Cambridge Acquisition

This prospectus establishes the investment terms and governance structure for Cambridge Acquisition Corp. Investors should note the 24-month deadline, the $10.00 trust value, the significant dilution from sponsor's nominal cost for founder shares (0.3 cents per share vs. $10.00 public), and the sponsor's conflicts of interest. The company has no target and no discussions, so investors are buying a blind pool with a management team that has experience in stigmatized/underserved markets. The trust is $10.00 per share, but after deferred underwriting fees of $0.35 per unit, the net available for business combination is $9.65 per share. The sponsor's low-cost shares create an incentive to complete any deal, even if unfavorable to public shareholders.

This is the primary disclosure document for the SPAC's IPO, providing investors with the terms of the offering, trust mechanics, redemption rights, sponsor incentives, and potential conflicts of interest. It is essential for evaluating the investment.

This filing establishes the IPO terms and trust size for a new SPAC. Investors need to track the 24-month deadline and any extension votes, the trust per-share value, and the sponsor's low-cost founder shares (dilutive). The filing also details a broad, unconventional target focus and extensive conflict-of-interest disclosures.

What changed: A Joint Filing Agreement submitted as Exhibit 99.1 to a Schedule 13G, which designates Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman to collectively file a beneficial ownership report for Cambridge Acquisition Corp. securities pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, referencing an underlying statement dated March 31, 2026, and executed on May 13, 2026 by Hayley Stein acting as Attorney-in-fact for David J. Snyderman. According to the agreement's explicit text, there are zero modifications to redemption schedules, trust account valuations, extension mechanisms, acquisition deal progress, or sponsor conduct disclosures. The document exclusively functions as an administrative coordination tool among affiliated investment entities and a named individual to satisfy joint SEC reporting obligations for their aggregated stake as of the referenced quarter-end date. Why it matters: Attributed to the signatories and the executing agent, the filing confirms that Magnetar-affiliated vehicles and David J. Snyderman have consolidated their disclosure filings, but it introduces no new information regarding target search velocity, capital call timing, shareholder rights defenses, or liquidity events. For investors tracking SPAC redemption deadlines, trust integrity, and sponsor behavior, this represents a routine compliance aggregation that leaves the firm’s SEARCHING parameters unaltered, demonstrating institutional alignment on reporting mechanics rather than advancing toward a business combination or triggering any timeline adjustments.

What changed: Form 8-K Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, accompanied by Exhibit 99.1 (a press release), formally notifying shareholders of the upcoming commencement of separate trading for initial public offering units. The registrant announced that, commencing March 30, 2026, holders of units sold in the initial public offering may elect to separately trade the embedded Class A ordinary shares and warrants. Each unit originally consisted of one Class A ordinary share (par value $0.0001) and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The filing mandates that no fractional warrants will be issued upon separation, and only whole warrants will trade moving forward. Unseparated units will continue trading as CAQUU, while separated shares will trade as CAQ and separated warrants as CAQUW on the Nasdaq Global Market. Investors must direct their brokers to contact Continental Stock Transfer & Trust Company to execute the separation. The filing reports no alterations to the trust account per-share balance ($10.14), the business combination deadline (February 9, 2028), any extension rights, target acquisition progress, or sponsor conduct. Why it matters: According to the Company’s press release, Cambridge Acquisition Corp. was organized as a blank check company intended to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Management explicitly qualified all statements regarding possible business combinations and related financing as forward-looking, cautioning that actual results could differ materially. The filing contains zero disclosures regarding customers, historical or projected revenue, total addressable market size, proprietary technology, strategic partnerships, pending or threatened litigation, or executive personnel changes. Mechanically, the split unlocks standard post-IPO trading flexibility and potential warrant arbitrage channels, but it does not reset the redemption calendar, withdraw trust funds, force a vote, or accelerate the path to the February 9, 2028 liquidation threshold. As such, the document represents a routine administrative milestone rather than a substantive shift in capital allocation or shareholder rights.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. First 10-K since inception; reports pre-IPO period (October 24, 2025 to December 31, 2025) with no operations, $63,178 net loss, working capital deficit of $101,914, and $106,039 in promissory note borrowings from sponsor. IPO of 23,000,000 units at $10.00 per unit closed on February 9, 2026, raising $230,000,000 in trust. Trust per share is $10.00 at closing (note: $10.14 per share per user input, but filing states $10.00). Deadline for business combination is 24 months from February 9, 2026 (February 9, 2028). Sponsor purchased 495,500 private placement units at $10.00 each. No target identified. Key governance documents adopted: clawback policy, insider trading policy, code of ethics. Why it matters: Provides baseline financials and trust details for a newly public SPAC. Confirms trust amount, deadline, sponsor commitments, and redemption mechanics. No deal progress, but important for investors tracking the trust value and sponsor conduct. Filing includes risk factors and confirms no material changes since IPO.

