HAVA SEC filings, in plain English
Everything Harvard Ave Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Beneficial ownership report (Schedule 13G) filed by Polar Asset Management Partners Inc. The filing states that Polar Asset Management Partners Inc. holds a beneficial ownership interest in the registrant. The excerpt contains no data on share quantity, acquisition date, purchase price, or voting/withdrawal rights. It discloses nothing concerning redemption deadlines, trust value per share, extension mechanisms, target identification, or sponsor conduct. Why it matters: Per the filing, Polar Asset Management Partners Inc. has satisfied the applicable SEC reporting requirement for institutional ownership. Because the excerpt lacks numerical disclosures or transaction specifics, it does not alter investor calculations for trust distributions, redemption timing, or merger progress. No strategic, operational, or partnership claims are attributed to the registrant, management, or sponsor in this submission.
What changed: A Schedule 13G/A accompanying updated corporate Powers of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC to designate specific employees as Attorneys-in-Fact authorized to file Rule 13f-1 and Regulation 13D-G reports on behalf of the firms. According to the attached Powers of Attorney, The Goldman Sachs Group, Inc. updated its designated individuals to execute and deliver required SEC filings for potentially beneficially owned securities, superseding a prior instrument dated July 16, 2025, and setting a new expiration of July 8, 2027, signed as of July 8, 2026. Goldman Sachs & Co. LLC similarly refreshed its own Power of Attorney, removing Mariana Audeves Martinez and Asheesh Bajaj from the authorized roster while retaining the remaining named individuals, extending authority until July 2, 2027, and signing as of July 2, 2026. The amendment does not report any change in the number of HAVA shares beneficially owned, voting power, or investment intent. Regarding SPAC mechanics, the filing makes no reference to redemption deadlines, trust value per share, extension votes, business combination progress, or sponsor conduct. As additional substance, the document establishes New York law governs the Powers of Attorney and grants the issuing companies unrestricted unilateral revocation rights at any time prior to the stated expiration dates. Why it matters: This filing is a routine administrative update to Goldman Sachs’ internal compliance delegation and does not alter beneficial ownership percentages, trading activity, or capital commitment levels for HAVA. Because it contains no disclosure of share purchases, sales, or shifts in voting/investment power, it provides no signal regarding redemption timing, trust depletion projections, merger negotiation status, or sponsor behavior. Investors monitoring the HAVA redemption calendar or trust mechanics will find no operational implications; the filing solely updates which Goldman Sachs personnel are legally permitted to submit regulatory disclosure forms going forward.
What changed: Form 10-Q (quarterly report) for Harvard Ave Acquisition Corp, a blank-check/spac company still searching for a target. The trust value per share increased from $10.07 at December 31, 2025 to $10.25 at June 30, 2026 due to $2,609,250 of interest income earned on trust investments. The accumulated deficit increased from $3,715,409 to $4,124,985, driven by $409,576 of operating costs partially offset by interest income. The promissory note to Copley managing member was reduced from $331,730 to $308,910. The related party receivable decreased from $965,240 to $770,645. Why it matters: The trust per-share value has grown to $10.25, which is above the $10.00 IPO price, creating a potential premium for redeeming public shareholders. This could make a business combination more expensive if many public shareholders choose to redeem. The company has 18 months from the October 24, 2025 IPO (or up to 24 months with extensions) to complete a deal; that deadline is approximately April 24, 2027. The working capital (excluding trust) is only $225,634 against $770,645 held as a related-party receivable, and the promissory note is due December 31, 2026. Management has disclosed substantial doubt about going concern within one year. The recent additional disclosure about a related-party-owned bank account (assets not under direct company control) is a notable corporate governance red flag.
What changed vs 2026-05-08trust $147.3M → $148.6M +1%sponsor loan $329K → $309Ktrust account, sponsor loans outstanding, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $147.3M$148.6M
- Sponsor loans outstanding
- $329K$309K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 14.5M · unchanged
SpacBrain reads this as $1,312,067 was added to the trust between the two filings.
The clause “14 81,388 Total Current Assets 847,531 1,109,152 Non-current Assets Investments held in Trust Account 148,612,304 146,003,054 Total Assets $ 149,459,835 $ 147,112,206 Liabilities, Ordinary shares subject to possible redemption and”…
SpacBrain reads this as $20,000 of sponsor debt has come off.
