Business Context and Reporting Period
Company: Cambridge Acquisition Corp. (CAQ)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: October 24, 2025).
Business Type: Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a Business Combination with one or more target businesses.
Operational Status: As of December 31, 2025, the Company had not commenced operations and generated no operating revenues. The Company's activities were limited to organizational efforts and preparation for its Initial Public Offering (IPO).
Key Subsequent Event: The Company consummated its IPO on February 9, 2026, selling 23,000,000 Units at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously, it completed a private placement of 495,500 Units to its Sponsor for $4,955,000.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) | Notes |
|---|---|---|
| Revenue | $0 | No operating revenues generated to date. |
| Net Loss | $(63,178) | Attributable to formation, general, and administrative costs. |
| Total Assets | $69,606 | Consists of prepaid expenses ($5,870) and deferred offering costs ($63,736). |
| Total Liabilities | $107,784 | Includes $106,039 in promissory note payable to Sponsor. |
| Shareholders' Deficit | $(38,178) | Includes accumulated deficit of $(63,178). |
| Cash & Equivalents | $0 | Working capital deficit of $(101,914) as of period end. |
| Trust Account Balance | $0 | Funds were deposited into the Trust Account on February 9, 2026, subsequent to the reporting period. |
Material Changes and Subsequent Events
The financial position of the Company changed materially between the reporting date (December 31, 2025) and the filing date due to the consummation of the IPO on February 9, 2026:
- Capital Raised: Gross proceeds of $234,955,000 were raised ($230,000,000 from IPO and $4,955,000 from Private Placement).
- Trust Account: $230,000,000 was deposited into a Trust Account to fund the Business Combination or redemptions.
- Debt Repayment: The outstanding promissory note of $165,233 (as of IPO closing) was fully repaid using IPO proceeds.
- Offering Costs: Total transaction costs of $11,725,502 were incurred, including $3,105,000 in cash underwriting fees and $8,050,000 in deferred underwriting fees.
Outlook, Risks, and Management Commentary
Business Strategy: The Company intends to target businesses in high-growth, recession-resilient subsectors transitioning from misunderstood to mainstream markets, specifically focusing on harm-reduction innovation, wellness-oriented products, and technology-enabled platforms.
Combination Period: The Company has 24 months from the IPO closing (until February 9, 2028) to consummate an initial Business Combination. If unsuccessful, the Company will liquidate and distribute Trust Account funds to shareholders.
Risk Factors:
- Liquidity: Prior to the IPO, the Company relied on a promissory note from the Sponsor. Post-IPO, liquidity is derived from funds held outside the Trust Account.
- Trust Account Claims: Funds in the Trust Account could be subject to claims by creditors, potentially reducing the redemption price below $10.00 per share.
- Market Conditions: Geopolitical conflicts, inflation, and market volatility may impact the ability to identify and complete a Business Combination.
- Dilution: Public shareholders may face significant dilution due to the conversion of Founder Shares and the exercise of warrants.
Investor Verification Checklist
- IPO Closing Date: Verify the exact date of the IPO closing (February 9, 2026) to confirm the start of the 24-month Combination Period.
- Trust Account Composition: Confirm the specific investments held in the Trust Account (U.S. government securities or money market funds) and the interest rate environment affecting the redemption value.
- Deferred Underwriting Fees: Note the $8,050,000 deferred fee payable only upon successful Business Combination, which reduces net cash available for the transaction.
- Sponsor Indemnification: Review the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce the Trust Account balance below $10.00 per share.
- Founder Share Vesting: Confirm the status of the 150,000 Founder Shares assigned to independent directors and their vesting conditions tied to the Business Combination.