What changed: SEC Form 4/A – Amended Statement of Changes in Beneficial Ownership reporting insider transactions for Cambridge Acquisition Corp. According to the Form 4/A filing, director and 10% owner Cam-Phung Michael Tam and 10% owner Cambridge Sponsor LLC executed open-market purchases on February 9, 2026, acquiring 495,500 shares at $10. The document states the reporting parties own 495,500 shares following the transactions. No amendments to the trust account balance ($10.14 per share as supplied), the business combination deadline (February 9, 2028), or the current SEARCHING status appear in this submission. Why it matters: For investors monitoring SPAC mechanics, sponsor and director open-market accumulation during a pre-deal period serves as a conduct signal that may reflect internal conviction regarding target pipeline development or management's desire to align personal capital with public shareholders before the February 9, 2028 redemption window closes. Because the acquisition was executed on the open market rather than through private placements or trust utilization, it does not dilute the $10.14 per-share trust value, trigger extension voting protocols, or indicate deal closure. The filing contains no substantive claims regarding customer relationships, revenue projections, market size, technology partnerships, litigation, or personnel changes beyond the reported equity position updates.

What changed: Amended Statement of Changes in Beneficial Ownership (Form 3/A) — routine compliance filing / insider ownership report. Director and 10% owner Cam-Phung Michael Tam and 10% owner Cambridge Sponsor LLC reported zero non-derivative transactions and no adjustments to their existing security holdings. Why it matters: This null disclosure confirms that both principal insiders have maintained their respective 10% stakes without selling, transferring, or acquiring additional shares, providing baseline transparency into sponsor conduct and capital preservation during the SEARCHING phase. The absence of insider trading activity does not mechanically alter the redemption calendar, trust valuation parameters, or the February 9, 2028 business combination timeline, but it stabilizes the ownership ledger ahead of any future acquisition announcement or extension vote. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the ownership attribution.

What changed: A FORM 3 insider ownership report, classified as a routine regulatory compliance exhibit filed under Section 16 of the Securities Exchange Act for Cambridge Acquisition Corp., specifically disclosing holdings and transaction activity for reporting person Eric Sklar, who holds the title of director. The filing text explicitly states 'No non-derivative transactions or holdings reported.' This confirms that Director Eric Sklar recorded zero open-market equity purchases, sales, or beneficial ownership adjustments during the reporting cycle. Bearing on your tracked mechanics—redemption windows, trust accounting, extension votes, target acquisition progress, and sponsor conduct—the submission delivers no updates, amendments, or deviations from prior public disclosures. Why it matters: This administrative filing establishes a neutral baseline for insider economic positioning. For investors monitoring whether sponsors or directors signal conviction via open-market accumulation or caution via liquidation, the report registers complete inaction, which neither accelerates redemption pressure nor implies imminent deal closure. The document contains no operational claims, financial targets, customer references, revenue estimates, market sizing assertions, technology roadmap details, partnership declarations, litigation status updates, or personnel transitions.

What changed: A routine compliance exhibit: SEC Form 3, an initial statement of beneficial ownership of securities filed by a corporate director. According to the filing’s own disclosure, Director Giannis Vanessa Rollings registered zero non-derivative transactions and zero recorded holdings in Cambridge Acquisition Corp., indicating no shift in insider equity positions. Why it matters: This submission does not update redemption calendars, trust-per-share valuations, extension voting windows, or merger negotiation statuses. It contains no claims regarding customers, revenue figures, market size estimates, strategic direction, proprietary technology, partnership arrangements, litigation matters, or executive personnel changes. Because the document explicitly states 'No non-derivative transactions or holdings reported,' it conveys no actionable signal regarding sponsor conduct, management capital commitment, or treatment of public shareholder redemptions. All observations trace directly to the Form 3 text and the named reporting person; no computational adjustments or external conventions are applied.