The clause …“not held in the Trust Account. As of June 30, 2026 and December 31, 2025, the outstanding balance of the Promissory Note was $ 308,910 and $ 331,730 , respectively. As of June 30, 2026, outstanding balance of the Promissory Note is due”…
The clause …“without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of June 30, 2026, the Company has a related party receivable of $ 770,645 and working capital of $ 225,634 . The Company has”…
The clause …“400,000,000 shares authorized, 1,359,856 issued and outstanding, excluding 14,500,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025 136 136 Class B ordinary shares, $ 0.0001 par value, 90,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report regarding the Class A Ordinary Shares of Harvard Ave Acquisition Corporation. The document formalizes a joint reporting protocol under Rule 13d-1(k) for Westchester Capital Management, LLC and Westchester Capital Partners, LLC to submit their combined holdings disclosures together. It does not reference any adjustment to redemption deadlines, trust account balances, extension voting procedures, acquisition target development, or sponsor conduct. The agreement was dated May 15, 2026, and signed exclusively by CaSaundra Wu, who identifies herself as Chief Compliance Officer for both Westchester entities. Why it matters: For investors tracking HAVA’s SEARCHING phase, this filing consolidates institutional reporting obligations without signaling a shift in capital deployment, trust distribution timing, or governance action. The complete absence of target screening updates, PIPE commitments, extension motions, or sponsor correspondence means no new data points exist for redemption forecasting, valuation modeling, or deal-progression assessment. Routine 13G administrative exhibits of this type do not independently alter the SPAC’s operational timeline or indicate imminent business combination activity.
What changed: A routine compliance exhibit appended to a Schedule 13G filing: a Power of Attorney issued by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC designating named employees as attorneys-in-fact to execute Securities Exchange Act filings on behalf of the firms. The filing supersedes previously authorized powers of attorney dated July 29, 2024, and October 1, 2024, extending signing authority through July 16, 2026. With respect to investor-tracking mechanics—redemption deadlines, trust account value, extension provisions, merger progress, and sponsor conduct—the document reports zero activity. HAVA’s management team has not published updated terms, triggered tender windows, adjusted capitalization tables, or altered fiduciary procedures in this submission. Why it matters: The document is strictly administrative housekeeping by a passive institutional holder and carries no operational or transactional significance for HAVA shareholders. It does not modify redemption calendars, affect trust interest accruals, signal deal sourcing or due diligence milestones, or reflect shifts in sponsor oversight. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or key personnel are present. The only substantive detail is the renewal of internal filing delegation, which expires July 16, 2026, and remains unilaterally revocable by Goldman Sachs under New York law. Material developments affecting the trust value of $10.25 per share or target acquisition timelines will appear only in subsequent Form 8-Ks, proxy statements, or Business Combination definitive agreements.
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.
trust account, sponsor loans outstanding, redeemable shares +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$147.3M
- Sponsor loans outstanding
- not previously extracted$329K
- Redeemable shares
- not previously extracted14.5M
- Going-concern doubt
- stated · unchanged
The clause “14 81,388 Total Current Assets 993,395 1,109,152 Non-current Assets Investments held in Trust Account 147,300,237 146,003,054 Total Assets $ 148,293,632 $ 147,112,206 Liabilities, Ordinary shares subject to possible redemption and”…
The clause …“held in the Trust Account. As of March 31, 2026 and December 31, 2025, the outstanding balance of the Promissory Note was $ 328,910 and $ 331,730 , respectively. As of March 31, 2026, outstanding balance of the Promissory Note is due”…
The clause …“400,000,000 shares authorized, 1,359,856 issued and outstanding, excluding 14,500,000 shares subject to possible redemption as of March 31, 2026 and December 31, 2025 136 136 Class B ordinary shares, $ 0.0001 par value, 90,000,000”…
The clause …“without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of March 31, 2026, the Company has a related party receivable of $ 867,711 and working capital of $ 473,263 . The Company has”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A routine SEC compliance exhibit—specifically, a Form 3 insider ownership report documenting initial beneficial ownership of 60,000 direct shares by Director and Chief Financial Officer Choi Hoon Ji. The filing establishes a baseline of direct insider equity at 60,000 shares. It contains no disclosures altering the public shareholder redemption deadline, trust account per-share value, extension vote schedule, de-SPAC merger progression, or sponsor fiduciary conduct beyond the officer’s self-reported share count. Why it matters: For investors tracking SPAC mechanics and sponsor alignment, this report sets the starting position for monitoring insider trading through subsequent Form 4 filings. The stated 60,000 direct shares confirm the CFO/Director maintains direct common stock exposure while the issuer remains in the SEARCHING phase, though the form does not disclose acquisition targets, transaction pricing, or any modifications to the trust account or redemption windows. Because this is an initial ownership statement, the 60,000 figure represents only the reporting person’s self-declared baseline equity position and must be validated against later insider transaction logs and any eventual merger proxy materials to assess real capital commitment prior to a business combination.
