Harvard Ave Acquisition Corp

This exhibit does not recalibrate the trust account balance, accelerate any redemption window, propose a business combination extension, or detail sponsor conduct shifts. According to the signatories, the filing solely satisfies Securities Exchange Act reporting requirements under Rule 13d-1(k) for cooperative disclosures. In SPAC markets, Schedule 13D submissions frequently track block-level accumulation or prepare ground for governance negotiations, meaning the disclosed holding by Northlake Partners Ltd. and Tian Wang warrants monitoring for potential influence over target selection or shareholder voting dynamics. The text discloses no customer relationships, revenue figures, market sizing, technological capabilities, strategic partnerships, pending litigation, or executive compensation changes. All reported facts derive exclusively from the regulatory submission itself.

Provides investors with the key terms for evaluating the SPAC: trust value per share ($10.00), redemption mechanics, timeline (18-24 months), sponsor incentives (low-cost insider shares leading to dilution), and the absence of a target. The foreign locations of sponsors and key officers introduce jurisdictional risks. The detailed dilution tables show potential redemptions and their impact on tangible book value.

This filing sets the final terms for HAVA's IPO. Trust per public share is $10.00 (not $10.25). Insider shares acquired at $0.0036. Deadline to complete a business combination is 18 months from closing, extendable to 24 months with sponsor deposits ($0.10/unit per extension). Public redemption rights are subject to a 15% per-shareholder cap if seeking a vote. Sponsors (Copley Square LLC and Northlake Partners Ltd.) are controlled by Chinese nationals; three institutional non-managing members will indirectly hold insider shares and private placement securities. No target has been identified. Dilution to public shareholders is severe (up to 94.61% in a maximum redemption scenario). The document also highlights risks related to PFIC status, CFIUS review, and enforceability of U.S. judgments.

The corrected trust disbursement clause eliminates regulatory ambiguity around capital release timing, ensuring the SPAC satisfies Nasdaq’s 90% deposit mandate without creating structural friction that could force unplanned extensions or alter sponsor-leverage dynamics ahead of a merger vote. Clarifying the exclusive forum provision defines where future shareholder disputes will be adjudicated, affecting anticipated litigation costs, jurisdictional predictability, and the strategic calculus for any target acquisition defense or settlement. Because the document contains zero commercial data or valuation benchmarks, investors should treat this as a procedural compliance update that preserves the integrity of the trust mechanism and shareholder dispute pathways, while awaiting substantive merger targets, redemption schedules, and proxy mailouts that will carry actual financial and timeline commitments.

Investors tracking redemption deadlines and trust value should note that the SEC’s inquiry into pre-consummation fund releases directly tests whether the SPAC intends to preserve traditional shareholder exit leverage through closing or accelerate capital deployment. Confirmation that the trust will remain locked per Nasdaq’s 90% deposit requirement would reinforce standard redemption timeline protections, whereas early release mechanisms could compress shareholder decision windows and alter capital flow dynamics. The mandated exclusive forum disclosure also clarifies post-deal litigation risk allocation, which may impact shareholder voting calculus and enforcement costs. Until the requested amendments are filed, deal execution faces procedural delays, and the SPAC remains in SEARCHING status pending regulatory alignment.

This filing is material as it establishes the final terms of the SPAC's IPO. Key mechanics: trust value is $10.00 per share, not $10.25 as previously indicated; redemption rights are standard with a 15% cap on any single beneficial owner's redemption; lock-up periods: insider shares locked for 6 months post-business combination (or earlier if price targets met), private placement units 30 days, restricted shares 90 days; business combination deadline is 18 months from closing, with two possible three-month extensions each requiring a $1,800,000 deposit ($0.10 per unit) from sponsors. The sponsor structure is complex: two sponsors, with Copley Square LLC having managing and non-managing members (including three institutional investors). Northlake Partners Ltd. is the second sponsor. Insider shares are subject to anti-dilution adjustment to maintain 25% ownership after any issuance of equity-linked securities in connection with the business combination. Dilution to public shareholders is significant: pro forma net tangible book value per share could be as low as $0.49 in maximum redemption scenario (without over-allotment). The company is a blank check with no target identified. The filing also highlights potential CFIUS issues due to foreign sponsors (Cayman Islands and BVI) and Chinese nationals controlling sponsors.

