Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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Management’s Annual Report on Internal Control over Financial Reporting
This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
Not applicable.
Item 9B. Other Information.
Trading Arrangements
During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Additional Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
As of the date of this Report, our directors and officers are as follows:
Name
Age
Position
Michael Cam-Phung
42
Chairman
Brent Michael Cox
43
Director and Chief Executive Officer
Anthony Michael Naimo
39
Chief Financial Officer
Christopher Bradley
48
Independent Director
Vanessa Rollings Giannis
51
Independent Director
Eric Sklar
63
Independent Director
The experience of our directors and executive officers is as follows:
Michael Cam-Phung , our Chairman since November 3, 2025, has served as Vice President and Head of Medtech Solutions Strategy at Tekni-Plex, Inc. since May 2025. From January 2019 until its acquisition by Tekni-Plex in 2023, Mr. Cam-Phung was the Chief Strategy Officer of Seisa Medical. Since September 2025, Mr. Cam-Phung has been serving as a board member of Saucey Logistics Inc. Since 2020, he has been serving as the investment director at JHB 2020 Trust. Since 2015, Mr. Cam-Phung has been serving as a board member of Indochino Apparel. Prior to that, from 2009 to 2019, he worked in private equity at Highland Consumer Partners, where he focused on minority and control investments in consumer businesses. Mr. Cam-Phung began his career in investment banking, initially with BMO Capital Markets and subsequently with William Blair & Company. Since 2016, he has also served as an advisor to Bail Capital LLC. Mr. Cam-Phung received a Bachelor of Arts degree in Economics and Public Policy from the University of Chicago. We believe Mr. Cam-Phung is well qualified to serve as a member of the Board due to his prior experience in our target industry, including his role at Bail Capital LLC and its successful investments in various companies. He also has a demonstrated history of guiding portfolio companies through significant growth initiatives and successful exit transactions.
Brent Michael Cox , our Director and Chief Executive Officer since November 3, 2025, is an experienced private equity investment professional, entrepreneur, and board advisor with a background in sourcing, executing and managing investments across multiple industries. He also serves as the Founder and Managing Principal of Subtext Holdings, a private investment firm, a position he has held since 2016. Mr. Cox was a Co-Founder and Partner of The Inception Companies, a private investment firm also founded in 2016 with an emphasis on high-growth emerging markets and regulated industries. From September 2008 to April 2016, he served as a principal investor of the Yucaipa Companies, a private equity firm specializing in LBO’s, rollups, and turnarounds, where he was responsible for sourcing, analyzing and executing investment opportunities, structuring financing for investments, and monitoring the performance and strategic initiatives of its portfolio companies. From 2006 to 2008, Mr. Cox served as an investment banking analyst in the Leveraged Finance Group of Jefferies & Co., a multinational independent investment bank. Mr. Cox currently serves as a director and member of the compensation and audit committee at Ispire Technology (Nasdaq:ISPR) since April 2023. From April 2024 to August 2025, he served as a director and member of the nomination and audit committee of CleanCore Solutions, Inc. (NYSE: ZONE). Since January 2024, he has been serving as a director and audit committee at Viridescent Realty Trust, Inc. Mr. Cox previously served on the boards of Medmen Enterprises Inc. (OTC: MMNFF), The Pharm, LLC, Pacific Dutch Group, LLC, and has also served as a board observer for Soho House & Co Inc. (NYSE: SHCO), Americold Realty Trust (NYSE: COLD), Versacold International Corp, Stephen Webster Limited, Garrard & Co. Limited, and Eimskipafélag Íslands hf. (IC: EIM). Mr. Cox is currently serving on the board of directors for WM Technology Inc. (Nasdaq: MAPS), since January 29, 2026. Mr. Cox received a Bachelor of Science degree in Accounting from the University of Southern California. We believe Mr. Cox is well qualified to serve as a member of the Board due to his prior experience in our target industry and his demonstrated ability to support companies through key operational and strategic initiatives.