What changed: Routine SEC Form 3 initial statement of beneficial ownership. The filing discloses that Lee Sung Hyuk, listed as director and Chief Executive Officer, holds 100,000 shares directly in Harvard Ave Acquisition Corp. Why it matters: According to the Form 3 filing submitted by reporting person Lee Sung Hyuk, this entry registers baseline insider equity following appointment to director and executive roles. It does not modify redemption deadlines, revalue the trust account, invoke extension provisions, or signal Business Combination progress. Per the filing’s explicit text, there are no claims regarding customer contracts, revenue streams, market sizing, strategic pivots, proprietary technology, third-party partnerships, legal proceedings, or further management changes. The only measurable detail provided is the direct holding of 100,000 shares for regulatory recordkeeping.
What changed: SEC Form 3, an initial statement of beneficial ownership by insiders, operating as a routine compliance exhibit. The filing discloses that Director Tong Qing Mike holds 20,000 common shares directly. In terms of SPAC mechanics, this report does not amend redemption windows, modify the trust account or the $10.25 per-share trust value, trigger or postpone an extension vote, advance a business combination target, or reflect any alteration in sponsor conduct. Why it matters: Beyond confirming initial director equity, the document contains no substantive disclosures regarding customers, revenue streams, addressable market size, target screening strategy, proprietary technology, partnership agreements, ongoing litigation, or leadership changes. As a result, the pre-combination capital structure and the investor redemption calculus remain undisturbed. The $10.25 trust/share baseline and SEARCHING designation persist unchanged until a subsequent proxy solicitation material or definitive agreement filing is submitted.
What changed: an SEC Form 3 insider initial ownership report. Director Benjamin Robert Berry is recorded as directly holding 20,000 shares. The filing documents an initial ownership snapshot at the time of reporting rather than a purchase, sale, or transfer, leaving redemption deadlines, trust account valuation, extension voting schedules, deal progress, and sponsor conduct entirely unchanged. Why it matters: For investors tracking SPAC mechanics, this routine compliance exhibit confirms baseline director allocation during the SEARCHING phase without altering any redemption timers, adjusting the per-share trust balance, triggering extension procedures, or signaling management momentum toward a business combination. It contains no forward-looking statements, customer metrics, revenue figures, market-size estimates, technology disclosures, partnership announcements, litigation references, or personnel updates beyond the director designation.
What changed: A routine compliance exhibit, specifically a Form 3 insider ownership report (Statement of Acquisition of Beneficial Ownership) filed with the SEC. According to the filing, reporting persons Wang Tian and Northlake Partners Ltd.—each categorized as a 10% owner—hold 321,017 indirect shares and 1,283,740 indirect shares, respectively. The document discloses no transaction dates, execution prices, or share movements, indicating these reflect standing promoter positions rather than active market activity. As a result, there is no change to HAVA’s cash position, trust account integrity, or public float that would interact with redemption thresholds, extension triggers, or merger closing mechanics. Why it matters: For investors tracking HAVA during its SEARCHING phase, the filing confirms that key sponsors retain foundational equity stakes while the trust account remains entirely undisturbed at the reported $10.25 per share. Because the Form 3 contains no references to target negotiations, business combination timelines, board votes, or sponsor funding commitments, it does not move the redemption calendar or signal imminent deal progress. The document offers no data on customers, revenue streams, addressable markets, technology platforms, commercial partnerships, pending litigation, or executive changes. It functions solely as a transparent cap-table snapshot, reflecting standard regulatory disclosure practices rather than strategic inflection points.
What changed: SEC Form 3, an initial statement of beneficial ownership. This filing records no transactional activity, acquisitions, or dispositions. As disclosed by the reporting persons in the document, Xing Hongbo (identified as a 10% owner) holds 1,038,839 shares indirectly, and Copley Square LLC (identified as a 10% owner) holds 3,329,593 shares indirectly. The document contains zero references to redemption windows, trust account valuations or disbursement timing, extension voting deadlines, target search progress, or sponsor conduct. It also includes no operational claims, revenue or market size assertions, partnership announcements, technology descriptions, or litigation matters. Why it matters: For investors tracking HAVA’s capital mechanics and governance signals, this Form 3 establishes a static baseline of indirect insider and affiliated block sizes but delivers no new information on the redemption calendar, trust distribution sequencing, or deal execution timeline. Because Form 3 submissions merely register initial beneficial ownership rather than subsequent trading or corporate actions, they do not independently indicate sponsor commitment shifts, capital call readiness, or impending shareholder votes without accompanying Forms 4 or Form 8-K disclosures.
