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 a Business Combination ³.

The Company's core business model is to identify and merge with a target company, providing an alternative path to a public listing compared to a traditional IPO ⁴. This approach is presented as potentially less expensive and offering greater certainty of execution for target businesses ⁵. The Company intends to generate non-operating income from interest and/or dividend income from the proceeds of its IPO held in a Trust Account ⁶. Its primary customer segments are prospective target businesses seeking to become publicly listed.

The Company's strategy focuses on identifying and partnering with "category-defining businesses operating in high-growth, recession-resilient subsectors that are transitioning from misunderstood to mainstream markets" ⁷. The target industries are those where cultural, regulatory, and technological shifts are unlocking significant market potential, but capital scarcity and stigma have limited institutional participation ⁸. Specifically, the Company intends to target businesses disrupting "trillion-dollar legacy markets through harm-reduction innovation, wellness-oriented products and technology-enabled platforms" ⁹. While the initial geographic focus is the United States and Europe, the Company is not limited to these regions ¹⁰.

The Company's competitive strengths are stated to include its Management Team's proven investment track record in stigmatized and underserved markets, deep sector expertise across multiple high-growth categories (including nicotine harm reduction, hemp-derived consumables, psychedelics, functional botanicals, gaming, 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 principals include JUUL, Compass Pathways, MindMed, Beckley Psytech, and Mindbloom ¹².

Key financial metrics for the period from October 24, 2025 (inception) through December 31, 2025, indicate that the Company had no cash ¹³ and a working capital deficit of $101,914 ¹⁴. Total assets were $69,606 ¹⁵, consisting of prepaid expenses of $5,870 ¹⁶ and deferred offering costs of $63,736 ¹⁷. Total liabilities were $107,784 ¹⁸, comprising accrued expenses of $591 ¹⁹, accrued offering costs of $1,154 ²⁰, and a promissory note – related party of $106,039 ²¹. The Company reported a net loss of $63,178 ²² for the period, resulting in a total shareholder's deficit of $38,178 ²³. Basic and diluted net loss per share for Class B ordinary shares was $(0.01) ²⁴.

Year-over-year comparisons are not applicable as the Company was incorporated on October 24, 2025, and the reported period is from inception through December 31, 2025 ²⁵. Therefore, no prior year data is available for comparison.

Significant operational developments during the reported period and subsequently include the IPO Registration Statement becoming effective on January 30, 2026 ²⁶. 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 ²⁷. Simultaneously, 495,500 Private Placement Units were sold to the Sponsor at $10.00 per unit, generating gross proceeds of $4,955,000 ²⁸. A total of $230,000,000 from the net proceeds of the IPO and Private Placement was placed in a Trust Account ²⁹. The Company also entered into an Administrative Services Agreement on February 5, 2026, to pay $10,000 per month for office space, utilities, and administrative support ³⁰, and Advisory Services Agreements on the same date to pay an aggregate of $30,000 per month ($15,000 each to affiliates of the CEO and Chairman) for advisory services, payable only upon completion of an initial Business Combination ³¹. The Promissory Note, with $165,233 outstanding as of February 9, 2026, was fully repaid upon the IPO closing, and no additional borrowing is available under it ³².

Management's specific guidance for the upcoming period indicates that the Company will not generate any operating revenues until after the completion of its initial Business Combination ³³. However, 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 ³⁴. The Company expects to incur increased expenses as a result of being a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses ³⁵.

The primary growth area for the Company is the successful identification and consummation of a Business Combination with a target company ³⁶. The Company's strategy is to partner with "category-defining businesses operating in high-growth, recession-resilient subsectors that are transitioning from misunderstood to mainstream" ³⁷. These target businesses are expected to be disrupting "trillion-dollar legacy markets through harm-reduction innovation, wellness-oriented products and technology-enabled platforms" ³⁸. The Company aims to leverage its Management Team's investment track record, sector expertise, and network to source proprietary opportunities and apply disciplined due diligence ³⁹. Post-combination, the Company intends to remain actively involved in supporting the partner company's strategic execution, leveraging relationships, regulatory insight, and operational expertise ⁴⁰.

