Cambridge Acquisition Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2026, is made and entered into by and among Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cambridge Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holder” (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Sponsor, each a “Holder” and collectively, the “Holders”).
Underwriting Agreement between Cambridge Acquisition Corp. and BTIG, LLC Dated [●], 2026 (the “Agreement”) CAMBRIDGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
The undersigned, Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENTWarrant Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___], 2026, is by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 5, 2026, is made and entered into by and among Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cambridge Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holder” (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Sponsor, each a “Holder” and collectively, the “Holders”).
Cambridge Acquisition Corp. One Liberty Square, 13th FL Boston, MA 02109 Re:Initial Public OfferingLetter Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this [_], 2026, by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at One Liberty Square, 13th FL, Boston, MA 02109 and Cambridge Sponsor LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 5, 2026 by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2026, by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
RE: Securities Subscription AgreementSecurities Subscription Agreement • December 15th, 2025 • Cambridge Acquisition Corp. • New York
Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Cambridge Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,666,667 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a on
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 5, 2026, by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
CAMBRIDGE ACQUISITION CORP. One Liberty Square, 13th FL Boston, MA 02109Administrative Support Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks
CAMBRIDGE ACQUISITION CORP. One Liberty Square, 13th FL Boston, MA 02109 February 5, 2026Administrative Support Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks
This letter agreement by and between Cambridge Acquisition Corp. (the “Company”) and Cambridge Sponsor LLC (the “Sponsor” and/or the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this February 5, 2026, by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at One Liberty Square, 13th FL, Boston, MA 02109 and Cambridge Sponsor LLC (the “Purchaser”).
February 5, 2026Underwriting Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form
Cambridge Acquisition Corp. One Liberty Square, 13th FL Boston, MA 02109Advisory Services Agreement • January 30th, 2026 • Cambridge Acquisition Corp. • Blank checks
This letter agreement by and between Cambridge Acquisition Corp. (the “Company”) and [Affiliate Entity] (“[ ]”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT AGREEMENTWarrant Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2026, is by and between Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Cambridge Acquisition Corp. One Liberty Square, 13th FL Boston, MA 02109Advisory Services Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks
This letter agreement by and between Cambridge Acquisition Corp. (the “Company”) and TPE Partners LLC (“TPE Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Underwriting Agreement between Cambridge Acquisition Corp. and BTIG, LLC Dated February 5, 2026 (the “Agreement”) CAMBRIDGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks • New York
The undersigned, Cambridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
Cambridge Acquisition Corp. One Liberty Square, 13th FL Boston, MA 02109Advisory Services Agreement • February 10th, 2026 • Cambridge Acquisition Corp. • Blank checks
This letter agreement by and between Cambridge Acquisition Corp. (the “Company”) and Subtext Advisors LLC (“Subtext”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):