Harvard Ave Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

Harvard Ave Acquisition Corp. filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Harvard Ave Acquisition Corp. filed an 8-K on October 27, 2025, reporting on events that occurred on October 22, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, changes in officers and directors, amendments to governing documents, and other events. The company, previously named Harvard Ave Acquistion Corp, changed its name on October 24, 2024.

Why It Matters

This 8-K filing signals significant corporate actions and potential strategic shifts for Harvard Ave Acquisition Corp., which could impact its future operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and changes in corporate governance, which can introduce uncertainty and potential risks.

Key Numbers

• 001-42887 — SEC File Number (Identifies the company's filing with the SEC.)
• 251419896 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Harvard Ave Acquisition Corp. (company) — Registrant
• Harvard Ave Acquistion Corp (company) — Former Company Name
• October 27, 2025 (date) — Report Date
• October 22, 2025 (date) — Earliest Event Date
• October 24, 2024 (date) — Name Change Date

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $145,000,000 — per Unit, generating gross proceeds of $145,000,000. Substantially concurrently with the c
• $3,399,640 — sold for an aggregate purchase price of $3,399,640. In connection with the IPO, the Compa

Filing Documents

• ea0262555-8k_harvard.htm (8-K) — 44KB
• ea026255501ex1-1_harvard.htm (EX-1.1) — 264KB
• ea026255501ex3-1_harvard.htm (EX-3.1) — 314KB
• ea026255501ex4-1_harvard.htm (EX-4.1) — 66KB
• ea026255501ex10-1_harvard.htm (EX-10.1) — 71KB
• ea026255501ex10-2_harvard.htm (EX-10.2) — 69KB
• ea026255501ex10-3_harvard.htm (EX-10.3) — 90KB
• ea026255501ex10-4_harvard.htm (EX-10.4) — 92KB
• ea026255501ex10-5_harvard.htm (EX-10.5) — 56KB
• ea026255501ex10-6_harvard.htm (EX-10.6) — 79KB
• ea026255501ex10-7_harvard.htm (EX-10.7) — 13KB
• ea026255501ex99-1_harvard.htm (EX-99.1) — 9KB
• ea026255501ex99-2_harvard.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 42KB
• 0001213900-25-102570.txt ( ) — 1233KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 30, 2025, the Registration Statement on Form S-1 (File No. 333-284826) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Harvard Ave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission. On October 24, 2025, the Company consummated the IPO of 14,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), each Right entitling the holder thereof to exchange for one-tenth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $145,000,000. Substantially concurrently with the closing of the IPO, the Company completed (1) the private sale of 273,947 units (the “Private Units”), and 764,892 Class A Ordinary Shares (the “Private Shares” and together with the Private Units, the “Private Securities”) to Copley Square LLC, a Cayman Islands limited liability company (“Copley Square”), and (2) the private sale of 66,017 Private Units and 255,000 Class A Ordinary Shares to Northlake Partners Ltd., a British Virgin Islands company (“Northlake Partners” and together with Copley Square, the “Sponsors”). Each Private Unit consists of one Class A Ordinary Share and one Right. The Private Units are identical to the Units sold in the IPO, price of $3,399,640. In connection with the IPO, the Company entered into the following agreements, the forms of which were p

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities Substantially concurrently with the closing of the IPO, the Company completed the private sale of 339,964 Private Units and 1,019,892 Private Shares to the Sponsors for an aggregate purchase price of $3,399,640. The Private Units are identical to the Units issued in the IPO. The Private Securities are subject to limited exceptions as further described in the Registration Statement. The issuance of the Private Securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

02 Departure of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective on September 30, 2025, in connection with the effectiveness of the Registration Statement, Gary Dvorchak, Benjamin Berry, and Qing Tong became directors of the Company. The board of directors of the Company has determined that each of Gary Dvorchak, Benjamin Berry, and Qing Tong are independent directors under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and has determined that Qing Tong qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Gary Dvorchak, Benjamin Berry, and Qing Tong will serve as members of the audit committee, with Qing Tong serving as chair of the audit committee. The Company will reimburse the officers and directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors at the closing of the Company’s initial business combination. Other than as set forth in Item 1.01 of this report and the Registration were appointed as directors, nor are they party to any transactions involving the Company required to be disclosed under Item 404(a) of Regulation S-K. 2

03 Amendments to the Memorandum and

Item 5.03 Amendments to the Memorandum and Articles of Association. On September 26, 2025, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $145,000,000, from the proceeds of the IPO and the sale of the Private Securities (net of transaction expenses and working capital) were placed in the Company’s trust account. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and dissolution expenses, the proceeds from the IPO and the sale of the Private Securities held in the trust account will not be released until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of obligation to redeem 100% of the Company’s public shares if the Company does not complete the Company’s initial business combination within 18 months from the closing of the IPO or up to 24 months (in the event the Company extends the period of time to consummate a business combination two times by an additional three months each time), or (B) with respect to any other provision relating to shareholder’s rights or pre-business combination activity, and (iii) the redemption of all the Company’s public shares if the Company is unable to complete its initial business combination within 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate a business combination by the full amount of time), subject to applicable law. On October 22, 2025, the Company issued a press release, a copy of which is filed as Exhibit 99.1 to this report, announcing the pricing of the IPO. On October 24, 2025, the Company issued a press release, a copy of which is filed as Exhibit 99.2 to this report, announcing the closing of the IPO. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description of Exhibits 1.1 Underwriting Agreement, dated October 22, 2025, by and between the Company and the Representative. 3.1 Amended and Restated Memorandum and Articles of Association, dated September 26, 2025. 4.1 Rights Agreement, dated October 22, 2025, between the Company and CST, as rights agent. 10.1 Private Placement Units and Restricted Share Purchase Agreement, dated October 22, 2025, between the Company and Copley Square. 10.2 Private Placement Units and Restricted Share Purchase Agreement, dated October 22, 2025, between the Company and Northlake Partners. 10.3 Investment Management Trust Agreement, dated October 22, 2025, between the Company and CST, as trustee. 10.4 Registration Rights Agreement, dated October 22, 2025, among the Company, the Sponsors, and certain officers and directors of the Company. 10.5 Letter Agreement, dated October 22, 2025, among the Company, the Sponsors, and certain officers and directors of the Company. 10.6 Indemnity Agreement, dated October 22, 2025, between the Company and each of the officers and directors of the Company. 10.7 Administrative Agreement, dated October 22, 2025, between the Company and Copley Square. 99.1 Press Release, dated October 22, 2025. 99.2 Press Release, dated October 24, 2025. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Harvard Ave Acquisition Corporation By: /s/ Sung Hyuk Lee Name: Sung Hyuk Lee Title: Chief Executive Officer Date: October 27, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR