Business Context and Reporting Period
Company: Cambridge Acquisition Corp. (Cayman Islands)
Filing Type: Form 8-K (Current Report)
Report Date: February 5, 2026 (Earliest event reported)
Event Date: February 9, 2026 (IPO Consummation)
Business Context: The Company is a Special Purpose Acquisition Company (SPAC) that consummated its Initial Public Offering (IPO) on February 9, 2026. It is classified as an emerging growth company.
Key Financial Metrics
Capital Raised:
- IPO Gross Proceeds: $230,000,000 from the sale of 23,000,000 Units (including 3,000,000 over-allotment units) at $10.00 per Unit.
- Private Placement Proceeds: $4,955,000 from the sale of 495,500 Private Units to the Sponsor at $10.00 per Unit.
- Total Deposited: $230,000,000 (comprising net proceeds from IPO and Private Placement).
- Deferred Underwriting Commissions: $8,050,000 included in the trust deposit.
- Units: Each consists of one Class A ordinary share and one-third of one redeemable warrant.
- Warrant Exercise Price: $11.50 per share.
- Trading Symbols: CAQUU (Units), CAQ (Class A Shares), CAQUW (Warrants) on The Nasdaq Stock Market LLC.
- Revenue/Profit/Cash Flow: Not applicable for this filing; the Company is in the pre-business combination phase.
- Debt: No debt obligations reported in this filing.
Material Changes
This filing represents the initial public listing of the Company. There are no prior comparable periods for financial performance as the Company was previously a private entity. The primary material change is the transition from a private shell company to a publicly traded entity with $230 million in trust capital.
Guidance, Outlook, and Agreements
Management Commentary and Outlook:
- The Company intends to use the proceeds to consummate an initial business combination.
- An audited balance sheet reflecting the IPO proceeds will be filed within four business days of consummation.
- Underwriting Agreement: With BTIG, LLC as representative.
- Warrant Agreement: With Continental Stock Transfer & Trust Company.
- Trust Agreement: With Continental Stock Transfer & Trust Company as trustee.
- Sponsor Agreements: Includes Letter Agreement, Private Units Subscription, and Administrative Services Agreement with Cambridge Sponsor LLC.
- Advisory Agreements: With Subtext Advisors LLC and TPE Partners LLC.
- Registration Rights: Granted to certain security holders.
- Lock-up Period: Private Units holders agreed not to transfer securities until 30 days after the completion of the initial business combination.
- Warrant Redemption: Warrants are redeemable subject to adjustment.
Investor Verification Checklist
- Trust Account Balance: Verify the $230,000,000 deposit in the trust account upon receipt of the upcoming audited balance sheet.
- Deferred Fees: Confirm the $8,050,000 deferred underwriting commission obligation and its payment terms upon business combination.
- Warrant Terms: Review the Warrant Agreement (Exhibit 4.1) for specific redemption triggers and exercise conditions.
- Sponsor Commitment: Verify the Sponsor's holding of 495,500 Private Units and the associated lock-up restrictions.
- Advisory Costs: Review the Administrative and Advisory Services Agreements (Exhibits 10.6, 10.7, 10.8) for ongoing monthly fees or expense reimbursements.