This filing provides the most current financial information and offering terms for Harvard Ave Acquisition Corp's IPO. It details the trust amount ($180,000,000 initially, $10.00 per unit), the 18-month deadline to complete a business combination (extendable to 24 months with sponsor deposits of $1,800,000 per three-month extension), the redemption rights for public shareholders (including a 15% cap on redemptions by any single shareholder or group), and the significant dilution to public shareholders from the insider shares purchased at nominal cost ($0.0036 per share). The filing also highlights conflicts of interest and foreign person risks due to sponsors and management located outside the U.S. (China, South Korea, Cayman Islands, BVI), noting potential CFIUS restrictions on acquiring a U.S. target. The underwriter is D. Boral Capital, with a 45-day over-allotment option for up to 2,700,000 additional units.

The comments confirm the IPO registration remains under active SEC review, which may delay final effectiveness and any subsequent business combination timeline. By requiring explicit disclosure of sponsor private placement holdings, the staff aims to ensure capital structure transparency before public trading. By mandating that the legal opinion cover creditor liability beyond security holder assessment liability, the staff seeks to clarify shareholder downside protection. Investors tracking deal progress should monitor for the staff’s next response once the amended registration is submitted to William Demarest at 202-551-3432, Wilson Lee at 202-551-3468, Benjamin Holt at 202-551-6614, or Jeffrey Gabor at 202-551-2544. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text.

This filing constitutes the first substantive prospectus for a new SPAC IPO, providing investors with the full set of terms—trust structure, dilution tables, lock-up periods, sponsor compensation, redemption rights, and risk factors—needed to evaluate the offering. It confirms the SPAC's blank-check nature, lack of target, and 18‑month search period (extendable to 24 months). The filing also reveals a complex sponsor structure involving managing and non-managing members and includes critical disclosures about CFIUS risk, enforcement difficulties for non-U.S. investors, and potential PFIC status.

This comment letter acts as a procedural hold on the IPO pipeline; the Form S-1 cannot achieve effectiveness until the requested amendments are filed and cleared by the reviewing staff. Specifying the one-eighth fractional right directly shapes the post-combination equity architecture, influencing unit-to-share conversion mathematics, liquidity expectations, and valuation modeling once a target emerges. Because the registration remains unqualified, the trust account stays intact, redemption windows remain inactive, and sponsor extension options cannot be exercised. Investors monitoring the filing calendar should anticipate a delay proportional to the amendment cycle and staff re-review, rather than a commercial milestone.

The S-1 discloses the full terms, risks, and economics of the SPAC's IPO, including the trust value, redemption mechanics, extension provisions, sponsor compensation and dilution. Investors rely on this to assess the investment's structure, the sponsor's incentives, and the timeline for a deal. Notable risks include CFIUS restrictions (sponsor and certain officers are non-U.S.), PFIC status, and potential excise tax under the Inflation Reduction Act. The document also provides biographical details of the management team (CEO Sung Hyuk Lee, CFO Hoon Ji Choi, director nominees Gary Dvorchak, Benjamin Berry, Qing Tong) and the sponsor (Copley Square Sponsor Limited, whose sole director is Hongbo Xing, a Chinese national). No target business has been identified.

This is the first detailed public look at HAVA's SPAC terms. The filing confirms the trust per-share value is $10.00 (not $10.25 as sometimes listed in sources), the sponsor (Copley Square Sponsor Limited) is a Cayman entity controlled by a Chinese national, the CEO and CFO are based in South Korea, and the company has no prior SPAC experience. The 18-month deadline and redemption mechanics (15% cap, $5M net tangible assets minimum) are standard. The significant dilution from founder shares (purchased at $0.003 vs $10.00 public offering price) and the CFIUS/foreign-person risks are notable. For investors tracking redemption deadlines, the IPO has not yet closed; this is a draft registration statement, so no redemption deadlines are active yet.

