Business Context and Reporting Period
Company: Harvard Ave Acquisition Corp (HAVA)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: The Company is a Cayman Islands exempted company and a "blank check" special purpose acquisition company (SPAC) formed on August 15, 2024. It has no active operations and has not generated operating revenue. Its sole purpose is to effect a merger, share exchange, or asset acquisition with one or more target businesses. On October 24, 2025, the Company consummated its Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $729,121 |
| Operating Costs | $273,933 |
| Interest Income (Trust Account) | $1,003,054 |
| Trust Account Balance | $146,003,054 |
| Working Capital | $635,210 |
| Related Party Receivable | $965,240 |
| Deferred Underwriting Fee | $4,350,000 |
| Promissory Note (Related Party) | $331,730 |
Material Changes vs. Prior Period
- Revenue Generation: The Company had no revenue in the prior period (inception through Dec 31, 2024). For 2025, it generated $1,003,054 in non-operating interest income from the Trust Account.
- Profitability: The Company moved from a net loss of $84,721 in 2024 to a net income of $729,121 in 2025, driven by interest income exceeding operating costs.
- Capital Structure: Following the October 24, 2025 IPO, the Company raised $145,000,000 in gross proceeds from the sale of 14,500,000 Units and $3,399,640 from a private placement. Total assets increased from $216,817 in 2024 to $147,112,206 in 2025.
- Share Count: As of December 31, 2025, there were 14,500,000 Class A ordinary shares subject to possible redemption and 4,833,333 Class B ordinary shares outstanding.
Guidance, Outlook, Risks, and Contingencies
Outlook and Strategy
The Company has 18 months from the IPO closing (October 24, 2025) to complete an initial business combination, extendable to 24 months. Management intends to target businesses with strong management teams, long-term revenue visibility, and defensible market positions. No specific target has been identified.
Risks and Contingencies
- Going Concern: The financial statements include a "Going Concern" warning. The Company has incurred significant costs and expects to continue doing so. There is substantial doubt about its ability to continue as a going concern within one year if a business combination is not consummated.
- Redemption Risk: Public shareholders have the right to redeem their shares for a pro rata portion of the Trust Account (approx. $10.07 per share as of Dec 31, 2025) upon the completion of a business combination or liquidation.
- Related Party Receivable: A significant portion of the Company's working capital ($965,240) is held in a bank account owned by a related party to the Sponsor, recorded as a receivable. The Company does not have direct ownership of this account.
- Geopolitical Risks: The filing notes potential adverse impacts from global conflicts (Russia-Ukraine, Israel-Hamas) on capital markets and the ability to complete a transaction.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of December 31, 2025.
Investor Verification Checklist
- Verify the status of the $965,240 related party receivable and the Company's ability to access these funds for operations.
- Confirm the timeline for the initial business combination (deadline: April 2027, extendable to October 2027).
- Review the terms of the $4,350,000 deferred underwriting fee payable upon closing of a business combination.
- Assess the impact of the "Going Concern" qualification on the Company's ability to secure additional financing if needed.
- Monitor the effectiveness of internal controls over financial reporting, given the current ineffectiveness noted by management.