UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01. Entry into a Material Definitive Agreement.
On February 9, 2026, Cambridge Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”), which consisted of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-third of one redeemable warrant of the Company, (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statements on Form S-1, File No. 333-292147, as amended (the “Registration Statements”), filed with the U.S. Securities and Exchange Commission:
| · | Underwriting Agreement, dated February 5, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| · | Warrant Agreement, dated as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference; |
| · | Letter Agreement, dated February 5, 2026, by and among the Company, Cambridge Sponsor LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; |
| · | Investment Management Trust Agreement, dated as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; |
| · | Registration Rights Agreement, dated as of February 5, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference; |
| · | Private Units Subscription Agreement, dated February 5, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |
| · | Indemnity Agreements, dated as of February 5, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference. |
| · | Administrative Services Agreement, date February 5, 2026, by and between the Company and Cambridge Sponsor LLC, a copy of which is attached as Exhibit 10.6 hereto and incorporated by reference. |
| · | Advisory Services Agreement dated, February 5, 2026, by and between the Company and Subtext Advisors LLC, a copy of which is attached as Exhibit 10.7 here to and incorporated herein by reference. |
| · | Advisory Services Agreement dated, February 5, 2026, by and between the Company and TPE Partners LLC, a copy of which is attached as Exhibit 10.8 here to and incorporated herein by reference. |
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As of February 9, 2026, a total of $230,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $8,050,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of February 9, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 495,500 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $4,955,000. Each Private Unit consists of one Class A Ordinary Share and one-third of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment).
The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statements. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statements) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.
The Private Units were sold pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 9, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association are filed herewith as Exhibit 3.1 and are incorporated by reference herein.
Item 8.01. Other Events.
On February 6, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 9, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 10, 2026
| Cambridge Acquisition Corp. | ||
| By: | /s/ Brent Cox | |
| Name: | Brent Cox | |
| Title: | Chief Executive Officer | |
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