What changed: Final prospectus (424B4) for the initial public offering of Harvard Ave Acquisition Corporation, a blank check SPAC, detailing the offering of 14,500,000 units at $10.00 each, with each unit consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. Initial public offering prospectus; establishes trust account of $145,000,000 ($10.00 per public share), 18-month deadline to complete a business combination (extendable by up to 6 months with sponsor deposits of $0.10 per unit per extension), redemption rights at trust value, significant dilution from insider shares purchased at nominal cost, and no target business identified. Sponsors include Copley Square LLC (Cayman, with managing member Hongbo Xing in China) and Northlake Partners Ltd. (BVI, with Tian Wang in China). Three institutional investors expected to become non-managing members of Copley Square LLC. Officers include Sung Hyuk Lee (CEO, South Korea) and Hoon Ji Choi (CFO, South Korea). Why it matters: 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.
What changed: A Form 8-A for Registration of Certain Classes of Securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. This filing registers the registrant’s units, Class A ordinary shares, and rights for trading on The Nasdaq Stock Market LLC. It does not amend redemption calendars, trust account terms, extension mechanisms, or any business combination timeline. According to the filing, each unit consists of one Class A ordinary share, par value $0.0001 per share, and one Right to acquire one-tenth (1/10) of one Class A Ordinary Share. The document incorporates security descriptions from the Registration Statement on Form S-1 (File No. 333-284826, originally filed February 11, 2025) and is executed solely by Chief Executive Officer Sung Hyuk Lee. No modifications to sponsor conduct, deal progress, or redemption windows are disclosed. Why it matters: The filing confirms the administrative step required after an S-1 becomes effective, allowing the securities to trade publicly. For investors tracking HAVA, it verifies the exact instrument structure and exchange listing while confirming the company remains in its SEARCHING phase. The registrant identifies its principal executive office as Seoul, Republic of Korea, and the filing discloses no material developments regarding revenue, market size, technology, partnerships, litigation, or customer metrics. As a routine compliance registration form, it provides no data on trust balances, redemption deadlines, or extension provisions, meaning those mechanics remain controlled by the original prospectus. It signals the completion of post-offering listing formalities rather than any advancement toward a target acquisition or change in shareholder protections.
What changed: A Securities Act Rule 461 correspondence requesting acceleration of the effective date for Harvard Ave Acquisition Corp’s initial Form S-1 registration statement, initially filed February 11, 2025 (File No. 333-284826). Through signatory Stephanie Hu, Co-Head of Investment Banking at D. Boral Capital LLC, the filing requests that the S-1 become effective at 4:00 p.m. Eastern Time on September 30, 2025, or as soon thereafter as practicable, subject to telephone authorization from the Company or outside counsel Robison & Cole LLP. It confirms anticipated distribution of preliminary prospectus copies to underwriters or dealers per Rule 460 and asserts ongoing compliance with Exchange Act Rule 15c2-8. No adjustments to redemption deadlines, trust accounting, extension votes, merger progress, or sponsor conduct are reported or altered. Why it matters: The acceleration pull advances the potential IPO pricing and capital-raising window to late September 2025. For a SPAC currently marked SEARCHING, moving an S-1 toward effectiveness typically signals preparation to price a public offering rather than completing a de SPAC transaction, which indirectly extends the search-phase horizon while deferring any redemption clock mechanics until post-IPO trust establishment. The filing contains no substantive operational disclosures, customer claims, revenue figures, market sizing, technology descriptions, partnership announcements, litigation details, or personnel changes. Any future material shifts will require subsequent registration amendments, proxy statements, or tender offer filings.
