SCHEDULE: Cambridge Acquisition Corp. Sponsor Discloses Stake

Cambridge Sponsor LLC and Michael Cam-Phung report a combined beneficial ownership of 26.19% in Cambridge Acquisition Corp. following the company's initial public offering.

Summary

• Michael Cam-Phung and Cambridge Sponsor LLC collectively beneficially own 8,162,167 Ordinary Shares of Cambridge Acquisition Corp.
• This represents 26.19% of the Issuer's total outstanding Ordinary Shares as of February 9, 2026.
• The ownership includes 495,500 Class A Ordinary Shares and 7,666,667 Class B Ordinary Shares, which are convertible into Class A shares on a one-for-one basis.
• The aggregate purchase price for these shares was $4,980,000, funded by the Sponsor's working capital.
• The 7,666,667 Class B Founder Shares were acquired for $25,000 on October 30, 2025.
• 495,500 Placement Units were purchased for $10.00 per unit (totaling $4,955,000) on February 9, 2026, concurrent with the Issuer's Initial Public Offering.
• The Issuer is a blank check company 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.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, routine disclosure for a SPAC post-IPO, detailing the sponsor's foundational ownership and contractual commitments without indicating new positive or negative operational developments.

Positives

• Sponsor and Michael Cam-Phung have committed to vote their shares in favor of any proposed business combination, providing a stable voting block for future M&A activities.
• The Sponsor has agreed to indemnify the Issuer against certain third-party claims to protect the Trust Account, ensuring funds for public shareholders are preserved above a specified threshold.

Negatives

• Reporting Persons are restricted from redeeming certain shares in connection with a business combination, which could limit their flexibility.
• The lock-up provisions on Founder Shares and Class A shares convertible from Founder Shares restrict liquidity for the Reporting Persons for a period post-business combination.

Risks

• The Issuer is a blank check company, meaning its success is contingent on identifying and completing a suitable business combination within the 'Completion Window' (24 months from IPO completion, or as extended).
• Failure to complete a business combination within the Completion Window would result in the liquidation of the Trust Account, and Reporting Persons would not be entitled to liquidating distributions for their Founder Shares or Private Placement Units.

Future Outlook

The Issuer is a blank check company focused on identifying and completing an initial business combination. Reporting Persons may adjust their investment position in the future based on market conditions and other factors, subject to existing lock-up restrictions.

Management Comments

• Michael Cam-Phung, as the managing member of the Sponsor, shares 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 reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing is a standard disclosure for a Special Purpose Acquisition Company (SPAC) following its Initial Public Offering. It formalizes the ownership structure and the foundational agreements between the SPAC's sponsor and the company, which are critical for its operational framework and future business combination efforts. This is typical for SPACs like Gores Holdings or Churchill Capital, where sponsors hold significant initial stakes and commit to specific voting and redemption behaviors to facilitate the de-SPAC process.

Comparison to Industry Standards

• The beneficial ownership percentage of 26.19% for the sponsor group is within the typical range for SPAC sponsors, often falling between 20-30% of the post-IPO outstanding shares, similar to the initial stakes seen in SPACs such as Pershing Square Tontine Holdings (PSTH) or Social Capital Hedosophia Holdings (IPOE).
• The acquisition of Founder Shares at a nominal price ($25,000 for 7,666,667 shares) is a common practice in SPAC formation, providing significant upside for sponsors if a successful business combination is achieved, mirroring structures in SPACs like DraftKings (DKNG) via Diamond Eagle Acquisition Corp.
• The lock-up provisions and voting agreements are standard mechanisms designed to align sponsor interests with the successful completion of a business combination and protect public shareholders' trust account, consistent with industry best practices for SPACs.

Related Party Transactions

• Subscription Agreement (October 30, 2025) between the Issuer and the Sponsor for the purchase of 7,666,667 Class B Ordinary Shares.
• Private Placement Units Purchase Agreement (February 5, 2026) between the Issuer and the Sponsor for the purchase of 495,500 Placement Units.
• Insider Letter (February 5, 2026) among the Issuer, the Sponsor, Michael Cam-Phung, and other parties, outlining voting agreements, redemption restrictions, and indemnification obligations.
• Registration Rights Agreement (February 5, 2026) between the Issuer, the Sponsor, and other security holders, granting demand and "piggyback" registration rights.

Stakeholder Impact

• Shareholders: The Sponsor's and Michael Cam-Phung's commitment to vote in favor of a business combination provides a stable voting block for future strategic decisions. Their agreement not to redeem certain shares reduces potential redemption pressure on the Trust Account during a business combination vote.
• Creditors: The Sponsor's indemnification obligation helps safeguard the Trust Account from certain third-party claims, ensuring that funds intended for public shareholders are preserved.

Next Steps

• The Issuer will seek to identify and complete an initial business combination.
• Reporting Persons may make further acquisitions or dispose of shares, subject to lock-up restrictions.

Key Dates

Keywords

Cambridge Acquisition Corp, Schedule 13D, Beneficial Ownership, SPAC, Blank Check Company, Michael Cam-Phung, Cambridge Sponsor LLC, IPO, Business Combination, Founder Shares, Class A Ordinary Shares, Private Placement Units, SEC Filing