This amendment recalibrates the liquidity and governance framework investors monitor for HAVA. The clarified $2,500,000 per-three-month-extension deposit rule and the firm 18-to-24-month timeline directly govern when trust liquidity is preserved versus deployed, which dictates redemption window timing and solvency thresholds. The explicit 150-day post-combination waiting period attached to the $12.00 lock-up release materially delays insider liquidity compared to a straight price-target trigger, altering expected secondary market supply. Confirming that public shares lack anti-dilution protections while acknowledging that sponsor working capital loans and targeted large-capitalization deals will necessitate additional equity or debt issuance fundamentally repositions the anticipated post-deal ownership architecture. Finally, the geographic separation of U.S. leadership from South Korean C-suite officers and the non-executive role of the Chinese-linked sponsor principal introduces cross-border enforcement variables that shape shareholder recourse strategies ahead of any business combination vote or trust dissolution event.

This comment letter controls the effectiveness timeline of the S-1, which sets the operative calendar for redemption windows, trust maintenance, and sponsor capital commitments. Aligning the extension funding threshold ($2,500,000 per three-month extension) and lock-up triggers will finalize the exact deadline schedule and liquidity mechanics governing public shareholders. Heightened staff scrutiny over sponsor withdrawal options, cross-jurisdictional director placement, and unreciprocated legal enforcement protocols identifies material governance friction that could stall target identification, alter redemption math, or complicate post-combination litigation. Until corrected disclosures clear, no pricing occurs, no IPO settlement executes, and the statutory trust clock remains idle, keeping the company in a searching) state with unresolved sponsor incentives and jurisdictional liabilities.

This filing provides the complete terms of the SPAC's IPO, including the trust value ($10.00 per share – not $10.25 as stated in the user prompt), the redemption mechanics, the sponsor's economic interest (insider shares purchased for $0.003 per share, private placement warrants, and working capital loans), the timeline for completing a deal, and the extensive risk factors. For investors tracking redemption deadlines and trust value, the key numbers are: $10.00 per share in trust, 18-month initial deadline, and optional extension provisions. The filing also reveals that the sponsor's sole member is Hongbo Xing, a Chinese national, and that the CEO and CFO are South Korean residents, which could affect enforceability of U.S. securities laws.

What changed: Quarterly report on Form 10-Q for Harvard Ave Acquisition Corp for the quarter ended March 31, 2026. This is the first 10-Q filed as an operating public company. It reports net income of $1,135,236 for Q1 2026, compared to a net loss of $21,822 in Q1 2025. Interest earned on trust investments was $1,297,183 in Q1 2026 vs. $0 in Q1 2025. The trust account balance grew from $146,003,054 (Dec. 31, 2025) to $147,300,237 (Mar. 31, 2026), reflecting accretion to the redemption value. The redemption value per share increased from $10.07 to $10.16. There was $867,711 in related party receivable and $473,263 in working capital. The company has identified a going concern, reporting substantial doubt about its ability to continue as a going concern. The company has repaid the $5,668 due to sponsors and made a $2,820 repayment on the promissory note. No business combination has been announced, and the company is still searching for a target. Why it matters: This filing confirms that Harvard Ave Acquisition Corp (HAVA) is in the early post-IPO phase, still searching for a target. The trust value per share is $10.16, up from $10.07, but the trust interest is being accrued to redemption value, not released to fund operations. The company's cash is held as a related-party receivable, and its working capital is thin ($473,263). The going concern disclosure signals that the company may face liquidity pressure if it does not complete a business combination by the deadline (within 18 months, or up to 24 months with extensions, from the Oct. 2025 IPO, i.e., by April 2027). The 10.16 per share trust value provides a floor for redemptions, but the finding that the bank account is owned by a related party is a notable governance concern. No target or letter of intent has been disclosed.

