4/A: Cambridge Acquisition Corp. Amends Form 4 Filing

Sentiment:

Beneficial Ownership Amendment


Cambridge Acquisition Corp. filed an amended Form 4 to add Cambridge Sponsor LLC as an additional reporting person, clarifying beneficial ownership details.

Summary

  • An amendment to the Form 4 filing dated February 10, 2026, was submitted.
  • The primary purpose of this amendment is to include Cambridge Sponsor LLC (the "Sponsor") as an additional Reporting Person.
  • The Sponsor was disclosed in the original Form 4 but was not listed as a Reporting Person due to a lack of EDGAR system codes at that time.
  • No other amendments or changes were made to the original Form 4 filing.
  • Michael Cam-Phung is also listed as a Reporting Person, serving as a Director and 10% Owner.
  • The Sponsor acquired 495,500 private placement units of Cambridge Acquisition Corp. at a price of $10 per unit.
  • Each private placement unit comprises one Class A ordinary share and one-third of a warrant.
  • Each whole warrant is exercisable into one Class A ordinary share at an exercise price of $11.50.
  • Michael Cam-Phung, as the managing member of the Sponsor, holds voting and investment discretion over the ordinary shares held by the Sponsor.
  • Mr. Cam-Phung disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest he may have.
  • The filing explicitly excludes 7,666,667 Class B ordinary shares of the Issuer held by the Sponsor, which were acquired via a separate subscription agreement.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update, correcting a previous filing for compliance purposes without introducing new material information that would alter the company's fundamental outlook.

Positives

  • The filing is an administrative correction, enhancing transparency and compliance with SEC reporting requirements.
  • It does not introduce any new negative events or changes to the company's operational or financial status.

Negatives

  • No new negative information is presented; this is an administrative amendment to a previous filing.

Risks

  • No new risks are introduced by this administrative amendment. The underlying risks associated with Cambridge Acquisition Corp. and its business remain as previously disclosed.

Future Outlook

No specific forward-looking statements or guidance regarding future performance or strategic direction are provided in this administrative amendment.

Management Comments

  • "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."
  • "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."

Industry Context

StockSavvy.ai notes that Form 4/A filings are common administrative updates in the SPAC and public company landscape, often used to correct or clarify previous disclosures without indicating new material events. This amendment specifically addresses beneficial ownership reporting for a key sponsor in a SPAC, which is standard practice for transparency and regulatory compliance.

Comparison to Industry Standards

  • This filing is an administrative correction to ensure compliance with SEC reporting requirements for beneficial ownership. It does not contain performance metrics or operational results that would allow for direct comparison to industry benchmarks or specific comparable companies/projects.

Related Party Transactions

  • Cambridge Sponsor LLC (the Sponsor) purchased 495,500 private placement units from Cambridge Acquisition Corp. Michael Cam-Phung, a director and 10% owner, is the managing member of the Sponsor and holds voting and investment discretion over the shares held by the Sponsor. This transaction represents a disclosed related party dealing.

Stakeholder Impact

  • Shareholders: Provides clearer transparency regarding beneficial ownership by a significant shareholder (Cambridge Sponsor LLC) and its managing member, Michael Cam-Phung.
  • Regulatory Authorities: Ensures compliance with SEC reporting requirements for insider transactions and beneficial ownership, reinforcing regulatory oversight.

Next Steps

  • No specific future actions, events, or milestones are mentioned in this administrative amendment.

Key Dates

DateDescription
02/09/2026Transaction Date for the acquisition of Class A Ordinary Shares and Deemed Execution Date.
02/10/2026Date of the Original Form 4 filing that this amendment corrects.
03/05/2026Signature Date for the amended Form 4/A filing by Cambridge Sponsor LLC and Michael Cam-Phung.

Keywords

SEC filing, Form 4/A, beneficial ownership, Cambridge Acquisition Corp, CAQ, insider trading, SPAC, private placement, warrants, Class A ordinary shares, Class B ordinary shares, Cambridge Sponsor LLC, Michael Cam-Phung

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