Anthony Michael Naimo , our Chief Financial Officer since November 3, 2025, has over 15 years’ financial leadership experience in the luxury consumer goods industry. Mr. Naimo has been serving as the Chief Financial Officer of Sarah Flint, Inc. since July 2020. Since May 2025 Mr. Naimo has been serving as the Managing Director of Procorso LLC, a management consulting firm advising consumer investors and business. Mr. Naimo has a Bachelor’s of Science degree in accounting from DeSales University.
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Christopher Bradley, our director since February 6, 2026, Mr. Bradley is a Managing Director at Mistral Equity Partners, which he joined in 2008. Mr. Bradley brings over 20 years of experience in identifying acquisition candidates, due diligence experience including accounting and financial modeling acumen, and a background in deal structuring. In particular he has extensive experience with companies that have pursued and are pursuing our business model. He currently serves as the Chief Executive Officer, Chief Financial Officer, and Chairman of Haymaker Acquisition Corp. 4, a special purpose acquisition company that announced a proposed business combination on October 9, 2025 with Suncrete, a leading provider of ready to mix concrete operating in the Sunbelt. He served as the Chief Financial Officer of Haymaker III until it completed its business combination in May 2022 with Biote, Corp., and served as an advisor to Biote in 2023 (Nasdaq:BTMD). Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker II from 2019 until its merger with ARKO (Nasdaq:ARKO) in December 2020. He served as the Chief Financial Officer and Secretary of Haymaker I from 2017 until its business combination with OneSpaWorld (Nasdaq:OSW) in December 2019. Since 2016, Mr. Bradley has served as a member of the board of directors of The Beacon Consumer Incubator Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley also previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium - priced charcuterie wholesaler from 2016 to January 2020 and The Lovesac Company, Inc. (Nasdaq:LOVE) from 2010 to 2019. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. (Nasdaq: JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Bank of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. He is also currently serving on the board of directors for Roth CH Acquisition Co. (Nasdaq:USCTF) since September 2023; CSLM Acquisition Corp. III (Nasdaq:KOYN), a special acquisition company, since August 2025; Insomnia Cookies, a retailer of cookies with 350 units across the U.S., Canada, and the United Kingdom, since July 2024; Carnegie Park Capital, a private investment fund, since October 2021; Timber Grove Ventures, a private investment fund, since September 2024; Roth Principal Investments, a private investment fund, since August 2025; WhoBrew, LLC, a franchisee of 7Brew operating in Chicago, Nashville, and Pittsburgh since January 2024; and SUMA Acquisition Corp. (Nasdaq: SUMAU), since March 13, 2026. Mr. Bradley has also served on one of the boards of the University of Chicago since March 2023. We believe Mr. Bradley is well qualified to serve as a member of the Board due to his prior experience with SPAC transactions and his background in managing publicly traded companies.
Vanessa Rollings Giannis , our director since February 6, 2026, Ms. Giannis has 29 years of experience in enhancing fiscal performance and executing strategic corporate development initiatives. Since April 2025 she has been working as the Chief Executive Officer & founder at Convivium Advisors LLC, a Strategic advisory and fractional CFO firm. From October 2022 to November 2024 Ms. Giannis served as the Chief Financial Officer at Big Health LTD/Big Health Inc. From September 2021 to August 2022 Ms. Giannis served as the Chief Operating Officer and Chief Financial Officer of The Coda Collection and Legacy Music Partners LLC, respectively. Ms. Giannis served as the Chief Financial Officer at Tempus AI (f.k.a. Tempus Labs, Inc) from September 2018 to April 2021. Ms. Giannis has a Bachelor’s of Business Administration degree in Accounting from University of Notre Dame and an M.B.A. degree from Kellogg School of Management, Northwestern University. We believe Ms. Giannis is well qualified to serve as a member of the Board due to her prior experience leading corporate formation and growth initiatives, including her work with Tempus AI.
