locations of related disclosures in the
prospectus. See Items 1602(a)(4) and (5) of Regulation S-K.
Summary
Our Insiders and Management, page 2
7.Please revise to balance your discussion of the prior SPAC experience of Mr.
Padmakumar to disclose the redemption levels in connection with the business
combination and current trading price of ConnectM Technology Solutions, Inc.'s common
stock.
Our Sponsor, page 4
8.Please reconcile inconsistent disclosure throughout the prospectus with respect to the
redemption rights of public shareholders in connection with votes before and after a
business combination. For example, disclosure on page 5 indicates that only dissenting
public shareholders would be allowed to redeem their shares in connection with a vote on
a charter amendment to modify the substance or timing of obligations to allow
redemptions in connection with the business combination or with respect to any
shareholders rights or pre-business combination activity, while disclosure on page 25
indicates that public shareholders will have an opportunity to redeem their shares
regardless of whether they vote for, against, or abstain from such a vote. In addition,
regarding redemption rights in connection with votes on the initial business combination,
you disclose on page 63 that a public shareholder must vote either in favor of or against a
proposed business combination in order to have their shares redeemed for cash but
elsewhere you state that public shareholders may seek to convert their public shares,
regardless of whether they vote for or against, or abstain from voting on, the proposed
business combination.
Please revise to provide the disclosures required by Item 1602(b)(6) of Regulation S-K.
We note your statement on page 5 that other than the insider shares and private units, the
sponsor or its affiliates have not received and will not receive any other form of
compensation. However, we also note disclosures elsewhere regarding repayment of 9.

August 26, 2024
Page 3
loans, reimbursement of out-of-pocket expenses, the anti-dilution adjustment of the
insider shares, and working capital notes and extension notes, each of which may be
repaid or converted into private units.
Business Strategy and Acquisition Criteria, page 8
10.Please expand your disclosure to describe the consequences to the sponsor of not
completing an extension of the time period to consummate your initial business
combination. See Item 1602(b)(4) of Regulation S-K.
The Offering, page 15
11.Please revise to describe the conversion and anti-dilution rights of the insider shares.
Private placement at time of offering, page 17
12.We note your statement that the private units are identical to the units sold in this offering
"except as described in this prospectus." Please explain, or include a cross-reference to
disclosure elsewhere that explains, how private units, including the private shares and
private rights underlying the units, are not identical to the units sold in this offering.
Conflicts of Interest, page 28
13.Please revise to also describe conflicts of interest relating to fees, reimbursements, or cash
payments to your insiders, officers, directors or their affiliates prior to, or for any services
they render in order to effectuate, the consummation of a business combination. In
addition, please revise to describe conflicts of interest that may arise in the event that you
seek to complete your initial business combination with a company that is affiliated with
your officers, directors, insiders, or their affiliates, as referenced on page 10. See Item
1602(b)(7) of Regulation S-K.
14.Please disclose the conflicts of interest arising from Mr. Tan's involvement with the
Second SPAC. In this regard, we note that the Second SPAC may be searching for a target
company concurrently with this SPAC's search for a target. Please disclose how
opportunities will be allocated between SPACs and, to the extent there are any agreements
between the sponsor and the company, please disclose these agreements. See Items
1602(b)(7), 1603(a)(5), and 1603(b) of Regulation S-K.
Risk Factors
The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our
securities . . ., page 53
15.Please expand your risk factor disclosure to also describe, if applicable, the risk that if
existing SPAC investors elect to redeem their shares such that their redemptions would
subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not
elect to redeem may economically bear the impact of the excise tax.
Dilution, page 75
Please revise your dilution disclosure in your next amendment to comply with Item
1602(c) of Regulation S-K. Additionally both in your response and amended disclosure,
specifically address the impact to dilution for the maximum redemption restriction given 16.

August 26, 2024
Page 4
your disclosure on page 56 indicates you would not proceed with redemptions that would
cause your net tangible assets to be less than $5,000,001.
Proposed Business
Our Sponsor, page 85
17.We refer to your tabular disclosures on pages 86, 87, and 104 regarding the securities
owned by the sponsor and the relevant terms. Please revise to disclose any circumstances
or arrangements that could result in the surrender or cancellation of the securities, such as
the potential forfeiture of a portion of the insider shares. Additionally, please revise to
disclose (i) the natural persons and entities subject to each agreement; (ii) any exceptions
under, or terms that would result in an earlier expiration of, each agreement; and (iii) the
lock-up agreement with the underwriter. See Items 1603(a)(6) and(9) of Regulation S-K.
Permitted Purchases of our Securities, page 93
18.Please revise to reconcile your disclosures regarding the purpose of purchases of your
securities by your sponsor, directors, officers, advisors or their affiliates either prior to or
following the completion of your initial business combination. More specifically, here
you state, in part, that the purpose of such purchases would be to vote such shares in favor
of the business combination and thereby increase the likelihood of obtaining shareholder
approval of the business combination. However, on pages 42 and 43 you state that such
purchases would be structured in compliance with the requirements of Rule 14e-5 by, in
part, including in the company's registration statement/proxy statement filed for the
business combination a representation that any of the company's securities purchased by
the company's sponsor, directors, officers, advisors or their affiliates would not be voted
in favor of approving business combination transaction.
Conflicts of Interest, page 109
19.Please revise to disclose the nominal price paid for the insider shares and any conflict of
interest in determining whether to proceed with a de-SPAC transaction. See Item 1603(b)
of Regulation S-K.
20.Please revise the table on page 110 to disclose Mr. Padmakumar's affiliation with Four
Leaf Acquisition Corporation. See Item 1603(c) of Regulation S-K.
Principal Shareholders, page 112
21.Please revise the table to (i) reflect the 550,000 private units to be purchased by the
sponsor, (ii) explain the decrease in the number of shares held by the sponsor after the
offering, and (iii) clarify the number and class of shares currently held and to be held by
each individual and entity listed therein.
General
22.Please revise to disclose any circumstances or arrangements under which the sponsor, its
affiliates, and promoters, directly or indirectly, have transferred or could transfer
ownership of securities of the SPAC, such as the anti-dilution adjustment of the insider
shares. See Item 1603(a)(6) of Regulation S-K.

August 26, 2024
Page 5
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila E. Zhou, Esq.