What changed: A routine SEC correspondence letter requesting acceleration of an S-1 registration statement under Rule 461. First, this document is a routine compliance exhibit—a formal SEC correspondence requesting acceleration of effectiveness for Form S-1 (File No. 333-284826) under Rule 461. Regarding mechanics, the filing alters nothing concerning redemption deadlines, trust value distributions, extension windows, deal progress, or sponsor conduct; it only requests that the registration statement become effective at 4:00 p.m., Eastern Time, on September 30, 2025. Concerning other substance, the document contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes beyond identifying Sung Hyuk Lee as Chief Executive Officer and carbon-copying Ze’-ev D. Eiger, Esq., and Arila E. Zhou, Esq. Why it matters: This procedural acceleration dictates the prospective pricing and initial listing date for the proposed offering, which in turn sets the baseline for when investor funds enter the trust account and when the subsequent redemption clock would begin post-merger. Because no target acquisition has been announced and the SPAC remains in SEARCHING status, the filing bears no direct impact on a final redemption price or combination timeline. All dates and identifiers are drawn exclusively from the text submitted by management to the Corporation Finance Office.
What changed: Amendment No. 4 to Form S-1 registration statement for the initial public offering of Harvard Ave Acquisition Corp, a blank-check SPAC still searching for a target business. This S-1/A updates the registration statement with final prospectus, audited financials as of December 31, 2024, unaudited as of June 30, 2025, and includes exhibits (Rights Agreement, Investment Management Trust Agreement). Incorporates sponsor restructuring: Copley Square Sponsor Limited transferred shares to Copley Square LLC, added Northlake Partners Ltd. as co-sponsor, added details on private placement structure with Copley non-managing members and restricted Class A shares. Updated dilution tables, use of proceeds, and risk factors including CFIUS, PFIC, and extension mechanics. Why it matters: 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.
What changed: This document is a CORRESP—a written response to U.S. Securities and Exchange Commission Division of Corporation Finance staff comments dated September 24, 2025, addressing Amendment No. 3 to Harvard Ave Acquisition Corporation’s Registration Statement on Form S-1. FIRST, this filing identifies itself in its own terms as a CORRESP submitted contemporaneously with Amendment No. 4 to the Form S-1 Registration Statement. THEN, regarding mechanics: according to Harvard Ave Acquisition Corporation, as articulated by Sung Hyuk Lee and counsel Ze’ev D. Eiger and Arila E. Zhou of Robinson & Cole LLP, the issuer revised Exhibit A to the Investment Management Trust Agreement (filed as Exhibit 10.2 to Amendment No. 4) to state that funds in the trust account will not be released until a business combination has been consummated, or will be consummated concurrently with the transfer of funds to the accounts as directed by the company. This modification addresses SEC staff observations that the prior trust account termination letter implied earlier fund release, which appeared inconsistent with Nasdaq Listing Rule IM-5101-2(a)—which requires at least 90% of gross proceeds to be deposited in a trust maintained by an independent trustee—and conflicted with prior prospectus disclosure stating funds would remain locked until completion of the initial business combination. The revision directly governs the mechanical trigger for trust fund liberation, dictating when residual public shares transition out of trust custody, which determines redemption eligibility windows, extension timelines, and post-consummation conversion mechanics. The company also states it expanded disclosure on pages 46, 145, and 151 of Amendment No. 4 regarding the exclusive forum provision in each of its amended and restated memorandum and articles of association and the rights agreement, detailing the designated litigation forum, subject matter jurisdiction carve-outs, investor risks or impacts, and enforceability uncertainty. THEN, regarding other substance: the filing contains no claims, operational metrics, or strategic disclosures concerning customers, revenue, market size, technology, partnerships, pending litigation outcomes, or personnel. All representations regarding compliance adjustments and procedural revisions originate solely from Harvard Ave Acquisition Corporation’s management and outside counsel, reflecting administrative alignment with SEC guidance rather than commercial developments. Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter regarding Amendment No. 3 to Registration Statement on Form S-1. This document is an SEC comment letter. The SEC Division of Corporation Finance instructs Harvard Ave Acquisition Corporation to amend Amendment No. 3 to its Registration Statement on Form S-1 (filed September 19, 2025, File No. 333-284826). Bearing on trust mechanics and deal progress, the SEC identifies an inconsistency in the trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement (Exhibit 10.2), which states that on the 'September 24, 2025 Consummation Date' company counsel will deliver written notification that the Business Combination has been consummated or will be consummated substantially concurrent with fund transfers. The SEC notes this conflicts with Nasdaq Listing Rule IM-5101-2(a), which states 'at least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee,' and questions how releasing funds earlier than consummation comports with that listing standard. The SEC also flags that the exhibit contradicts the prospectus disclosure that trust funds will not be released until the completion of the initial business combination, and requests revision to align these terms. Regarding investor protections and governance, the SEC requires disclosure of the exclusive forum provision in the amended and restated memorandum and articles of association and the rights agreement, asking for the relevant litigation forum, any subject matter jurisdiction carve outs, associated investor risks, and enforceability uncertainty, referencing page 138 of the Description of Securities. Sponsor conduct is under regulatory review as the firm navigates these structural amendments, with the SEC directing correspondence to Chief Executive Officer Sung Hyuk Lee and designating William Demarest, Wilson Lee, Benjamin Holt, and Jeffrey Gabor as contact points, while copying Ze-ev D. Eiger, Esq. Why it matters: 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.