Eric Sklar, our director since February 6, 2026, Sklar has over 40 years of entrepreneurial experience. Since 2017 Mr. Sklar served as the founder and Chief Executive Officer of Napa Valley Fume, LLC a cannabis management company. Mr. Sklar has been serving as the President of Preslar Ventures, Inc. since 2001. From 2012 to 2017 Mr. Sklar served as the founder of Yount Ridge Cellars, LLC. From 2005-2013, he was founder and manager of Alpha Omega Winery, LLC. From 1989 until 1999 he served as Founder and CEO of Burrito Brothers, Inc in Washington, DC. Mr. Sklar is also currently serving as the President of the California Fish and Game Commission. Mr. Sklar has a Bachelor’s in Arts degree in Political Science from University of California, Berkeley, a Diploma in Business Studies from London School of Economics, and an Executive M.B.A. from Georgetown University. We believe Mr. Sklar is well qualified to serve as a member of the Board due to his extensive regulatory and cannabis industry experience, including his prior service in multiple government bodies including as an elected official in St. Helena, CA.
Family Relationships
No family relationships exist between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer.
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Number and Terms of Office of Officers and Directors
Our Board of Directors will consist of five (5) members. Only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), prior to, or in connection with, the completion of our initial Business Combination. Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the votes cast by the holders of Class B Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office for each of our directors will continue until the next annual general meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier resignation, removal or death.
Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.
Committees of the Board of Directors
Audit Committee
Our Board of Directors has established an Audit Committee of the Board of Directors. Eric Sklar, Christopher Bradley and Vanessa Rollings Giannis serve as the members of our Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Eric Sklar, Christopher Bradley and Vanessa Rollings Giannis are each independent.
Ms. Giannis serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Ms. Giannis qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an Audit Committee charter, which will detail the principal functions of the Audit Committee, including:
● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;
● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
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● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities;
● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and
● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents.
Compensation Committee
Our Board of Directors has established a Compensation Committee of our Board of Directors. The members of our Compensation Committee are Eric Sklar, Christopher Bradley and Vanessa Rollings Giannis. Mr. Bradley serves as chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Eric Sklar, Christopher Bradley and Vanessa Rollings Giannis are each independent. We have adopted a Compensation Committee charter, which will detail the principal functions of the Compensation Committee, including:
● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;
● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting management in complying with our proxy statement and annual report disclosure requirements;
● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
● producing a report on executive compensation to be included in our annual proxy statement;
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and
● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.
The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
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Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Eric Sklar, Christopher Bradley and Vanessa Rollings Giannis. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our Board of Directors.
Code of Ethics
We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14.1.
Trading Policies
On January 28, 2026, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.
The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1.
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Item 11. Executive Compensation.
We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:
● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering- related and organizational expenses, of which $165,233, which was the amount outstanding as of February 9, 2026, was fully repaid upon the consummation of our Initial Public Offering;
● Beginning February 9, 2026, upon the closing of our IPO, reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $10,000 per month;
● Beginning February 9, 2026, payment to an affiliate of our Chairman of $15,000 per month for services rendered prior to the consummation of our initial business combination, which amounts will be accrued and will only be payable upon the successful completion of our initial business combination;
● Beginning February 9, 2026, payment to an affiliate of our Chief Executive Officer of $15,000 per month for services rendered prior to the consummation of our initial business combination, which amounts will be accrued and will only be payable upon the successful completion of our initial business combination;
● Payment of consulting, success or finder fees to our Sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial Business Combination;
● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and
● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the Private Placement Units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
In addition to the foregoing, our officers and directors have indirect interests in the Founder Shares held by the Sponsor as compensation for their services as officers and directors of the Company. Our Chairman, Mr. Cam-Phung, as the managing member of our Sponsor, controls the 7,666,667 Founder Shares held by our Sponsor. Additionally, Mr. Cam-Phung, our Chairman, Brent Michael Cox, our Chief Executive Officer, and Anthony Michael Naimo, our Chief Financial Officer, each have indirect interests in 13.58%, 13.58% and 0.65%, respectively, of our outstanding Founder Shares held by our Sponsor .
After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
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Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the Board of Directors for determination, either by a Compensation Committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.
We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Compensation Recovery and Clawback Policy
On January 28, 2026, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97.1.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 27, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;
● each of our executive officers and directors that beneficially owns our Ordinary Shares; and
● all our executive officers and directors as a group.