What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025. First 10-K after IPO (October 24, 2025). Trust funded with $145M; trust value $146,003,054 ($10.07 per share at Dec 31, 2025). Net income $729,121. No business combination identified. Going concern uncertainty noted. Disclosure controls ineffective. Insider trading policy and clawback policy adopted. Why it matters: Provides baseline post-IPO financials and trust value for redemption calculations. Confirms sponsor and insider share structure, extension provisions (18 months from IPO, up to 24). Reports that no target has been selected, no material changes in risk factors. The company's cash is held by a related party, raising potential trust safety concerns.

What changed: A Form 8-K current report accompanied by an attached press release announcing the separate trading commencement of Class A ordinary shares and rights from the company's initially offered units. Harvard Ave Acquisition Corporation announced that holders of the 14,500,000 units sold in its initial public offering may elect to separately trade the underlying Class A ordinary shares and rights commencing on or about December 15, 2025. Any separated Class A ordinary shares will trade on Nasdaq under 'HAVA', separated rights under 'HAVAR', and unseparated units will continue under 'HAVAU'. Holders must direct their brokers to contact Continental Stock Transfer & Trust Company to effect the separation. The company also noted that its Form S-1 registration statement (File No. 333-284826) was declared effective on September 30, 2025, with D. Boral Capital LLC serving as the sole book-running manager. The registrant updated its formal name from 'Harvard Ave Acquistion Corp' to 'Harvard Ave Acquisition Corporation' effective October 24, 2024. Why it matters: This filing solely addresses secondary market trading mechanics for pre-existing IPO units and does not modify the SPAC's redemption calendar, trust account provisions, extension timeline, target selection progress, or sponsor governance. The attached press release characterizes the entity as a blank check company incorporated in the Cayman Islands whose target search 'will not be limited to a particular industry or geographic region,' but attributes no specific partnership, revenue, customer, litigation, or financing figures to the company. Sung Hyuk Lee is identified as Chief Executive Officer. Because the disclosure merely enables the bifurcation of already-traded units without altering capital structure or deal parameters, it does not represent a material shift for investors tracking conversion or redemption milestones.

What changed: Form 10-Q for the quarter ended September 30, 2025, filed November 13, 2025 — a blank-check company periodic report that, as of the balance-sheet date, had not yet done its IPO and, in subsequent-event disclosures, records the October 24, 2025 IPO of 14,500,000 units at $10.00 per unit (gross $145,000,000), a $3,399,640 private placement, and the underwriters' forfeiture of the over-allotment option. No business combination target is identified. After period end, the company closed its IPO, placed $145,000,000 in the trust account (stated as $10.00 per unit), sold 339,964 private placement units and 1,019,892 restricted Class A shares to the sponsors, forfeited the over-allotment option, and cancelled 725,000 Class B shares surrendered by sponsors to maintain 25% post-IPO sponsor ownership. The 18-month Combination Period, extendable by two 3-month periods to 24 months, now governs the redemption/liquidation deadline. No target, letter of intent, or business combination agreement has been announced, and the sponsor promissory note of $431,730 remains outstanding despite the IPO. Why it matters: This filing fixes the trust at $145,000,000 and starts the 18-month deadline clock (with two possible 3-month extensions), so redemptions and liquidation timing now have a concrete reference. It also establishes sponsor conduct and risk: sponsors waived redemption rights, none bought IPO units, deferred underwriting fees of $4,350,000 are payable only at a deal and are forfeited to the trust if no deal occurs, and rights expire worthless if no combination closes. The company also discloses that sponsor backing of the trust indemnity is unverified and that sponsors' only assets may be company securities, that management concluded disclosure controls were not effective, and that there is substantial doubt about going concern.

