Cambridge Acquisition Corp.

Cambridge Acquisition Corp. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated on October 24, 2025, in the Cayman Islands, with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The Company has not yet selected a specific Business Combination target and has not generated any operating revenues to date, nor does it expect to until the consummation of its initial Business Combination ². Its efforts have been limited to organizational activities, activities related to its Initial Public Offering (IPO), and searching for and consummating a Business Combination ³.

The Company's core business model is to identify and acquire a target business, thereby providing an alternative path to a public listing for that business. The Company generates revenue through non-operating income in the form of interest and/or dividend income from the proceeds derived from its IPO ⁴. Its primary customer segments are the target businesses it seeks to acquire, offering them access to public markets, growth capital, acquisition currency, and enhanced brand credibility ⁵. The Company aims to partner with category-defining businesses operating in high-growth, recession-resilient subsectors that are transitioning from misunderstood or underserved to mainstream markets ⁶.

The Company's strategy focuses on industries where cultural, regulatory, and technological shifts are unlocking significant market potential, but capital scarcity and stigma have limited institutional participation ⁷. It intends to target businesses disrupting "trillion-dollar legacy markets" through harm-reduction innovation, wellness-oriented products, and technology-enabled platforms ⁸. While its initial focus is on opportunities in the United States and Europe, it is not limited to these regions ⁹. The Company seeks to identify companies that can benefit from its ability to accelerate growth, enhance governance, and expand market reach through strategic partnerships and brand amplification ¹⁰.

The Company's competitive strengths are stated to include its Management Team's proven investment track record in stigmatized and under-served markets, deep sector expertise across multiple high-growth categories (including nicotine harm reduction, hemp-derived consumables, psychedelics, functional botanicals, gaming, the love economy, and health-oriented markets), an extensive founder and operator network providing proprietary deal flow, operational and transactional excellence, and prior SPAC and public market experience ¹¹. Notable past investments by its principals include JUUL, Compass Pathways, MindMed, Beckley Psytech, and Mindbloom ¹².

For the period from October 24, 2025 (inception) through December 31, 2025, the Company reported a net loss of $63,178 ¹³. This loss primarily consisted of formation, general, and administrative costs ¹⁴. As of December 31, 2025, the Company had no cash ¹⁵ and a working capital deficit of $101,914 ¹⁶. Total assets were $69,606 ¹⁷, and total liabilities were $107,784 ¹⁸. Shareholder's deficit amounted to $38,178 ¹⁹. The Company had 7,666,667 Class B ordinary shares issued and outstanding ²⁰, with a par value of $0.0001 per share ²¹. Basic and diluted net loss per share for Class B ordinary shares was $(0.01) ²².

Significant operational developments during the reported period include the Company's IPO Registration Statement becoming effective on January 30, 2026 ²³. On February 9, 2026, the Company consummated its IPO of 23,000,000 Units, including 3,000,000 Option Units from the full exercise of the Over-Allotment Option, at $10.00 per Public Unit, generating gross proceeds of $230,000,000 ²⁴. Simultaneously, it completed a private sale of 495,500 Private Placement Units to its Sponsor at $10.00 per unit, generating gross proceeds of $4,955,000 ²⁵. A total of $230,000,000 from the net proceeds of the IPO and Private Placement was placed in a Trust Account ²⁶. The Company incurred IPO fees of $11,725,502, comprising $2,855,000 in cash underwriting fees, a deferred fee of $8,050,000, and $820,502 in other offering costs ²⁷. The Company also entered into an Administrative Services Agreement to pay $10,000 per month for office space, utilities, and administrative support, and Advisory Services Agreements to pay an aggregate of $30,000 per month for advisory services, both commencing February 5, 2026, with accrued amounts payable upon Business Combination completion ²⁸.

The Company has a Combination Period until February 9, 2028, which is 24 months from the closing of its Initial Public Offering, to consummate an initial Business Combination ²⁹. This period may be extended by shareholder approval to amend its Amended and Restated Articles ³⁰. If the initial Business Combination is not completed by the end of this period, the Company's existence will terminate, and it will distribute all amounts in the Trust Account ³¹. The Nasdaq Rules also require SPACs to complete their initial Business Combination within 36 months following the effectiveness of its initial public offering registration statement ³².

