HAVA

Business Context and Reporting Period

Company: Harvard Ave Acquisition Corporation (SPAC)

Reporting Period: Quarter ended March 31, 2026

Status: The Company is a blank check company incorporated in the Cayman Islands, formed to effect a business combination. It has not commenced operations and generates no operating revenue. The Company consummated its Initial Public Offering (IPO) on October 24, 2025, raising $145,000,000, with proceeds held in a Trust Account. The Company is classified as a shell company, a smaller reporting company, and an emerging growth company.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability Shift: The Company reported a net income of $1.14 million in Q1 2026, compared to a net loss of $21,822 in Q1 2025. This reversal is driven entirely by interest income earned on the Trust Account ($1.30 million) following the October 2025 IPO, which did not exist in the prior period.
• Operating Costs: Formation and operating costs increased significantly to $161,947 in Q1 2026 from $21,822 in Q1 2025, reflecting post-IPO compliance and search activities.
• Balance Sheet: Total assets grew to $148.3 million, primarily due to the $147.3 million held in the Trust Account. In Q1 2025, the Company was pre-IPO with minimal assets.
• Share Structure: As of March 31, 2026, there were 14,500,000 Class A ordinary shares subject to possible redemption and 4,833,333 Class B ordinary shares outstanding. The underwriters forfeited their over-allotment option in October 2025, resulting in the cancellation of 725,000 Class B shares.

Outlook, Risks, and Management Commentary

• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern within one year. The Company relies on completing a business combination within 18 months (extendable to 24 months) of the IPO closing. If unsuccessful, the Company will liquidate.
• Liquidity: The Company holds $867,711 in a related party receivable (cash in a bank account owned by a related party) and has working capital of $473,263. Management does not believe additional funds are needed for operations but may seek working capital loans from sponsors if necessary.
• Business Combination Deadline: The Company must complete a business combination by April 2027 (18 months from IPO) or October 2027 (if extended). Failure to do so triggers a mandatory redemption of public shares and 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's disclosure controls and procedures were deemed not effective as of March 31, 2026.
• Contingencies: A deferred underwriting fee of $4,350,000 is payable upon the completion of a business combination. If no combination occurs, this fee is forfeited.

Investor Verification Checklist

• Trust Account Yield: Verify the interest rate environment and the specific yield on the $147.3 million Trust Account to assess future accretion to redemption value.
• Related Party Receivable: Confirm the status of the $867,711 receivable held in a sponsor-related bank account and the timeline for the Company to gain direct access to these funds.
• Going Concern Status: Monitor the Company's progress in identifying a target business within the 18-month window to avoid forced liquidation.
• Internal Controls: Review subsequent filings for remediation of the ineffective disclosure controls and procedures noted in this report.
• Redemption Value: Track the per-share redemption value, which stood at $10.16 as of March 31, 2026, to understand potential cash returns to public shareholders.