What changed: Form 8-K Current Report announcing the consummation of Harvard Ave Acquisition Corp.’s initial public offering and concurrent private placement, filed alongside Exhibit 99.1 containing an audited balance sheet as of October 24, 2025 and comprehensive notes to the financial statements. Item 8.01 and Note 1 state the Company consummated its IPO of 14,500,000 units at $10.00 per Unit for $145,000,000 in gross proceeds. Sponsors Copley Square LLC and Northlake Partners Ltd. simultaneously purchased 339,964 private units and 1,019,892 restricted Class A ordinary shares for $3,399,640. Exactly $145,000,000 was placed in a trust account administered by Continental Stock Transfer & Trust Company. The filing establishes an 18-month window to complete a business combination, extendable to 24 months through two three-month extensions. The underwriters forfeited their 45-day over-allotment option for 2,175,000 units, triggering the surrender of 725,000 Class B ordinary shares by insiders. Transaction costs totaled $6,780,776 ($1,800,000 cash underwriting fee, $4,350,000 deferred underwriting fee, $630,776 other offering costs). Auditor MaloneBailey, LLP attached a Going Concern Matter, noting that incurred and expected expenses raise substantial doubt about the Company’s ability to continue as a going concern within one year. Chief Executive Officer Sung Hyuk Lee executed the report. Why it matters: This disclosure fixes the mechanical guardrails governing public shareholder redemptions and sponsor conduct ahead of deal execution. Management confirmed the Company will not restrict its target search by industry or geography and requires prospective acquisitions to meet an aggregate fair market value of at least 80% of the Trust Account. If the Company fails to close within the contractual 18-to-24-month deadline, the $4,350,000 deferred underwriting fee forfeits to the trust for public share redemptions rather than compensating the underwriters. While the Sponsors agreed to indemnify the Company against third-party vendor or target claims that could depress trust funds below $10.00 per public share, Management explicitly disclosed it has not verified whether the Sponsors possess sufficient non-company assets to satisfy that liability, stating its belief that the Sponsors’ only assets are company securities. Internally, Management’s valuation framework for the Public Rights (Note 8) applied a 26.00% Probability of De-SPAC, a 10.00% Conversion ratio, and a 1.00% Lack of marketability discount to assign a $3,335,000 value ($0.23 per Public Right). Operational liquidity remains externally dependent, as a $1,221,225 related party receivable indicates corporate funds currently reside in a bank account owned by a sponsor affiliate rather than the registrant.

What changed: SEC Form 3, a routine compliance exhibit filing an insider beneficial ownership report for director Gary Thomas Dvorchak. The filing discloses only that Director Dvorchak holds 20,000 shares directly. It contains zero updates regarding redemption deadline sequencing, trust account mechanics, extension provisions, business combination negotiations, or sponsor governance. Why it matters: Form 3 is a standardized regulatory disclosure triggered by insider equity positions and does not alter shareholder redemption windows, trust distribution formulas, or target-search timelines. Because it contains no forward-looking statements, transaction milestones, or strategic claims, investors monitoring capital-return calendars or deal-execution velocity should categorize this as administrative recordkeeping rather than a material catalyst.

What changed: Schedule 13G joint filing agreement and beneficial ownership report pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The attached agreement confirms that Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander have consolidated their Schedule 13G reporting obligations for Class A ordinary shares, par value $0.0001, of Harvard Ave Acquisition Corp. The document does not state the number or percentage of shares beneficially owned, does not announce a business combination, does not set or extend a redemption deadline, and does not modify the $10.25 per share trust baseline. No information regarding sponsor conduct, target selection, or transaction mechanics appears in the text. Why it matters: As reported by the filing itself, this joint arrangement satisfies Rule 13d-1(k) so each named party may rely on a single Schedule 13G. The undersigned parties confirm through their signatures that they hold positions triggering Section 13(d) reporting thresholds, which signals sustained institutional interest in HAVA while it remains in SEARCHING status. Gil Raviv, identified in the document solely as Global General Counsel, executed the agreement for the Millennium entities on October 28, 2025, and Israel A. Englander co-signed it. Because the excerpt contains only a joint filing confirmation and execution block, it offers no data on target pipelines, customer contracts, revenue projections, market sizing, technology roadmaps, partnership terms, litigation exposure, or leadership changes. The absence of quantitative ownership data means redemption pricing, trust distribution timing, and extension provisions remain unaffected by this submission, though monitoring subsequent amendments will be necessary once actual share counts are disclosed.

