Cambridge Acquisition Corp.

Cambridge Acquisition Corp._March 31, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-43106

Cambridge Acquisition Corp.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1915980
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


One Liberty Square, 13^th FL, Boston, MA		02109
(Address of principal executive offices)		(Zip Code)

(617) 396-4911

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share		CAQUW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 14, 2026, there were 17,424,866 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

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CAMBRIDGE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

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				Page
PART I – FINANCIAL INFORMATION				1

Item 1.		Financial Statements.		1

		Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		1

		Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2026		2

		Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026		3

		Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026		4

		Notes to Unaudited Condensed Financial Statements		5

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19

Item 3.		Quantitative and Qualitative Disclosures About Market Risk.		23

Item 4.		Controls and Procedures.		24

PART II – OTHER INFORMATION				25

Item 1.		Legal Proceedings.		25

Item 1A.		Risk Factors.		25

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.		28

Item 3.		Defaults Upon Senior Securities.		29

Item 4.		Mine Safety Disclosures.		29

Item 5.		Other Information.		29

Item 6.		Exhibits.		30

SIGNATURES				31

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Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

●

“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined below) on March 27, 2026;

●

“Administrative Services Agreement” are to the Administrative Services Agreement, dated February 5, 2026, which we entered into with our Sponsor (as defined below);

●

“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect;

●

“ASC” are to the FASB (as defined below) Accounting Standards Codification;

●

“Board of Directors” or “Board” are to our board of directors;

●

“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

●

“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;

●

“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

●

“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

●

“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to February 9, 2028, that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

●

“Company,” “our,” “we” or “us” are to Cambridge Acquisition Corp., a Cayman Islands exempted company;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Accounts (as defined below) and warrant agent of our Warrants (as defined below);

●

“Deferred Fee” are to the additional fee of 3.50% of the gross proceeds of the Initial Public Offering to which the Underwriters (as defined below) are entitled that is payable only upon our completion of the initial Business Combination;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“FASB” are to the Financial Accounting Standards Board;

●

“Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below);

●

“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on February 9, 2026;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

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●

“IPO Registration Statement” or “Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on December 12, 2025, as amended, and declared effective on January 30, 2026 (File No. 333-292147);

●

“Letter Agreement” are to the Letter Agreement, dated February 5, 2026, which we entered into with our Sponsor and our directors and officers;

●

“Management” or our “Management Team” are to our executive officers and directors;

●

“Nasdaq” are to The Nasdaq Stock Market LLC;

●

“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;

●

“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;

●

“Option Units” are to the 3,000,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below);

●

“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together our ordinary shares, par value $0.0001 per share;

●

“Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised;

●

“Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below);

●

“Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units (as defined below) purchased by our Sponsor in the Private Placement;

●

“Private Placement Units” are to the units issued to our Sponsor in the Private Placement;

●

“Private Placement Units Purchase Agreement” are to the Private Placement Units Purchase Agreement, dated February 5, 2026, which we entered into with our Sponsor;

●

“Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor in the Private Placement;

●

“Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on October 30, 2025;

●

“Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

●

“Public Shares” are to the Class A Ordinary Shares sold as part of the Public Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third one Public Warrant (as defined below)

iii

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●

“Public Warrants” are to the redeemable warrants sold as part of the Public Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

●

“Registration Rights Agreement” are to the Registration Rights Agreement, dated February 5, 2026, which we entered into with the Sponsor and the other holders party thereto;

●

“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) 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 a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“SPAC” are to a special purpose acquisition company;

●

“Sponsor” are to Cambridge Sponsor LLC, a Delaware limited liability company;

●

“Trust Accounts” are to the U.S.-based trust accounts in which an amount of $230,000,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering;

●

“Trust Agreement” are to the Investment Management Trust Agreement, dated February 5, 2026, which we entered into with Continental, as trustee of the Trust Accounts;

●

“Underwriters” are to the several underwriters of the Initial Public Offering;

●

“Underwriting Agreement” are to the Underwriting Agreement, dated February 5, 2026, which we entered into with BTIG, LLC, as representative of the Underwriters;

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“Units” are to the Private Placement Units and the Public Units, together;

●

“US GAAP” are to the accounting principles generally accepted in the United States of America;

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“Warrant Agreement” are to the Warrant Agreement, dated February 5, 2026, which we entered into with Continental, as Warrant agent

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“Warrants” are to the Private Placement Warrants and the Public Warrants, together;

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“Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

●

“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CAMBRIDGE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	March 31,		December 31,
	2026		2025
	(unaudited)
Assets
Current assets
Cash	$	949,401	$	—
Prepaid expenses and insurance		146,388		5,870
Total current assets		1,095,789		5,870
Deferred offering costs		—		63,736
Long-term prepaid insurance		54,886		—
Cash and investments held in Trust Accounts		230,761,174		—
Total Assets	$	231,911,849	$	69,606