What changed: A Form 8-K and accompanying audited financial statements reporting the consummation of Cambridge Acquisition Corp.’s initial public offering. Per the filing, the IPO closed on February 9, 2026, issuing 23,000,000 public units at $10.00 per unit and depositing $230,000,000 into a trust account administered by Continental Stock Transfer & Trust Company. The registration statement sets a fixed 24-month completion window from the IPO closing date, establishing a liquidation deadline of February 9, 2028, unless the board approves an earlier date or shareholders amend the charter. Simultaneously, the sponsor purchased 495,500 private units for $4,955,000. The filing discloses that 7,666,667 public warrants and 165,167 private warrants were issued, each exercisable at $11.50 per share beginning 30 days after a business combination. A deferred underwriting discount of $8,050,000 remains payable solely upon consummation. The sponsor has waived redemption rights for founder and private placement shares. Advisory agreements commit $15,000 monthly to both the Chief Executive Officer and Chairman ($30,000 total), and $10,000 monthly to the sponsor for administrative support; these amounts accrue but are contractually payable only upon completion of a business combination or liquidation. As of February 9, 2026, the company states it had not selected a target and had engaged in no substantive discussions regarding a business combination. Why it matters: For redemption calendar and trust tracking, the filing confirms the exact per-share baseline of $10.00 and locks the hard termination date of February 9, 2028. The company notes that upon redemption, public shareholders are entitled to trust deposits plus accrued interest (net of taxes), less up to $100,000 for dissolution expenses. Sponsor conduct is bounded by a letter agreement requiring promoters to waive liquidation distributions on founder shares, though they retain payouts on any public shares acquired. The sponsor also provided a contractual indemnity to restore the trust if third-party claims reduce the per-share balance below the lesser of $10.00 or the actual liquidation value; however, management explicitly discloses it has not verified the sponsor’s capacity to fund this obligation and believes the sponsor’s only assets are company securities. Beyond mechanics, the audited balance sheet reports $1,279,183 in non-trust operating cash alongside a shareholders’ deficit of $6,870,704. Management warns that if actual due diligence and negotiation costs exceed current estimates, working capital could be exhausted before the February 9, 2028 deadline. The filing further details warrant redemption triggers tied to a $18.00 share price threshold, a required 80% trust-value floor for target fair market value, and a 40.0% probability assumption priced into the warrant valuation model. Auditor WithumSmith+Brown, PC issued an unqualified opinion on the opening balance sheet without an internal control review.

What changed: A routine compliance exhibit — specifically, a Schedule 13D joint filing agreement (Exhibit 99.1) attaching to a beneficial ownership report, signed by Cambridge Sponsor LLC and Michael Cam-Phung. Per the representations made by the Parties in the February 13, 2026 agreement, there were no alterations to redemption deadlines, trust account compositions, extension proposals, or deal progress tracking. The document exclusively formalizes that Cambridge Sponsor LLC and Michael Cam-Phung jointly assume responsibility for the timeliness, completeness, and accuracy of their respective Section 13(d) filings covering Class A ordinary shares, $0.0001 par value, as of the execution date. Why it matters: For investors monitoring sponsor conduct and capital structure mechanics, the joint signature confirms a unified reporting posture between the sponsor vehicle and its Managing Member, eliminating ambiguity over divergent disclosure timelines. However, the filing discloses zero substantive data regarding customer concentration, revenue streams, market positioning, proprietary technology, strategic partnerships, active litigation, or personnel changes. With the structured holder table omitted from this XML variant, the filing provides no quantifiable shift in voting power or economic interest that would trigger tender thresholds or affect redemption floor calculations. Subsequent Schedule 13D/G amendments or proxy statements will be required to update the trust distribution roadmap or de-SPAC integration timeline.

What changed: A Joint Filing Statement pursuant to Rule 13D-1(k)(1) submitted as Exhibit I to a Schedule 13G, functioning as a routine compliance exhibit that formally records mutual consent among Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah to bundle their beneficial ownership reports for Cambridge Acquisition Corp. shares under the Securities Exchange Act of 1934. Per the joint filing statement dated February 12, 2026 (SEC ID [0001346554-26-000014]), signed by Robin Shah, no modifications have been introduced to CAQ’s redemption calendar, trust valuation mechanics, extension provisions, or merger deal progression. The document explicitly limits its scope to permitting collective Schedule 13G submission and reserves termination rights for any party via written notice or a mutually agreed shorter timeframe. Beyond this administrative bundling agreement, the filing contains no substantive claims regarding prospective customers, revenue streams, total addressable market sizing, corporate strategy, technological capabilities, strategic partnerships, active litigation, or executive personnel movements. Why it matters: Because the exhibit functions exclusively as a procedural consent to joint filing rather than a transaction update or redemption trigger, it does not alter shareholder liquidity windows or confirm target selection. Investors tracking CAQ will observe that Tenor-affiliated entities continue synchronized regulatory reporting without crossing new ownership thresholds or signaling accelerated capital deployment. The explicit reservation of unilateral termination rights further indicates that the filing remains a flexible compliance convenience rather than a binding commitment to maintain consolidated disclosure obligations beyond February 12, 2026.