What changed: Amendment No. 3 to Registration Statement on Form S-1 (S-1/A) for an initial public offering of units, each consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share; also serves as a preliminary prospectus. This third amendment updates the registration statement to include: (1) an underwriting agreement with D. Boral Capital as representative, (2) an amended and restated memorandum and articles of association, (3) a rights agreement, (4) legal opinions from Harney Westwood & Riegels and Robinson & Cole, (5) letter agreements with insiders, (6) investment management trust agreement, (7) registration rights agreement, (8) private placement unit and restricted share purchase agreement, (9) administrative services agreement, (10) securities transfer agreements showing transfer of founder shares from Copley Square Sponsor Limited to Copley Square LLC and then to Northlake Partners Ltd., (11) a code of ethics, and (12) updated financial statements as of June 30, 2025 (unaudited) and for the period from inception through December 31, 2024 (audited). The document also reflects the appointment of new independent director nominees (Gary Dvorchak, Benjamin Berry, Qing Tong) and details the two-sponsor structure (Copley Square LLC and Northlake Partners Ltd.) with specific allocation of insider shares, private placement units, and restricted shares. The trust amount is $180,000,000 (or $207,000,000 if over-allotment exercised) implying $10.00 per public share initially. The company has 18 months (extendable to 24 months) to complete a business combination. Why it matters: 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.
What changed: Amendment No. 2 to Registration Statement on Form S-1 (initial public offering of units) for Harvard Ave Acquisition Corporation, a blank check company (SPAC) incorporated in the Cayman Islands, seeking to raise $180,000,000 by selling 18,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. This amendment updates the registration statement with (i) unaudited financial statements as of June 30, 2025 and for the six months then ended, (ii) updated dilution and capitalization tables reflecting the latest offering size and sponsor share transfers, (iii) disclosure of the surrender of 287,500 Class B shares by the sponsor on July 14, 2025 and the transfer of 2,438,546 Class B shares to Northlake Partners Ltd., (iv) updated pro forma net tangible book value per share under various redemption scenarios (e.g., maximum redemptions yield $0.49 per share without over-allotment), and (v) updated disclosure on the promissory note balance of $395,739 as of June 30, 2025. The document also refines the description of the Copley non-managing members and the private placement structure. Why it matters: 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.
What changed: This document is a SEC comment response letter (CORRESP), functioning as a routine compliance exhibit that transmits the registrant's formal replies to staff inquiries on Amendment No.1 to a Form S-1 registration statement. According to the September 3, 2025 letter signed by Sung Hyuk Lee of Robinson & Cole LLP, Harvard Ave Acquisition Corporation revised Amendment No.2 to address two SEC Staff directives. The Company updated pages 129 and 130 to specify the Class A ordinary shares acquired by the sponsor in the Initial Private Placements, capturing both standalone allocations and those embedded within private placement units alongside restricted share grants. The Company also amended paragraph 3 of Exhibit 5.1 to satisfy Section II.B.1.a of Staff Legal Bulletin No. 19, explicitly confirming that the issued securities are non-assessable and shielding shareholders from liability to the registrant's creditors except in exceptional circumstances. No changes were reported to the trust account balance, public redemption thresholds, extension mechanisms, or target sourcing activity; the filing maintains the entity's SEARCHING designation with zero transactional progress. Why it matters: These adjustments modify the pre-IPO capitalization framework and associated legal opinions rather than altering post-listing shareholder mechanics. By clarifying sponsor private placement holdings and tightening the non-assessable/shareholder liability language, Harvard Ave Acquisition Corporation aims to resolve review objections that typically stall Form S-1 effectiveness, thereby preserving the IPO launch timeline necessary to evaluate a business combination. The document contains no disclosed figures or assertions regarding customer contracts, revenue run-rates, addressable market size, operational strategy, technology development, partnership arrangements, executive transitions, or pending litigation; consequently, it does not shift public shareholder tender strategies, trust distribution expectations, or extension vote calculus. Investors tracking SEC comment resolution rates and capitalization table fidelity should monitor whether subsequent amendments clear remaining objections or advance the registration toward effectiveness.
