HAVA

Business Context and Reporting Period

Company: Harvard Ave Acquisition Corporation (a Cayman Islands exempted company).

Reporting Period: Quarter ended September 30, 2025 (Form 10-Q).

Business Status: The Company is a "blank check" company formed on August 15, 2024, with no operating revenues. Its sole purpose is to effect a business combination (merger, acquisition, etc.). As of the balance sheet date, the Company had not commenced operations, and its activities were limited to organizational efforts and IPO preparation.

Subsequent Event: On October 24, 2025, the Company consummated its Initial Public Offering (IPO) of 14,500,000 Units at $10.00 per unit, generating gross proceeds of $145,000,000. Simultaneously, a private placement generated an additional $3,399,640.

Key Financial Metrics

Note: The Company reported zero cash on hand as of September 30, 2025, as funds were held in a related party account pending the IPO closing.

Material Changes vs. Prior Period

• Asset Growth: Total assets increased from $216,817 to $2,273,303, driven primarily by a related party receivable of $1,865,088. This receivable represents proceeds received in advance from Sponsors for the private placement consummated simultaneously with the IPO.
• Liability Increase: Current liabilities rose significantly to $2,429,736, largely due to $1,855,308 recorded as "Due to Sponsors" (advances for the private placement) and an increase in the related party promissory note to $431,730.
• Accumulated Deficit: The accumulated deficit grew from $(84,721) to $(181,433) due to formation and operating costs incurred during the nine-month period.
• Share Structure: Following the IPO and the forfeiture of the underwriters' over-allotment option, Sponsors surrendered 725,000 Class B ordinary shares, resulting in a final holding of 5,558,333 insider shares.

Outlook, Risks, and Management Commentary

• Going Concern: The filing explicitly states that the Company's working capital deficiency and the mandatory liquidation timeline raise substantial doubt about its ability to continue as a going concern. Management plans to address this only through the consummation of a business combination.
• Business Combination Timeline: The Company has 18 months from the IPO closing (October 24, 2025) to complete a business combination, extendable to 24 months. Failure to do so will result in liquidation and redemption of public shares.
• Trust Account: $145,000,000 was placed in a U.S.-based Trust Account upon IPO closing. Funds are invested in U.S. government treasury bills or money market funds and are generally not accessible until a business combination or liquidation.
• Risks: Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) is cited as a risk factor that could disrupt capital markets and the search for a target. Additionally, the Company has no assurance that it will successfully complete a business combination.
• Controls and Procedures: Management concluded that disclosure controls and procedures were not effective as of September 30, 2025.

Investor Verification Checklist

• IPO Closing Confirmation: Verify the final closing details of the October 24, 2025 IPO and the exact amount deposited into the Trust Account ($145,000,000).
• Related Party Receivable Resolution: Confirm the transfer of the $1.865 million related party receivable into the Company's direct control and the corresponding reduction in "Due to Sponsors" liability.
• Deferred Underwriting Fees: Note the $4,350,000 deferred underwriting fee payable only upon successful completion of a business combination.
• Share Forfeiture: Verify the final share count following the forfeiture of the over-allotment option and the subsequent cancellation of 725,000 Class B shares.
• Internal Controls: Monitor future filings for remediation of the ineffective disclosure controls and procedures noted in this report.