In the table below, percentage ownership is based on 31,162,167 Ordinary Shares, consisting of (i) 23,495,500 Class A Ordinary Shares and (ii) 7,666,667 Class B Ordinary Shares, issued and outstanding as of March 27, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
Class A Ordinary Shares
Class B Ordinary Shares
Approximate
Percentage
Number of
Number of
of Total
Shares
Approximate
Shares
Approximate
Outstanding
Beneficially
Percentage
Beneficially (2)
Percentage
Ordinary
Name and Address of Beneficial Owner (1)
Owned
of Class
Owned
of Class
Shares
Cambridge Sponsor LLC (3)
495,500
2.11
%
7,666,667
100.00
%
26.19
%
Michael Cam-Phung (3)(4)
495,500
2.11
%
7,666,667
100.00
%
26.19
%
Brent Michael Cox (4)
Anthony Michael Naimo (4)
Christopher Bradley (4)
Vanessa Rollings Giannis (4)
Eric Sklar (4)
All officers and directors as a group (Six persons)
495,500
2.11
%
7,666,667
100.00
%
26.19
%
(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Cambridge Acquisition Corp., One Liberty Square, 13th FL, Boston, MA 02109.
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(2) Interests shown consist of (i) 7,666,667 Founder Shares, classified as Class B Ordinary Shares, and (ii) 495,500 Class A Ordinary Shares included in the Private Placement Units. Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
(3) Our Sponsor is the record holder of such shares. Mr. Cam-Phung is the managing member of our Sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Mr. Cam-Phung disclaims any beneficial ownership of the securities held by Cambridge Sponsor LLC other than to the extent of any pecuniary interest he may individually have therein, directly or indirectly.
(4) Does not include indirect interests of our Management Team in the Sponsor. Our Sponsor has allocated 50,000 Founder Shares to each of our independent directors and our Chief Financial Officer, and 1,040,834 Founder Shares to each of our Chief Executive Officer and Chairman.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Changes in Control
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On October 30, 2025, our Sponsor purchased, and the Company issued to the Sponsor, 7,666,667 Class B Ordinary Shares for an aggregate purchase price of $25,000 or approximately $0.003 per share.
We will pay $15,000 per month to affiliates of each of our Chairman and Chief Executive Officer for services rendered prior to the consummation of our initial Business Combination; such amounts will be accrued and will only be payable upon the successful completion of our initial Business Combination.
Our Sponsor purchased an aggregate of 495,500 Private Placement Units, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $10.00 per unit, or $4,955,000 in the aggregate, in a private placement that closed simultaneously with the closing of our Initial Public Offering. The Private Placement Units will be identical to the Public Units sold except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (including the component securities as well as any securities underlying those component securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and (ii) will be entitled to registration rights.
The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at
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a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, advisors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account.
We will reimburse our Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.
In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per Unit at the option of the applicable lender. Such units would be identical to The Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
Director Independence
Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the Board of Directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Eric Sklar, Christopher Bradley and Vanessa Rollings Giannis are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.
Item 14 . Principal Accountant Fees and Services.
The following is a summary of fees paid or to be paid to Withum for services rendered.
Audit Fees
Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements for t for the period from October 24, 2025 (inception) through December 31, 2025 totaled approximately $63,805. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.
Audit-Related Fees
Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from October 24, 2025 (inception) through December 31, 2025.
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Tax Fees
Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from October 24, 2025 (inception) through December 31, 2025.
All Other Fees
All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period from October 24, 2025 (inception) through December 31, 2025.
Pre-Approval Policy
Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Report:
(1) Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)
F-2
Financial Statements:
Balance Sheet as of December 31, 2025
F-3
Statement of Operations for the Period from October 24, 2025 (Inception) Through December 31, 2025
F-4
Statement of Changes in Shareholders’ Deficit for the Period from October 24, 2025 (Inception) Through December 31, 2025
F-5
Statement of Cash Flows for the Period from October 24, 2025 (Inception) Through December 31, 2025
F-6
Notes to Financial Statements
F-7 to F-18
(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.
(3) Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.
Item 16.
Form 10-K Summary.
Omitted at our Company’s option.
