Business Context and Reporting Period
Harvard Ave Acquisition Corporation, a Cayman Islands exempted company and emerging growth company, filed this Form 8-K on October 30, 2025, to report events occurring on October 24, 2025. The Company consummated its initial public offering (IPO) and established a trust account for public shareholders.
Key Financial Metrics
- Gross Proceeds from IPO: $145,000,000 from the sale of 14,500,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $3,399,640 from the sale of Private Securities to Sponsors (Copley Square LLC and Northlake Partners Ltd.).
- Trust Account Balance: $145,000,000 placed in trust with Continental Stock Transfer & Trust Company (net of transaction expenses and working capital).
- Securities Issued: 14,500,000 Public Units, 339,964 Private Units (273,947 to Copley Square; 66,017 to Northlake Partners), and 1,019,892 Private Shares (764,892 to Copley Square; 255,000 to Northlake Partners).
- Profit, Cash Flow, and Margins: The filing text does not provide specific values for net income, operating cash flow, or profit margins, as this is a pre-business combination SPAC filing.
- Debt: The filing text does not disclose specific debt obligations.
Material Changes
This filing represents the Company's initial capitalization event. There is no prior comparable period for financial performance as the Company was formed specifically for this IPO. The primary material change is the transition from a private entity to a public company with $145,000,000 in trust assets.
Outlook, Risks, and Management Commentary
- Business Combination: The Company must complete an initial business combination to utilize the trust funds. Rights included in the Units entitle holders to exchange for one-tenth of one Class A Ordinary Share upon completion of this combination.
- Trust Structure: Proceeds are held in a trust account for the benefit of public shareholders and underwriters.
- Financial Statements: An audited balance sheet as of October 24, 2025, is included as Exhibit 99.1.
- Risks: Standard SPAC risks apply, including the risk of failing to complete a business combination within the required timeframe, though specific risk factors are detailed in the referenced Form S-1 (File No. 333-284826).
Investor Verification Checklist
- Verify the final audited balance sheet (Exhibit 99.1) to confirm the exact cash balance and any transaction expenses deducted from the trust.
- Review the Form S-1 (File No. 333-284826) for detailed terms regarding the Private Securities and the limited exceptions to the Public Units.
- Confirm the timeline and conditions for the initial business combination as outlined in the Company's charter and S-1.
- Monitor the status of the trust account and any potential redemptions by public shareholders.