What changed: A Joint Filing Agreement (Exhibit 7.1) attached to a Schedule 13D beneficial ownership report, executed on October 22, 2025. Copley Square LLC, Sponsor Limited, and Hongbo Xing assert via signature that they are establishing a Rule 13d-1(k) joint filing mechanism. This exhibit discloses no changes to redemption deadlines, trust account distributions, extension mechanisms, target acquisition status, or sponsor compensation/conduct. Why it matters: The document contains zero commercial, operational, or valuation claims regarding HAVA. It does not update the company’s SEARCHING status, alter redemption mathematics, or signal merger timeline adjustments. Its only function is to confirm an acting-in-concert reporting framework among the three signatories. Because the exhibit lacks substantive data, investors must review the principal Schedule 13D statement (SEC file number [0001213900-25-102636]) to determine who crossed the 5% beneficial ownership threshold, identify the stated purpose of their holdings, and assess any strategic positioning relative to upcoming trust liquidation or business combination votes.

What changed: Current Report on Form 8-K announcing the closing of Harvard Ave Acquisition Corporation's initial public offering on October 24, 2025, including the entry into material definitive agreements (underwriting, trust, rights, private placement, registration rights, letter agreement, indemnity, administrative services) and the adoption of amended charter. The Company consummated its IPO of 14,500,000 units at $10.00 per unit, generating gross proceeds of $145,000,000, all of which (net of expenses and working capital) was deposited into a trust account for the benefit of public shareholders. Concurrently, the Company completed private sales of 339,964 private placement units and 1,019,892 restricted Class A ordinary shares to the sponsors (Copley Square LLC and Northlake Partners Ltd.) for an aggregate of $3,399,640. The Company adopted an amended and restated memorandum and articles of association. The independent directors were appointed. The deadline to complete a business combination is 18 months from closing (April 24, 2027) with two possible three-month extensions. Why it matters: This filing establishes the baseline for all future redemption and deal deadlines: the trust holds $10.00 per public share (exclusive of deferred underwriting commissions). Public shareholders have redemption rights if a business combination is approved or if the charter is amended to extend the deadline. Sponsors have waived redemption rights and are subject to lock-up and forfeiture of founder shares if the over-allotment is not fully exercised. The 18-month deadline (with possible two 3-month extensions) means the SPAC must announce a deal or liquidate by approximately April 2027, or later if extensions are approved with shareholder vote. The filing also confirms that the sponsors' private placement proceeds are held in trust and will be used for redemption if no deal is completed.

What changed: A Joint Filing Agreement (Exhibit 7.1) attached to a Schedule 13D beneficial ownership report. According to the agreement dated October 22, 2025, Northlake Partners Ltd. and Director Tian Wang have formally authorized joint filing of their Schedule 13D statements and any subsequent amendments regarding their beneficial ownership in Harvard Ave Acquisition Corp. (HAVA). The document contains zero provisions altering trust account disbursements, redemption deadlines, extension voting periods, target acquisition progress, or sponsor leadership roles. Why it matters: This exhibit does not recalibrate the trust account balance, accelerate any redemption window, propose a business combination extension, or detail sponsor conduct shifts. According to the signatories, the filing solely satisfies Securities Exchange Act reporting requirements under Rule 13d-1(k) for cooperative disclosures. In SPAC markets, Schedule 13D submissions frequently track block-level accumulation or prepare ground for governance negotiations, meaning the disclosed holding by Northlake Partners Ltd. and Tian Wang warrants monitoring for potential influence over target selection or shareholder voting dynamics. The text discloses no customer relationships, revenue figures, market sizing, technological capabilities, strategic partnerships, pending litigation, or executive compensation changes. All reported facts derive exclusively from the regulatory submission itself.