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CAMBRIDGE ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
F-2
Financial Statements:
Balance Sheet as of December 31, 2025
F-3
Statement of Operations for the Period from October 24, 2025 (inception) through December 31, 2025
F-4
Statement of Changes in Shareholder’s Deficit for the Period from October 24, 2025 (inception) through December 31, 2025
F-5
Statement of Cash Flows for the Period from October 24, 2025 (inception) through December 31, 2025
F-6
Notes to Financial Statements
F-7 to F-18
F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Cambridge Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Cambridge Acquisition Corp. as of December 31, 2025 and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from October 24, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Cambridge Acquisition Corp. as of December 31, 2025, and the results of its operations and its cash flows for the period from October 24, 2025 (inception) through December 31, 2025, in conformity with the accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2025.
New York, New York
March 27, 2026
PCAOB ID Number 100
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CAMBRIDGE ACQUISITION CORP.
BALANCE SHEET
DECEMBER 31, 2025
Assets
Current assets
Prepaid expenses
$
5,870
Total current assets
5,870
Deferred offering costs
63,736
Total Assets
$
69,606
Liabilities and Shareholder’s Deficit
Current liabilities
Accrued expenses
$
591
Accrued offering costs
1,154
Promissory note – related party
106,039
Total current liabilities
107,784
Total Liabilities
107,784
Commitments and Contingencies (Note 6)
Shareholder’s Deficit
Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
—
Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued or outstanding
—
Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding
767
Additional paid-in capital
24,233
Accumulated deficit
( 63,178 )
Total Shareholder’s Deficit
( 38,178 )
Total Liabilities and Shareholder’s Deficit
$
69,606
The accompanying notes are an integral part of the financial statements.
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CAMBRIDGE ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Formation, general, and administrative costs
$
63,178
Net loss
$
( 63,178 )
Weighted average shares outstanding, Class B ordinary shares (1)
6,666,667
Basic and diluted net loss per share, Class B ordinary shares
$
( 0.01 )
(1) Excludes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On February 9, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5).
The accompanying notes are an integral part of the financial statements.
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CAMBRIDGE ACQUISITION CORP.
STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT
FOR THE PERIOD FROM OCTOBER 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Class A
Class B
Additional
Total
Ordinary Shares
Ordinary Shares
Paid-in
Accumulated
Shareholder’s
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance — October 24, 2025 (Inception)
—
$
—
—
$
—
$
—
$
—
$
—
Issuance of Class B ordinary shares to Sponsor
—
—
7,666,667
767
24,233
—
25,000
Net loss
—
—
—
—
—
( 63,178 )
( 63,178 )
Balance – December 31, 2025
—
$
—
7,666,667
$
767
$
24,233
$
( 63,178 )
$
( 38,178 )
The accompanying notes are an integral part of these financial statements.
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CAMBRIDGE ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Cash Flows from Operating Activities:
Net loss
$
( 63,178 )
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary share
15,548
Payment of general and administrative costs through promissory note – related party
47,039
Changes in operating assets and liabilities:
Accrued expenses
591
Net cash used in operating activities
—
Net Change in Cash
—
Cash – Beginning of period
—
Cash – End of period
$
—
Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs
$
1,154
Deferred offering costs paid through promissory note – related party
$
59,000
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
$
5,870
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
$
3,582
The accompanying notes are an integral part of the financial statements.
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CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 1 — Organization and Business Operations
Cambridge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 24, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of December 31, 2025, the Company had not commenced any operations. All activity for the period from October 24, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s Sponsor is Cambridge Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 30, 2026. On February 9, 2026, the Company consummated the Initial Public Offering of 23,000,000 units (the “Public Units”) at $ 10.00 per Public Unit which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Units, at $ 10.00 per Public Unit, generating gross proceeds of $ 230,000,000 . Each Public Unit consists of one Class A ordinary share and one -third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 495,500 private placement units (the “Private Placement Units”), at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $ 4,955,000 . Each Private Placement Unit is identical to the Public Units sold in the Initial Public Offering, except as described in the Company’s prospectus.
Transaction costs amounted to $ 11,725,502 , consisting of $ 2,855,000 of cash underwriting fees (net of $ 250,000 underwriters’ reimbursement), $ 8,050,000 of deferred underwriting fees, and $ 820,502 of other offering costs.
The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Upon the closing of the Initial Public Offering on February 9, 2026, an amount of $ 230,000,000 ($ 10.00 per Public Unit) from the net proceeds of the sale of the Public Units, and a portion of the net proceeds from the sale of the Private Placement Units, was held in a U.S. trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company, acting as the trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance
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CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account, less taxes payable, divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share.
