Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Harvard Ave Acquisition Corporation, a Cayman Islands exempted company. The report covers events occurring between September 30, 2025, and October 24, 2025, with the filing date of October 27, 2025. The Company is an emerging growth company incorporated in the Cayman Islands with principal executive offices in Seoul, Republic of Korea.
Key Financial Metrics
- IPO Proceeds: The Company sold 14,500,000 Units at $10.00 per Unit, generating gross proceeds of $145,000,000.
- Private Placement Proceeds: The Company sold Private Securities (Units and Shares) to Sponsors Copley Square LLC and Northlake Partners Ltd. for an aggregate purchase price of $3,399,640.
- Trust Account: A total of $145,000,000 from the IPO and Private Securities (net of transaction expenses and working capital) was placed in the Company's trust account.
- Revenue, Profit, and Cash Flow: The filing text does not provide specific revenue, profit, or operating cash flow figures, as the Company is a pre-business combination Special Purpose Acquisition Company (SPAC).
- Debt and Liquidity: No debt is reported. Liquidity is primarily held in the trust account pending a business combination.
Material Changes
The primary material change is the transition from a private entity to a public company following the IPO closing on October 24, 2025. This event resulted in the issuance of 14,500,000 public Units and 339,964 Private Units, alongside 1,019,892 Private Shares. Additionally, the Company adopted an Amended and Restated Memorandum and Articles of Association on September 26, 2025.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 18 months from the IPO closing to complete an initial business combination. This period may be extended up to 24 months by extending the timeline two times for an additional three months each.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the specified timeframe or if shareholders vote to amend specific provisions of the Articles of Association.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or for the payment of taxes and dissolution expenses.
- Corporate Governance: Gary Dvorchak, Benjamin Berry, and Qing Tong were appointed as independent directors effective September 30, 2025. Qing Tong serves as the chair of the audit committee and is designated as an audit committee financial expert.
Investor Verification Checklist
- Verify the exact amount of funds remaining in the trust account after deducting transaction expenses and working capital.
- Confirm the specific terms of the extension rights regarding the 18-month to 24-month business combination deadline.
- Review the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts, commissions, and any lock-up provisions.
- Examine the Private Placement agreements (Exhibits 10.1 and 10.2) to understand the rights and restrictions attached to the Private Securities held by Sponsors.
- Assess the Company's current cash position outside the trust account to determine its ability to fund operations until a business combination is consummated.