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Cambridge Acquisition (NASDAQ: CAQUU) outlines sponsor’s 7.67M Class B stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3/A

Rhea-AI Filing Summary

Cambridge Acquisition Corp. filed an amended initial ownership report showing that Cambridge Sponsor LLC holds 7,666,667 Class B ordinary shares indirectly attributed to director and ten percent owner Michael Cam‑Phung.

According to the disclosure, these Class B ordinary shares were acquired by the Sponsor under a subscription agreement with the company and may automatically convert to Class A ordinary shares on a one-for-one basis upon, or immediately following, the company’s initial business combination or earlier at the holder’s option, subject to adjustments. The total includes up to 1,000,000 shares that are subject to forfeiture if the underwriters do not fully exercise their over-allotment option. The Sponsor is the record holder, and Cam‑Phung may be deemed to have beneficial ownership through his managing member role but disclaims beneficial ownership beyond any pecuniary interest.

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Insider Cam-Phung Michael Tam, Cambridge Sponsor LLC
Role Director, 10% Owner | 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 7,666,667 shares (Indirect, See Footnotes)
Footnotes (1)
  1. As described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333- 292147), under the heading "Description of Securities - Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments. These shares represent the Class B ordinary shares held by Cambridge Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. The Sponsor is the record holder of such shares. Michael Cam- Phung, as the managing member of the Sponsor, holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Cam- Phung may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Cam- Phung disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Cam-Phung Michael Tam
(Last) (First) (Middle)
C/O CAMBRIDGE ACQUISITION CORP
ONE LIBERTY SQUARE, 13TH FL
(Street)
BOSTON MA 02109
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026 		3. Issuer Name and Ticker or Trading Symbol
Cambridge Acquisition Corp. [ CAQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
01/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) (1) Class A Ordinary Shares 7,666,667(2) (1) I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
Cam-Phung Michael Tam
(Last) (First) (Middle)
C/O CAMBRIDGE ACQUISITION CORP
ONE LIBERTY SQUARE, 13TH FL
(Street)
BOSTON MA 02109
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cambridge Sponsor LLC
(Last) (First) (Middle)
ONE LIBERTY SQUARE, 13TH FL
(Street)
BOSTON MA 02109
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333- 292147), under the heading "Description of Securities - Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments.
2. These shares represent the Class B ordinary shares held by Cambridge Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,000,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. The Sponsor is the record holder of such shares. Michael Cam- Phung, as the managing member of the Sponsor, holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Cam- Phung may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Cam- Phung disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Remarks:
This Form 3/A amends the Form 3 filing dated January 30, 2026 (the "Original Form 3") solely to add Cambridge Sponsor LLC (the "Sponsor") as an additional Reporting Person. Although Sponsor was disclosed in the Original Form 3, it was not included as a Reporting Person because it did not have codes for the EDGAR system at such time. Other than including the Sponsor as additional reporting persons, this form contains no amendment to the Original Form 3.
/s/ Michael Cam- Phung 03/05/2026
/s/ Cambridge Sponsor LLC 03/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

How many Class B shares are reported for Cambridge Acquisition Corp. (CAQUU)?

The filing reports that Cambridge Sponsor LLC holds 7,666,667 Class B ordinary shares. These shares are attributed indirectly to Michael Cam‑Phung as managing member of the Sponsor, subject to his disclaimer of beneficial ownership beyond any pecuniary interest.

What is the conversion feature of Cambridge Acquisition Corp. (CAQUU) Class B shares?

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs concurrently with or immediately following the company’s initial business combination, or earlier at the holder’s option, and is subject to certain adjustments described in the registration statement.

How many Cambridge Acquisition Corp. (CAQUU) Class B shares are subject to forfeiture?

The filing states that up to 1,000,000 Class B ordinary shares are subject to forfeiture. This forfeiture would occur if the underwriters of the initial public offering do not exercise their over-allotment option in full, as outlined in the company’s registration statement.

Who is the record holder of the Cambridge Acquisition Corp. (CAQUU) Class B shares?

Cambridge Sponsor LLC is identified as the record holder of the Class B ordinary shares. Michael Cam‑Phung, as managing member of the Sponsor, has voting and investment discretion over these shares, subject to his disclaimer of beneficial ownership beyond any pecuniary interest.

How is Michael Cam‑Phung’s ownership in Cambridge Acquisition Corp. (CAQUU) characterized?

Michael Cam‑Phung may be deemed to have beneficial ownership of securities held by Cambridge Sponsor LLC through his managing member role. However, he expressly disclaims beneficial ownership of those securities except to the extent of any direct or indirect pecuniary interest.

How were the Cambridge Acquisition Corp. (CAQUU) Class B shares acquired by the Sponsor?

The reported Class B ordinary shares were acquired by Cambridge Sponsor LLC under a subscription agreement with Cambridge Acquisition Corp. This agreement is referenced in the company’s registration statement describing the founder shares and their associated terms.