The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefore), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the completion window.
The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to
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CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Liquidity and Capital Resources
The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (Note 5). As of December 31, 2025, the Company had no cash and had a working capital deficit of $ 101,914 .
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per Private Placement Unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has completed its Initial Public Offering on February 9, 2026, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Net Loss Per Class B Ordinary Share
Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 7). As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented.
Deferred Offering Costs
The Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On February 9, 2026, upon completion of the Initial Public Offering, offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Placement Units were charged to shareholder’s deficit as the warrants, after management’s evaluation, were accounted for under equity treatment.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
F-10
Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Warrant Instruments
The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There were no Public Warrants and Private Placement Warrants issued or outstanding as of December 31, 2025.
Share-Based Compensation
The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation,” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using the Monte Carlo model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering on February 9, 2026, the Company sold 23,000,000 Public Units, which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Public Units, at a purchase price of $ 10.00 per Public Unit, generating gross proceeds of $ 230,000,000 . Each Public Unit consists of one Class A ordinary share, and one -third of one redeemable warrant (each “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each Public Warrant becomes exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
F-11
Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering on February 9, 2026, the Sponsor purchased 495,500 Private Placement Units, at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 4,955,000 . Each Private Placement Unit consists of one Class A ordinary share and one -third of one warrant (each “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at $ 11.50 per share, subject to adjustment. Each Private Placement Warrant becomes exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights.
Note 5 — Related Party Transactions
Founder Shares
On October 30, 2025, the Company issued an aggregate of 7,666,667 Class B ordinary shares, $ 0.0001 par value (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 1,000,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On February 9, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 1,000,000 Founder Shares are no longer subject to forfeiture.
On February 4, 2026, the Sponsor assigned and transferred membership interests equivalent to an aggregate of 150,000 Founder Shares to three independent directors of the Company for their services as independent directors through the Company’s initial Business Combination. The Founder Shares as represented by membership interests shall vest only upon the consummation of the Company’s initial Business Combination. The assignment and transfer of the membership interests representing Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 150,000 Founder Shares as represented by membership interests on February 4, 2026 was $ 517,500 or $ 3.45 per share. The Company established the initial fair value of the Founder Shares as represented by membership interests on February 4, 2026, the date of the grant agreement, using a calculation prepared by a third-party valuation expert which takes into consideration the implied Class A share price of $ 9.86 , and probability of de-SPAC and instrument-specific market adjustment of 35.0 %. The Founder Shares as represented by membership interests assigned and transferred were subject to a performance condition (i.e., the occurrence of Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares as represented by membership interests times the fair value per share at grant date (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares as represented by membership interests. As of December 31, 2025, prior to the grant date, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.
The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 30 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
F-12
Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Promissory Note — Related Party
The Sponsor has agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of February 28, 2026 or the closing date of the Initial Public Offering. As of December 31, 2025, the Company had $ 106,039 outstanding in borrowings under the promissory note. As of February 9, 2026, the Initial Public Offering closing date, the Company had borrowed a total of $ 165,233 under the promissory note. Subsequently on February 9, 2026, the Company fully settled the total outstanding borrowings under the promissory note. Borrowings under the promissory note are no longer available.
Administrative Services Agreement
The Company entered into an agreement with the Sponsor or an affiliate of the Sponsor, commencing on February 5, 2026, the date when the Company’s securities were first listed to Nasdaq, to pay an aggregate of $ 10,000 per month for office space, utilities and secretarial and administrative support services. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of December 31, 2025, the arrangement had not been executed, and no fees for these services were incurred or accrued.
Advisory Service Agreement
The Company entered into advisory service agreements with the affiliates of our CEO and Chairman, commencing on February 5, 2026, to pay an aggregate of $ 15,000 each, per month (an aggregate of $ 30,000 per month), for advisory services relating to the Company’s search for and consummation of an initial Business Combination. The amounts are accrued and will only be payable upon the completion of the initial Business Combination. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of December 31, 2025, the arrangement had not been executed, and no fees for these services were incurred or accrued.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $ 10.00 per Private Placement Unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding.
