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
Date of Report (Date of earliest event reported):
March 27, 2026
CAMBRIDGE ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001- 43106 |
|
98-1915980 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
One Liberty Square, 13th FL
Boston, MA 02109
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (617) 396-4911
Not Applicable
(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 (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01. Other Events.
Separate Trading of Class A Ordinary
Shares and Warrants
On
March 27, 2026, Cambridge Acquisition Corp. (the “Company”) announced that, commencing on March 30, 2026,
the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-third of one
redeemable warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants
included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units
not separated will continue to trade on the Nasdaq Global Market under the symbol “CAQUU.” The Class A Ordinary Shares
and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “CAQ” and “CAQUW,” respectively.
Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer
agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 27, 2026. |
SIGNATURE
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.
| |
CAMBRIDGE
ACQUISITION CORP. |
| |
|
|
| Date: March 27,
2026 |
By: |
/s/Brent
Cox |
| |
|
Name: Brent Cox |
| |
|
Title: Chief Executive Officer |
Exhibit 99.1
Cambridge Acquisition Corp. Announces the Separate
Trading of its Class A
Ordinary Shares and Warrants, Commencing March 30,
2026
New York, NY, March 27, 2026 -- Cambridge
Acquisition Corp. (Nasdaq: CAQUU) (the “Company”) announced today that, commencing March 30, 2026, holders of
the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary
shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols
“CAQ” and “CAQUW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market
under the symbol “CAQUU.”
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities of the Company, 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 may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. 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 prospectus for the Company’s
initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Company Contact
Brent Michael Cox
One Liberty Square, 13th FL
Boston, MA 02109
Telephone: (617) 396-4911