The Company's primary growth area is the identification and acquisition of a target business within high-growth, recession-resilient subsectors that are transitioning from misunderstood or underserved to mainstream markets ³³. The Company intends to target businesses that are disrupting "trillion-dollar legacy markets" through harm-reduction innovation, wellness-oriented products, and technology-enabled platforms ³⁴. While its initial geographic focus is on the United States and Europe, it is not limited to these regions ³⁵. The Company aims to leverage its Management Team's investment track record, sector expertise, and network to source proprietary opportunities and provide operational guidance, capital resources, and public market access to its partner company ³⁶.

Regarding operational outlook, the Company expects to incur increased expenses as a result of being a public company, including costs for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ³⁷. Since its IPO in February 2026, the Company has begun to generate non-operating income in the form of interest income on investments held in the Trust Account ³⁸. The Company's liquidity needs through December 31, 2025, were satisfied through a $25,000 contribution from the Sponsor for Founder Shares and a loan under a Promissory Note ³⁹. The Promissory Note, which had $106,039 outstanding as of December 31, 2025 ⁴⁰, was fully repaid on February 9, 2026, and no additional borrowing is available under it ⁴¹.

For planned capital allocation, the Company intends to use substantially all of the funds held in the Trust Account, including any interest earned (net of taxes and excluding the Deferred Fee), to complete its Business Combination ⁴². If its share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be used as working capital for the target business's operations, other acquisitions, and growth strategies ⁴³. The Company may also raise additional funds through a private offering of debt or equity securities in connection with the Business Combination ⁴⁴. Up to $1,500,000 of Working Capital Loans from the Sponsor or affiliates may be converted into units of the post-Business Combination entity at $10.00 per unit ⁴⁵. The Underwriters are entitled to a Deferred Fee of $8,050,000, payable upon the consummation of an initial Business Combination ⁴⁶.

Management has explicitly flagged several structural headwinds and execution risks to its growth plan. The Company's ability to complete an initial Business Combination may be adversely affected by various factors beyond its control, including changes in laws or regulations, downturns in financial markets or economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as military conflicts in Ukraine and the Middle East ⁴⁷. The Company also faces competition from other entities with similar business objectives, including other SPACs, private equity groups, and public companies ⁴⁸. The obligation to pay cash for redemption rights and the potential dilution from outstanding Warrants may place the Company at a competitive disadvantage ⁴⁹.

The Company faces material risks including the potential inability to complete its initial Business Combination within the Combination Period, leading to redemption of Public Shares and worthless Warrants ⁵⁰. There is a risk of being unable to obtain additional financing for a Business Combination or target business operations, which could necessitate restructuring or abandonment of a transaction ⁵¹. The Company may issue Ordinary Shares at a price less than the prevailing market price during a Business Combination, and the substantial profit potential for the Sponsor, even if Public Shareholders experience losses, creates a conflict of interest ⁵². Global geopolitical conditions, such as the Russia-Ukraine conflict and the Middle East escalation, and economic factors like inflation and interest rate fluctuations, could materially adversely affect the search for and consummation of a Business Combination ⁵³. Changes in laws or regulations, or non-compliance, may also negatively impact the business ⁵⁴. If the Company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements and restricted activities ⁵⁵. Public Shareholders may be liable for third-party claims against the Company to the extent of distributions received upon redemption ⁵⁶.

Management's overall tone emphasizes leveraging their proven investment track record, deep sector expertise, and extensive network to identify and execute a successful Business Combination. They highlight their experience in high-growth, recession-resilient subsectors that are transitioning from misunderstood or underserved to mainstream markets. The Company's strategic priorities for the period ahead include actively engaging their network to source proprietary opportunities, applying disciplined due diligence to evaluate potential targets, and remaining actively involved post-combination to support strategic execution, brand amplification, and maximize long-term shareholder value. Management has disclosed specific financial commitments, including monthly payments of $10,000 ⁵⁷ to the Sponsor for administrative support and an aggregate of $30,000 ⁵⁸ per month to affiliates of the CEO and Chairman for advisory services, with these advisory fees accrued and payable only upon the successful completion of an initial Business Combination ⁵⁹.