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in 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 the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights
The holders of the Founder Shares, Private Placement Units and the Class A ordinary shares underlying the warrants contained in such Private Placement Units and Private Placement Units that may be issued upon conversion of the Working Capital Loans will have
F-13
Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short-from demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the underwriters may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters’ Agreement
The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Public Units to cover over-allotments, if any. On February 9, 2026, the underwriters exercised their over-allotment option, closing on the 3,000,000 additional Public Units simultaneously with the Initial Public Offering.
The underwriters were paid a cash underwriting discount of $ 3,105,000 upon the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting fee of $ 8,050,000 in the aggregate, payable to the representative on behalf of the underwriters only upon the consummation of an initial Business Combination.
Capital Markets Advisor
The Klein Group, LLC (“The Klein Group”), an affiliate of M. Klein and Company, a global strategic advisory firm, is acting as the capital markets advisor in connection with the Company’s Initial Public Offering. The Klein Group was engaged to represent the Company’s interests only and is independent of the underwriters. The Klein Group is not acting as an underwriter in connection with Initial Public Offering, it will not identify or solicit potential investors for the Initial Public Offering or otherwise be involved in the distribution of the Initial Public Offering. Accordingly, The Klein Group is neither purchasing Public Units in the Initial Public Offering nor offering Public Units to the public in connection with the Initial Public Offering, and is not otherwise participating in the Initial Public Offering as defined under FINRA Rule 5110. As of December 31, 2025, no amount has been incurred and accrued pursuant to the agreement.
Note 7 — Shareholders’ Deficit
Preference Shares
The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 . As of December 31, 2025, there were no preference shares issued or outstanding.
Class A Ordinary Shares
The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary Shares
The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were 7,666,667 Class B ordinary shares issued and outstanding. The Founder Shares include an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriter in full. On February 9, 2026, the underwriters exercised their over-allotment option in full settled as part of the closing of the Initial Public Offering. As a result, the 1,000,000 Founder Shares are no longer subject to forfeiture by the Sponsor.
F-14
Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one -for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, approximately 25 % of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the IPO (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Units issued to the Sponsor), plus (ii) all ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any units issued to the Sponsor or any of its affiliates or to the officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of Founder Shares will never occur on a less than one -for-one basis.
Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares are not entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Warrants
As of December 31, 2025, there were no Public Warrants and Private Placement Warrants issued or outstanding . Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is
F-15
Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00
The Company may redeem the outstanding warrants:
● in whole and not in part;
● at a price of $ 0.01 per warrant;
● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”); and
● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 - trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company send the notice of redemption to the warrant holders.
Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for
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Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
Note 8 — Segment Information
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:
December 31,
2025
Prepaid expense
$
5,870
Deferred offering costs
$
63,736
For the
Period from
October 24,
2025
(Inception)
Through
December 31,
2025
Formation, general, and administrative costs
$
63,178
The CODM reviews formation, general, and administrative costs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
The CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering. The CODM will review the interests and/or dividends that will be earned and accrued on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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Table of Contents
CAMBRIDGE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The registration statement for the Company’s Initial Public Offering was declared effective on January 30, 2026.
On February 4, 2026, the Sponsor assigned and transferred membership interests equivalent to an aggregate of 150,000 Founder Shares to three independent directors of the Company for their services as independent directors through the Company’s initial Business Combination. The Founder Shares as represented by membership interests shall vest only upon the consummation of the Company’s initial Business Combination.
On February 5, 2026, the Company entered into an agreement with the Sponsor or an affiliate of the Sponsor to pay an aggregate of $ 10,000 per month for office space, utilities and secretarial and administrative support services. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees.
On February 5, 2026, the Company entered into advisory service agreements with affiliates of our CEO and Chairman to pay an aggregate of $ 15,000 each, per month (an aggregate of $ 30,000 per month), for advisory services relating to the Company’s search for and consummation of an initial Business Combination. The amounts are accrued and will only be payable upon the completion of the initial Business Combination. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees.
On February 9, 2026, the Company consummated the Initial Public Offering of 23,000,000 Public Units at $ 10.00 per Public Unit which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Units, at $ 10.00 per Public Unit, generating gross proceeds of $ 230,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 495,500 Private Placement Units, at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $ 4,955,000 .
