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

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
 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.