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities

Accounts payable and accrued expenses	$	24,767	$	591
Accrued offering costs		75,500		1,154
Promissory Note – related party		—		106,039
Total current liabilities		100,267		107,784
Deferred consulting fees		60,000		—
Deferred underwriting fee		8,050,000		—
Total Liabilities		8,210,267		107,784

Commitments and Contingencies (Note 6)
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 23,000,000 and 0 shares at redemption value of $10.03 and $0 per share as of March 31, 2026 and December 31, 2025, respectively		230,761,174		—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of March 31, 2026 and December 31, 2025		—		—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 495,500 and 0 shares issued and outstanding (excluding 23,000,000 and no shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively		50		—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively ⁽¹⁾		767		767
Additional paid-in capital		—		24,233
Accumulated deficit		(7,060,409)		(63,178)
Total Shareholders’ Deficit		(7,059,592)		(38,178)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	231,911,849	$	69,606

(1)

Includes 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 such, the 1,000,000 Founder Shares are no longer subject to forfeiture (see Note 7).

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CAMBRIDGE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026


Formation, general and administrative costs	$	250,912
Loss from operations		(250,912)

Other income:
Interest earned on cash and investments held in Trust Accounts		761,174
Total other income		761,174

Net income	$	510,262

Basic weighted average Class A Ordinary Shares outstanding		13,053,056

Basic net income per Class A Ordinary Share	$	0.03

Diluted weighted average Class A Ordinary Shares outstanding		13,053,056

Diluted net income per Class A Ordinary Share	$	0.02

Basic weighted average Class B Ordinary Shares outstanding ⁽¹⁾		7,222,223

Basic net income per Class B Ordinary Share	$	0.03

Diluted weighted average Class B Ordinary Shares outstanding ⁽¹⁾		7,666,667

Diluted net income per Class B Ordinary Share	$	0.02

(1)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CAMBRIDGE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026


		Class A					Class B					Additional						Total
		Ordinary Shares					Ordinary Shares					Paid-in			Accumulated			Shareholders’
		Shares		Amount			Shares⁽¹⁾		Amount			Capital			Deficit			Deficit
Balance — January 1, 2026		—		$	—		7,666,667		$	767		$	24,233		$	(63,178)		$	(38,178)

Sale of 495,500 Private Placement Units		495,500			50		—			—			4,954,950			—			4,955,000

Fair value of Public Warrants at issuance		—			—		—			—			3,603,333			—			3,603,333

Allocated value of transaction costs to Private Placement Units and Public Warrants		—			—		—			—			(200,732)			—			(200,732)

Accretion for Class A Ordinary Shares to redemption amount		—			—		—			—			(8,381,784)			(7,507,493)			(15,889,277)

Net income		—			—		—			—			—			510,262			510,262

Balance – March 31, 2026		495,500		$	50		7,666,667		$	767		$	—		$	(7,060,409)		$	(7,059,592)

(1)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CAMBRIDGE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026


Cash Flows from Operating Activities:
Net income	$	510,262
Adjustments to reconcile net income to net cash used in operating activities:
Payment of operation costs through Promissory Note		2,491
Interest earned on cash and investments held in Trust Accounts		(761,174)
Changes in operating assets and liabilities:
Prepaid expenses and insurance		(55,288)
Long-term prepaid insurance		(54,886)
Accounts payable and accrued expenses		24,176
Deferred consulting fees		60,000
Net cash used in operating activities		(274,419)

Cash Flows from Investing Activities:
Investment of cash in Trust Accounts		(230,000,000)
Net cash used in investing activities		(230,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		226,895,000
Proceeds from sale of Private Placement Units		4,955,000
Underwriters’ reimbursement		250,000
Repayment of Promissory Note – related party		(264,083)
Payment of offering costs		(612,097)
Net cash provided by financing activities		231,223,820

Net Change in Cash		949,401
Cash – Beginning of period		—
Cash – End of period	$	949,401

Noncash investing and financing activities:
Offering costs included in accrued offering costs	$	74,346
Deferred offering costs paid through Promissory Note – related party	$	64,453
Prepaid services contributed by Sponsor through Promissory Note - related party	$	91,100
Deferred offering costs paid through prepayment	$	5,870
Deferred underwriting fee payable	$	8,050,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 March 31, 2026, the Company had not commenced any operations. All activity for the period from October 24, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 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. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 495,500 private placement units (the “Private Placement Units,” and together with Public Units, the “Unit”), 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 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.