Upon the closing of the Initial Public Offering on February 9, 2026, an amount of $ 230,000,000 ($ 10.00 per Public Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was held in a Trust Account.
On February 9, 2026, the underwriters were paid a cash underwriting discount of $ 3,105,000 upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of $ 8,050,000 in the aggregate, which was deposited into the Trust Account and is payable to the representative on behalf of the underwriters only upon the consummation of an initial Business Combination.
On February 9, 2026, the Company paid The Klein Group $ 250,000 for its services as the capital markets advisor in connection with the Initial Public Offering.
As of February 9, 2026, the Initial Public Offering closing date, the Company had borrowed a total of $ 165,233 under the promissory note. Subsequently on February 9, 2026, the Company fully settled the total outstanding borrowings under the promissory note. Borrowings under the promissory note are no longer available.
F-18
Table of Contents
EXHIBIT INDEX
No.
Description of Exhibit
1
Underwriting Agreement, dated February 5, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters. (3)
3.1
Memorandum and Articles of Association. (1)
3.2
Amended and Restated Memorandum and Articles of Association. (3)
4.1
Specimen Unit Certificate. (2)
4.2
Specimen Ordinary Share Certificate. (2)
4.3
Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4).
4.4
Warrant Agreement, dated February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3)
4.5
Description of Registered Securities.*
10.1
Promissory Note dated October 30, 2025, issued to Cambridge Sponsor LLC. (1)
10.2
Securities Subscription Agreement dated October 30, 2025, by and between Cambridge Sponsor LLC and the Company. (1)
10.3
Letter Agreement, dated February 5, 2026, by and among the Company, Cambridge Sponsor LLC and each of the officers and directors of the Registrant. (3)
10.4
Investment Management Trust Agreement, dated as of February 5, 2026, by and between Continental Stock Transfer & Trust Company and the Registrant. (3)
10.5
Registration Rights Agreement, dated February 5, 2026, by and among the Company, Cambridge Sponsor LLC and the Holders signatory thereto. (3)
10.6
Form of Indemnity Agreement, dated February 5, 2026, by and between the Company and each of the officers and directors of the Company. (3)
10.7
Administrative Services Agreement, dated February 5, 2026, by and between the Company and Cambridge Sponsor LLC. (3)
10.8
Private Units Purchase Agreement between the Registrant and Cambridge Sponsor LLC, dated February 5, 2026, by and between the Company and Cambridge Sponsor LLC. (3)
10.9
Advisory Services Agreement dated, February 5, 2026, by and between the Company and Subtext Advisors LLC. (3)
10.10
Advisory Services Agreement dated, February 5, 2026, by and between the Company and TPE Partners LLC. (3)
14.1
Code of Business Conduct and Ethics, adopted January 28, 2026.*
19
Insider Trading Policies and Procedures, adopted January 28, 2026.*
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97.1
Executive Compensation Clawback Policy, adopted January 28, 2026.*
99.1
Audit Committee Charter.*
99.2
Compensation Committee Charter.*
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*
55
Table of Contents
*
Filed herewith.
**
Furnished herewith.
(1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333- 292147), filed with the SEC on December 15, 2025.
(2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333- 292147), filed with the SEC on January 30, 2026.
(3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 10, 2026.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 27, 2026
Cambridge Acquisition Corp.
By:
/s/ Brent Michael Cox
Name:
Brent Michael Cox
Title:
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name
Position
Date
/s/ Brent Michael Cox
Chief Executive Officer
March 27, 2026
Brent Michael Cox
(Principal Executive Officer)
/s/ Anthony Michael Naimo
Chief Financial Officer
March 27, 2026
Anthony Michael Naimo
(Principal Financial and Accounting Officer)
/s/ Michael Cam-Phung
Chairman
March 27, 2026
Michael Cam-Phung
/s/ Christopher Bradley
Director
March 27, 2026
Christopher Bradley
/s/ Vanessa Rollings Giannis
Director
March 27, 2026
Vanessa Rollings Giannis
/s/ Eric Sklar
Director
March 27, 2026
Eric Sklar
57