What changed: SEC Division of Corporation Finance staff comment letter dated August 1, 2025 regarding Amendment No. 1 to the Form S-1 registration statement (File No. 333-284826) for Harvard Ave Acquisition Corporation, addressed to Chief Executive Officer Sung Hyuk Lee at 3rd Floor, 166 Yeongsin-ro, Yeongdengpo-gu, Seoul, 07362 Republic of Korea. The SEC staff requested two amendments to the registration filing. Staff directed revision of the Principal Shareholders section on page 127 to explicitly disclose Class A ordinary shares to be purchased by the sponsor in the Initial Private Placements, including shares within private placement units and restricted Class A ordinary shares. Staff also directed expansion of the legal opinion at Exhibit 5.1 to address whether shareholders are liable to the registrant’s creditors regarding the non-assessable status of the shares, citing Staff Legal Bulletin No. 19 (October 14, 2011). The document reports no changes to redemption calendars, trust account mechanics, extension provisions, target acquisition progress, or sponsor conduct. Why it matters: 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.
What changed: Amendment No. 1 to an S-1 registration statement for a SPAC IPO seeking to register 18,000,000 units (plus over-allotment) at $10.00/unit for up to $180 million in gross proceeds; each unit contains one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. This is the first amendment filed on July 15, 2025, updating the preliminary prospectus from the original filing. The filing adds detailed underwriting pricing, trust mechanics (trust will hold $10.00 per unit, with $180 million to be placed in trust), lock-up and dilution disclosure, management biographies, related-party transaction descriptions, and complete audited financials for the period from August 15, 2024 (inception) through December 31, 2024, as well as unaudited interim financials for the three months ended March 31, 2025. It also incorporates sponsor and insider share structure, redemption mechanics (per-share redemption equal to trust proceeds), and a 15% redemption cap. No target has been identified; the SPAC remains searching. Trust value is $10.25 per share as stated in the query header, though the filing specifies $10.00 per unit deposited in trust. Why it matters: 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.
What changed: A Securities and Exchange Commission correspondence letter (CORRESP) responding to Division of Corporation Finance staff comments on a Form S-1 registration statement, filed concurrently with an amended registration statement. In a letter dated July 15, 2025, Sung Hyuk Lee acting on behalf of the Company addressed SEC staff comments dated February 24, 2025 regarding File No. 333-284826. The Company stated it has revised the Amended Registration Statement to clearly disclose that each unit consists of one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary share. The Company also confirmed it updated the cover page, aligned internal page references to the Amended Registration Statement, and modified the filing fee table to register all proposed securities, specifically 28,750,000 rights. The Company acknowledged comments previously cited on page 124 and page 16 of the original February 11, 2025 filing. Why it matters: This filing does not alter redemption deadlines, trust account mechanics, extension voting schedules, business combination progress, or sponsor governance. The Company remains in a SEARCHING status and the amendment functions strictly as a pre-IPO regulatory compliance submission addressing prospectus formatting and unit composition transparency. Because the Company's representatives limited the changes to SEC comment resolution and fee table updates, the reported $10.25 per-share trust baseline and shareholder liquidity parameters remain untouched. Investors tracking capital raise completion, target identification, or eventual merger votes should disregard this correspondence for timeline purposes and await subsequent S-4, DEFM14A, or preliminary proxy filings.
What changed: SEC Division of Corporation Finance comment letter regarding Harvard Ave Acquisition Corp’s Form S-1 registration statement (filed February 11, 2025, File No. 333-284826). As the SEC staff states in the letter, the company’s filings describe each unit as comprising one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary share. The staff references the company’s page 16 acknowledgment that 28,750,000 rights are among the registered securities and directs the company to amend the cover page to clearly display the unit structure and update the filing fee table to capture every security. Concerning mechanics: the correspondence confirms the SPAC remains in the SEARCHING phase; no target has been identified, so no redemption deadline, trust disbursement schedule, extension vote, or business combination progress is triggered or altered. The SEC Division of Corporation Finance explicitly reminds the company and its management, led by Chief Executive Officer Sung Hyuk Lee, that they retain ultimate responsibility for disclosure accuracy regardless of the staff’s review actions or silence. On additional substance: the letter assigns inquiry channels for financial matters to William Demarest and Wilson Lee, general matters to Benjamin Holt and Jeffrey Gabor, copies Ze-ev D. Eiger, Esq., and invokes Rules 460 and 461 to govern acceleration requests and mandatory review timelines. Why it matters: 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.
