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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
February 5, 2026
Date of Report (Date of earliest event reported)
Cambridge Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-43106 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| One Liberty Square, 13th FL Boston, MA |
|
02109 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 617-396-4911
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CAQUU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CAQ |
|
The Nasdaq Stock Market LLC |
| Warrants entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share |
|
CAQUW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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. |
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated
February 5, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum
and Articles of Association |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated
as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent |
| |
|
|
| 10.1 |
|
Letter Agreement, dated February
5, 2026, by and among the Company, Cambridge Sponsor LLC, the initial shareholders and the officers and directors of the Company |
| |
|
|
| 10.2 |
|
Investment Management Trust
Agreement, dated as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| |
|
|
| 10.3 |
|
Registration Rights Agreement,
dated as of February 5, 2026, by and among the Company and certain security holders of the Company |
| |
|
|
| 10.4 |
|
Private Units Subscription
Agreement, dated February 5, 2026, by and between the Company and Cambridge Sponsor LLC |
| |
|
|
| 10.5 |
|
Form of Indemnity Agreement, dated
as of February 5, 2026, by and between the Company and each of the officers and directors of the Company |
| |
|
|
| 10.6 |
|
Administrative Services Agreement,
dated February 5, 2026, by and between the Company and Cambridge Sponsor LLC |
| |
|
|
| 10.7 |
|
Advisory Services Agreement
dated, February 5, 2026, by and between the Company and Subtext Advisors LLC |
| |
|
|
| 10.8 |
|
Advisory Services Agreement
dated, February 5, 2026, by and between the Company and TPE Partners LLC |
| |
|
|
| 99.1 |
|
Press Release Dated February
6, 2026 |
| |
|
|
| 99.2 |
|
Press Release Dated February
9, 2026 |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form
8-K, formatted in Inline XBRL |
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 |
|
Exhibit 99.1
Cambridge Acquisition
Corp. Announces the Pricing of
$200 Million Initial
Public Offering
New York, NY, February 6, 2026 – Cambridge
Acquisition Corp. (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted
company and led by our Chairman, Michael Cam- Phung, Chief Executive Officer, Brent Michael Cox and Chief Financial Officer, Anthony Michael
Naimo, today announced the pricing of its initial public offering of 20,000,000 units at an offering price of $10.00 per unit, with each
unit consisting of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant will entitle the holder thereof
to purchase one Class A ordinary share at $11.50 per share. The units are expected to trade on the Global Market tier of the Nasdaq Stock
Market (“Nasdaq”) under the ticker symbol “CAQUU” beginning February 6, 2026. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the
ordinary shares and the warrants are expected to be traded on Nasdaq under the symbols “CAQ” and “CAQUW,” respectively.
BTIG, LLC is acting as sole book-running manager
for the offering.
The Company has granted
the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments,
if any. The offering is expected to close on February 9, 2026 subject to customary closing conditions.
A registration statement
relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the
“SEC”) on January 30, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus
may be obtained from: BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com, or by accessing
the SEC’s website at www.sec.gov.
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
About Cambridge Acquisition Corp.
Cambridge Acquisition
Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of
effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses, which we refer to throughout this prospectus as our initial business combination.
Forward-Looking Statements
This press release contains
statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering
(“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed above will be
completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Contacts:
Brent Michael Cox
One Liberty Square, 13th FL
Boston, MA 02109
Telephone: (617) 396-4911
Exhibit 99.2
Cambridge Acquisition
Corp. Announces Closing of
$230 Million Initial
Public Offering
Boston, MA, February 9, 2026 – Cambridge
Acquisition Corp. (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted
company and led by Chairman, Michael Cam- Phung, Chief Executive Officer, Brent Michael Cox and Chief Financial Officer, Anthony Michael
Naimo, today announced the closing of its initial public offering of 23,000,000 units, which includes 3,000,000 units issued pursuant
to the full exercise by the underwriters of their over-allotment option, at an offering price of $10.00 per unit, resulting in gross proceeds
of $230,000,000.
The units began trading on the Global Market tier
of the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “CAQUU” on February 6, 2026. Each unit consists
of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at $11.50 per share. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Once the securities comprising the units begin separate trading, the ordinary shares and the warrants are expected to be traded
on Nasdaq under the symbols “CAQ” and “CAQUW,” respectively.
BTIG, LLC acted as sole book-running manager for
the offering.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January
30, 2026. The offering was made only by means of a prospectus, copies of which may be obtained from: BTIG, LLC, 65 East 55th Street, New
York, New York 10022, or by email at ProspectusDelivery@btig.com, or by accessing the SEC’s website at www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cambridge Acquisition Corp.
Cambridge Acquisition Corp. is a blank check company,
also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release
contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public
offering (“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed above
will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk
Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Contacts:
Brent Michael Cox
One Liberty Square, 13th FL
Boston, MA 02109
Telephone: (617) 396-4911