Transaction costs amounted to $11,725,502, consisting of $2,855,000 of cash underwriting fee (net of $250,000 underwriters’ reimbursement), $8,050,000 of Deferred Fee 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 Accounts (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Accounts) 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 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 Trust Accounts (the “Trust Accounts”) and 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 Accounts, 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 Accounts and instead to hold the funds in the Trust Accounts in cash or in an interest bearing demand deposit account at a bank. Except with respect amount withdrawn to pay taxes, other than excise 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 Accounts 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 by February 9, 2028 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 Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to (1) 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 Company’s Public Shares

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 Accounts 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 “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 Accounts 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 Accounts, less taxes payable, divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Accounts is initially $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 (“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 therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Accounts, including interest earned on the funds held in the Trust Accounts (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, dated February 5, 2026, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and Public Shares in connection with (x) 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 Articles to modify (1) 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 (2) 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 Accounts 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 Accounts 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 Accounts; 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 Accounts to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Accounts as of the date of the liquidation of the Trust Accounts, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable,

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 Accounts (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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the IPO Registration Statement, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 13, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity, Capital Resources, and Going Concern

As of March 31, 2026, the Company had $949,401 in cash and had a working capital of $995,522.

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 Accounts to repay the Working Capital Loans but no proceeds from the Trust Accounts 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 unit at the option of the lender. As of March 31, 2026, no such Working Capital Loans were outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” 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 the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements.

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

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 accompanying unaudited condensed financial statements in conformity with US 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 accompanying unaudited condensed financial statements.

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 accompanying unaudited condensed financial statements, 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.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $949,401 and $0 in cash as of March 31, 2026 and December 31, 2025, respectively, and no cash equivalents.

Cash and Investments Held in Trust Accounts

As of March 31, 2026, the assets held in the Trust Accounts amounting to $230,761,174 are held in US Treasury bills and money market funds. As of December 31, 2025, there were no assets held in the Trust Accounts. The Company classifies its U.S. Treasury bills and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. The investments held in money market funds are classified as trading securities. Gains and losses resulting from the change in fair value of these securities are included in interest earned on cash and investments held in Trust Accounts in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Accounts are determined using available market information.

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company will recognize changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of March 31, 2026, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying condensed balance sheets. As of March 31, 2026, the Class A Ordinary Shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(3,603,333)
Public shares issuance cost		(11,524,770)
Plus:
Accretion of carrying value to redemption value		15,889,277
Class A Ordinary Shares subject to possible redemption, March 31, 2026	$	230,761,174

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.” 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. 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 shareholders’ deficit as the warrants, after Management’s evaluation, the Warrants included in the Public Units 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 accompanying condensed balance sheets, primarily due to its short-term nature.

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), 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 accompanying unaudited condensed 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. 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 March 31, 2026 and 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 are 7,666,667 Public Warrants and 165,167 Private Placement Warrants currently outstanding as of March 31, 2026.

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”), 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.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is calculated by dividing the net income by the weighted average Ordinary Shares outstanding for the respective period. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. Diluted net income per share attributable to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the weighted-average Ordinary Shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, they have been excluded from the calculation of diluted income per Ordinary Share for the period presented.

Founder Shares (as defined in Note 5) issued to the Sponsor were subject to forfeiture contingent upon the exercise of the underwriters’ over-allotment option. For purposes of diluted income per Ordinary Share, the Founder Shares are included in the denominator as of the beginning of the interim period in which the contingent condition was satisfied. Accordingly, the Founder Shares are included in the

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

calculation of diluted earnings per share as if outstanding from the beginning of the interim period upon the full exercise of the over-allotment option on February 9, 2026.

The following tables reflect the calculation of basic and diluted net income per Ordinary Share:


		For the Three Months Ended
		March 31, 2026
		Class A			Class B
Basic net income per Ordinary Share
Numerator:
Allocation of net income		$	328,502		$	181,760
Denominator:
Basic weighted average Ordinary Shares outstanding			13,053,056			7,222,223
Basic net income per Ordinary Share		$	0.03		$	0.03


		For the Three Months Ended
		March 31, 2026
		Class A			Class B
Diluted net income per Ordinary Share
Numerator:
Allocation of net income		$	321,456		$	188,806
Denominator:
Diluted weighted average Ordinary Shares outstanding			13,053,056			7,666,667
Diluted net income per Ordinary Share		$	0.02		$	0.02

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 unaudited condensed 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 (“Public Warrant”). Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Each 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.

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, consisting of one Class A Ordinary Share and one third warrant at a price of $10.00 per unit, generating gross proceeds of $4,955,000. Each whole warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $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, and (ii) are entitled to registration rights.

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CAMBRIDGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 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 of the underwriters’ election to fully exercise their over-allotment option, 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 718. Under FASB ASC 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 as represented by membership interests Founder Shares on February 4, 2026 was $517,500 or $3.45 per share. The Company established the initial fair value of the Founder Shares on February 4, 2026, the date of the grant agreement, using a calculation prepared by a third party valuation team 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 were assigned 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 Founders 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 February 9, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Sponsor and Company 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 Sponsor with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (x) 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 (y) the Company consummates a transaction after the initial Business Combination that 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.

Promissory Note — Related Party

The Sponsor has agreed to loan the Company an aggregate of up to $

SEC Form 10-Q filed by Cambridge Acquisition Corp.