Cambridge Acquisition Corp.

Cambridge Acquisition Corp._June 30, 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 June 30, 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 Floor, Boston, Massachusetts		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 August 11, 2026, there were 23,495,500 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 JUNE 30, 2026

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				Page
PART I – FINANCIAL INFORMATION				1

Item 1.		Financial Statements.		1

		Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		1

		Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026		2

		Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026		3

		Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 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.		25

Item 3.		Defaults Upon Senior Securities.		26

Item 4.		Mine Safety Disclosures.		26

Item 5.		Other Information.		26

Item 6.		Exhibits.		27

SIGNATURES				28

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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;

●

“2026 First Quarter Quarterly Report” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the SEC on May 15, 2026;

●

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

●

“Advisory Services Agreements” are to the (i) Advisory Services Agreement, dated February 5, 2026, which we entered into with Subtext Advisors LLC and (ii) Advisory Services Agreement, dated February 5, 2026, which we entered into with TPE Partners LLC, together;

●

“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 during 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 Account (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);

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●

“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;

●

“IPO 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;

●

“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on December 15, 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, 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;

●

“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 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;

●

“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 included within the Public Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market);

iii

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●

“Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one-third one Public Warrant (as defined below);

●

“Public Warrants” are to the redeemable warrants included within the Public Units (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 June 30, 2026;

●

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

●

“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 Account” are to the U.S.-based trust account 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;

●

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

●

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

●

“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;

●

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


	June 30,		December 31,
	2026		2025
	(unaudited)
Assets
Current assets
Cash	$	866,504	$	—
Prepaid expenses and insurance		113,128		5,870
Total current assets		979,632		5,870
Deferred offering costs		—		63,736
Long-term prepaid insurance		38,652		—
Cash and investments held in Trust Account		233,182,130		—
Total Assets	$	234,200,414	$	69,606

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

Accounts payable and accrued expenses	$	56,100	$	591
Accrued offering costs		75,000		1,154
IPO Promissory Note – related party		—		106,039
Total current liabilities		131,100		107,784
Deferred consulting fees		150,000		—
Deferred Fee		8,050,000		—
Total Liabilities		8,331,100		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 $10.14 and $0 per share as of June 30, 2026 and December 31, 2025, respectively		233,182,130		—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025, respectively		767		767	⁽¹⁾
Additional paid-in capital		—		24,233
Accumulated deficit		(7,313,633)		(63,178)
Total Shareholders’ Deficit		(7,312,816)		(38,178)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	234,200,414	$	69,606

(1)

Includes up to 1,000,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was 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 STATEMENTS OF OPERATIONS


		For the		For the
		Three Months		Six Months
		Ended		Ended
		June 30,		June 30,
		2026		2026
Formation, general and administrative costs	$	253,224	$	504,136
Loss from operations		(253,224)		(504,136)

Other income:
Interest earned on cash and investments held in Trust Account		2,420,956		3,182,130
Total other income		2,420,956		3,182,130

Net income	$	2,167,732	$	2,677,994

Basic weighted average Class A Ordinary Shares outstanding		23,495,500		18,303,124

Basic net income per Class A Ordinary Share	$	0.07	$	0.10

Diluted weighted average Class A Ordinary Shares outstanding		23,495,500		18,303,124

Diluted net income per Class A Ordinary Share	$	0.07	$	0.10

Basic weighted average Class B Ordinary Shares outstanding		7,666,667		7,445,673	⁽¹⁾

Basic net income per Class B Ordinary Share	$	0.07	$	0.10

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

Diluted net income per Class B Ordinary Share	$	0.07	$	0.10

(1)

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

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CAMBRIDGE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026


		Class A					Class B					Additional						Total
		Ordinary Shares					Ordinary Shares					Paid-in			Accumulated			Shareholders’
		Shares		Amount			Shares		Amount			Capital			Deficit			Deficit
Balance — January 1, 2026⁽¹⁾		—		$	—		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 subject to possible redemption to redemption amount		—			—		—			—			(8,381,784)			(7,507,493)			(15,889,277)