Cambridge Acquisition Corp.

Cambridge Acquisition Corp. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on October 24, 2025, 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 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 business model is to identify and acquire a target company, thereby providing an alternative path to a public listing for that business, which is believed to be less expensive and offer greater certainty of execution than a traditional IPO ⁴. The primary customer segments are the owners of target businesses seeking a public listing.

The Company's strategy focuses on identifying and partnering with category-defining businesses in high-growth, recession-resilient subsectors that are transitioning from misunderstood or underserved to mainstream markets ⁵. 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 ⁶. Specifically, the Company intends to target businesses disrupting "trillion-dollar legacy markets" through harm-reduction innovation, wellness-oriented products, and technology-enabled platforms ⁷. While the initial focus is on opportunities in the United States and Europe, the Company is not limited to these regions ⁸.

The Company's competitive strengths are rooted in 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, 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 ⁹. Notable past investments by principals include JUUL, Compass Pathways, MindMed, Beckley Psytech, and Mindbloom ¹⁰.

Key financial metrics for the period from October 24, 2025 (inception) through December 31, 2025, show that the Company had a net loss of $63,178 ¹¹. As of December 31, 2025, the Company reported total assets of $69,606, consisting of prepaid expenses of $5,870 and deferred offering costs of $63,736 ¹². Total liabilities were $107,784, including accrued expenses of $591, accrued offering costs of $1,154, and a promissory note to a related party of $106,039 ¹³. The Company had a working capital deficit of $101,914 and no cash as of December 31, 2025 ¹⁴. Shareholder's deficit totaled $(38,178), comprising Class B ordinary shares of $767, additional paid-in capital of $24,233, and an accumulated deficit of $(63,178) ¹⁵. Basic and diluted net loss per share for Class B ordinary shares was $(0.01) ¹⁶.

The Company's IPO Registration Statement became effective on January 30, 2026 ¹⁷. 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 a price of $10.00 per Public Unit, generating gross proceeds of $230,000,000 ¹⁸. Simultaneously, 495,500 Private Placement Units were sold to the Sponsor at $10.00 per unit, generating gross proceeds of $4,955,000 ¹⁹. A total of $230,000,000 from the IPO and Private Placement proceeds was placed in a Trust Account ²⁰. Transaction costs for the IPO amounted to $11,725,502, including a cash underwriting fee of $2,855,000, a deferred underwriting fee of $8,050,000, and other offering costs of $820,502 ²¹. The Company also paid The Klein Group $250,000 for capital markets advisory services ²². On February 9, 2026, the Company fully settled outstanding borrowings of $165,233 under a promissory note from the Sponsor ²³.

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 ²⁴. 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 ²⁵. 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 ²⁶.

The Company's primary growth area is the identification and consummation of a Business Combination with a target company ²⁷. The strategy is to partner with category-defining businesses in high-growth, recession-resilient subsectors that are transitioning from misunderstood or underserved to mainstream markets ²⁸. The focus is on industries where cultural, regulatory, and technological shifts are unlocking significant market potential, but capital scarcity and stigma have limited institutional participation ²⁹. The Company intends to target businesses disrupting "trillion-dollar legacy markets" through harm-reduction innovation, wellness-oriented products, and technology-enabled platforms ³⁰. The initial geographic focus is on the United States and Europe, but the Company is not limited to these regions ³¹. The Management Team will leverage its investment track record, deep sector expertise, and extensive network to source proprietary opportunities and apply disciplined due diligence ³². Post-combination, the Company intends to remain actively involved in supporting the partner company's strategic execution, leveraging relationships, regulatory insight, and operational expertise ³³.

Regarding operational outlook, the Company will cease paying monthly fees for office space, utilities, and secretarial and administrative support ($10,000 per month) and advisory services ($30,000 per month) upon completion of an initial Business Combination or liquidation ³⁴. The deferred underwriting fee of $8,050,000 is payable only upon the consummation of an initial Business Combination ³⁵. The Company has until February 9, 2028, which is 24 months from the closing of its IPO, to consummate an initial Business Combination ³⁶. If the initial Business Combination is not consummated by this deadline, the Company will cease operations, redeem its Public Shares, and liquidate ³⁷.

Planned capital allocation includes using substantially all funds held in the Trust Account, including interest earned (net of taxes and excluding the deferred fee), to complete the Business Combination ³⁸. If share capital or debt is used as consideration, remaining proceeds in the Trust Account will be used as working capital for the target business, other acquisitions, and growth strategies ³⁹. The Sponsor, or its affiliates or certain officers and directors, may loan the Company up to $1,500,000 in Working Capital Loans to fund working capital deficiencies or transaction costs, which may be convertible into Private Placement Units at $10.00 per unit if a Business Combination is completed ⁴⁰. The Company will bear the expenses incurred in connection with the filing of registration statements for the resale of securities held by the Sponsor and other holders of Private Placement Units ⁴¹.

Structural headwinds and execution risks include the possibility of not completing an initial Business Combination within the Combination Period, which would lead to redemption of Public Shares and worthless Warrants ⁴². The Company may be unable to obtain additional financing for a Business Combination or target business operations ⁴³. 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 ⁴⁴. Military or other conflicts and disruptions to capital markets, including inflation, may affect target companies and hinder the Business Combination ⁴⁵. Changes in laws or regulations, or non-compliance, could adversely affect the business ⁴⁶. The ability of Public Shareholders to redeem shares may make the Company financially unattractive to potential targets ⁴⁷. The deferred underwriting fee and potential redemptions could reduce available resources for a Business Combination ⁴⁸.

The Company faces material risks including the potential inability to complete an initial Business Combination within the Combination Period (February 9, 2028), which would result in the redemption of Public Shares and the expiration of Warrants as worthless ⁴⁹. There is a risk of being unable to obtain additional financing for a Business Combination or to fund the operations and growth of a target business, potentially compelling the Company to restructure or abandon a particular Business Combination ⁵⁰. The increasing number of SPACs may lead to greater competition for attractive targets, potentially increasing acquisition costs or making it difficult to find a suitable target ⁵¹. Global geopolitical conditions, such as the Russia-Ukraine conflict and the Middle East conflict, along with inflation and interest rate fluctuations, may materially adversely affect the search for a target or the performance of a post-Business Combination company ⁵². Changes in laws or regulations, or a failure to comply with them, could adversely affect the Company's business and ability to complete a Business Combination ⁵³. The ability of Public Shareholders to redeem their shares for cash, and the payment of the Deferred Fee of $8,050,000, may reduce the financial resources available for a Business Combination and dilute Public Shareholders' investment ⁵⁴. Furthermore, if the Company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements and restricted activities, hindering its ability to complete a Business Combination ⁵⁵.

Management's overall tone emphasizes the Company's strategic focus on high-growth, recession-resilient subsectors that are transitioning from misunderstood or underserved to mainstream markets, leveraging the Management Team's proven investment track record, deep sector expertise, and extensive network to identify and execute a successful Business Combination ⁵⁶. The Company's strategic priorities include actively engaging its network to source proprietary opportunities, applying disciplined due diligence, and remaining actively involved post-combination to support strategic execution, brand amplification, and maximize long-term shareholder value ⁵⁷. Management explicitly states that the Company has until February 9, 2028, to consummate its initial Business Combination ⁵⁸. They also highlight that the Company has begun to generate non-operating income in the form of interest income on investments held in the Trust Account since the IPO in February 2026 ⁵⁹.