Regarding operational outlook, the Company's liquidity needs through December 31, 2025, were satisfied through a $25,000 contribution from the Sponsor for Founder Shares ⁴¹ and a loan under a Promissory Note ⁴². As of December 31, 2025, the Company had a working capital deficit of $101,914 ⁴³. Following the IPO, the Company has sufficient funds to finance its working capital needs within one year from the financial statements' issuance date ⁴⁴. The Company will reimburse its Sponsor $10,000 per month for office space, utilities, and administrative support, commencing February 6, 2026, until a Business Combination or liquidation ⁴⁵. Additionally, it will pay an aggregate of $30,000 per month ($15,000 each) to affiliates of its CEO and Chairman for advisory services, accrued and payable only upon completion of an initial Business Combination ⁴⁶.

Planned capital allocation includes using substantially all funds in the Trust Account, including interest earned (net of taxes and excluding the Deferred Fee of $8,050,000 ⁴⁷), to complete its Business Combination ⁴⁸. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used for working capital, other acquisitions, and growth strategies of the target business ⁴⁹. The Sponsor or affiliates may loan the Company up to $1,500,000 ⁵⁰ in Working Capital Loans to fund deficiencies or transaction costs, which may be convertible into Private Placement Units at $10.00 per unit ⁵¹. The Underwriters were paid a cash underwriting discount of $3,105,000 ⁵² upon IPO closing, and the Deferred Fee of $8,050,000 ⁵³ is payable upon consummation of an initial Business Combination ⁵⁴. The Klein Group was paid $250,000 ⁵⁵ for capital markets advisory services in connection with the IPO ⁵⁶.

Structural headwinds and execution risks management explicitly flagged include the requirement to complete an initial Business Combination by February 9, 2028 ⁵⁷, or face termination and distribution of Trust Account amounts ⁵⁸. Failure to meet the Nasdaq 36-Month Requirement could lead to suspension of trading and delisting ⁵⁹. The Company may need additional financing to complete a Business Combination if the cash portion of the purchase price exceeds available Trust Account amounts ⁶⁰. Management also notes that the ability of Public Shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential Business Combination targets ⁶¹.

The Company faces several material risks, including the inability to complete an initial Business Combination within the Combination Period (February 9, 2028 ⁶²), which would lead to redemption of Public Shares and worthless Warrants ⁶³. There is a risk of being unable to obtain additional financing for a Business Combination or target business operations, potentially compelling restructuring or abandonment of a transaction ⁶⁴. The increasing number of SPACs may lead to scarcer attractive targets and increased competition, potentially raising acquisition costs or making it difficult to find a target ⁶⁵. Global geopolitical conditions, such as the Russia-Ukraine conflict and the Middle East and Southwest Asia conflict, may materially adversely affect the search for a target or the operations of potential target companies ⁶⁶. Changes in laws or regulations, or non-compliance, could adversely affect the business, including the ability to complete a Business Combination ⁶⁷. If the Company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements and restricted activities ⁶⁸. The Sponsor and Management Team's agreement to vote in favor of a Business Combination, regardless of Public Shareholder votes, means a Business Combination could be approved even if a majority of Public Shareholders do not support it ⁶⁹. Public Shareholders may incur substantial dilution from the nominal price paid by the Sponsor for Founder Shares ($0.003 per share) ⁷⁰ and potential anti-dilution adjustments that could result in Class A shares being issued on a greater than one-to-one basis upon conversion of Founder Shares ⁷¹. Cybersecurity incidents, whether directed at the Company or third parties, could result in information theft, data corruption, operational disruption, financial loss, and impact the ability to consummate a Business Combination ⁷².

Management's overall tone emphasizes leveraging the team's extensive experience and network to identify and execute a successful Business Combination. They highlight their "proven investment track record, deep sector expertise and extensive network" ⁷³ in high-growth, recession-resilient subsectors that are transitioning from misunderstood to mainstream. The strategic priorities include focusing on industries where cultural, regulatory, and technological shifts are unlocking significant market potential, and targeting businesses disrupting "trillion-dollar legacy markets through harm-reduction innovation, wellness-oriented products and technology-enabled platforms" ⁷⁴. Management also stresses the benefit of the Company's structure as an alternative to a traditional IPO, offering a potentially less expensive and more certain path to public listing for target businesses ⁷⁵. They explicitly state that the Company will not generate operating revenues until after the completion of its initial Business Combination ⁷⁶, but will generate non-operating income from interest on Trust Account investments ⁷⁷. The Company has until February 9, 2028 ⁷⁸, to complete its initial Business Combination, and failure to do so will result in termination and distribution of Trust Account funds ⁷⁹.