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.
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
 October 8, 2024
Page 3

                book value per share, as adjusted;
            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.
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.