What changed: SEC comment response letter (CORRESP) detailing the Company’s written replies to Staff feedback on its Amendment No. 1 to Draft Registration Statement on Form S-1. Mechanics, Deal Progress, and Sponsor Conduct: The filing confirms the entity remains in the pre-IPO search phase, advancing to Amendment No. 1 of its draft S-1 following submissions on January 7, 2025. On sponsorship structures, the Company disclosed revisions to pages 5, 91, and 110 to detail how private placement warrants may convert from sponsor loans, creating potential dilution for public purchasers. On deal structure, the Company clarified on page 152 that initial shareholders will sign a lock-up letter agreement effective upon the registration statement’s declaration, but explicitly omitted any separate lock-up agreement with underwriters. The filing does not address trust account valuations, redemption pricing tiers, vote thresholds, or extension triggers. Why it matters: Investors tracking redemptions and post-combination liquidity should note that the conversion of sponsor loans into tradable warrants introduces a defined overhang mechanic absent from standard PIPE structures, and the lack of an underwriter lock-up removes a typical short-term price floor, placing reliance on the initial shareholders’ letter agreement for early trading stability. Beyond mechanics, the document contains administrative and compliance disclosures: the Company agreed to italicize cross-references to compensation, securities issuance, dilution, and conflicts of interest per Regulation S-K Items 1602(a)(3), (4), and (5); it cites prior page references including 2, 3, 89, 92, and 152; it acknowledges the SEC comment period opening January 23, 2025; and it identifies signing executive Sung Hyuk Lee and outside counsel Ze'-ev D. Eiger of Robinson & Cole LLP at (212) 451-2907. All corporate assertions, structural descriptions, and regulatory compliance positions are attributed to management and legal counsel as presented in this correspondence and the referenced S-1 amendments.
What changed: Form S-1 registration statement for the initial public offering of Harvard Ave Acquisition Corporation, a blank-check company (SPAC) organized to acquire or merge with one or more businesses. First public filing; no prior registration statements to compare. Establishes the IPO terms: 25,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right (entitling holder to one-eighth of a Class A share at business combination). Trust deposit is $10.00 per public share (aggregate $250,000,000, or $287,500,000 if over-allotment exercised). Sponsor purchases 4,600,000 private placement warrants at $1.00 each. Deadline to complete a business combination is 18 months from closing, extendable by up to 6 months (two 3-month extensions) if sponsor deposits $2,500,000 per extension ($0.10 per unit). Redemption rights: public shareholders may redeem shares at trust value (initially $10.00 per share) upon consummation of business combination. Sponsor and insiders hold 7,187,500 Class B ordinary shares (20% post-IPO, subject to forfeiture of up to 937,500 shares if over-allotment not exercised). Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter addressing Amendments to Draft Registration Statement on Form S-1. The SEC Division of Corporation Finance has reissued prior comments requiring highlighted cross-references for compensation, securities issuance, dilution, and conflicts of interest. Staff note that sponsor-converted private placement warrants may result in material dilution to purchasers' equity interests, demanding expanded disclosure outside the compensation table. Staff also require a table revision to disclose the underwriter lock-up agreement. The filing confirms the issuer remains in a SEARCHING phase with no modifications to redemption calendars, trust account distributions, extension provisions, or definitive merger agreements. Why it matters: As noted by SEC reviewers William Demarest, Wilson Lee, Benjamin Holt, and Jeffrey Gabor, the comments focus exclusively on regulatory compliance formatting and sponsor equity mechanics rather than commercial traction. The staff directs management to expand disclosures on pages 3, 89, and 92 regarding Proposed Business and sponsor structures. No assertions regarding customer concentration, recurring revenue, total addressable market, proprietary technology, strategic partnerships, pending litigation, or executive succession appear in the text. Because the document is a standard regulatory comment cycle targeting Amendment No. 1 (originally submitted January 7, 2025, following comments dated December 12, 2024), it does not advance deal momentum but flags mandatory disclosure revisions before final S-1 effectiveness. Contact directives reference CIK No. 0002042460 and the Seoul headquarters at 3rd Floor, 166 Yeongsin-ro Yeongdengpo-gu, 07362 Republic of Korea.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.