HAVAR Targets $180M IPO for SPAC, Warns of Shareholder Dilution

TL;DR

**This SPAC is a high-risk bet on management's ability to find a deal, with significant potential for public shareholder dilution from insider shares and anti-dilution provisions.**

AI Summary

Harvard Ave Acquisition Corporation (HAVAR) filed an S-1/A on September 19, 2025, for an initial public offering of 18,000,000 units at $10.00 per unit, aiming to raise $180,000,000. Each unit comprises one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon business combination. The company, a blank check entity, has granted D. Boral Capital a 45-day option to purchase an additional 2,700,000 units for over-allotments. HAVAR is an 'emerging growth company' and has 18 to 24 months to complete a business combination. Sponsors Copley Square LLC and Northlake Partner Ltd. collectively own 6,900,000 Class B ordinary shares, which will convert to Class A shares, subject to anti-dilution adjustments that could dilute public shareholders. Additionally, sponsors will purchase 339,964 private placement units and 1,019,892 restricted Class A ordinary shares for an aggregate of $3,399,640 in a separate private placement.

Why It Matters

This S-1/A filing signals Harvard Ave Acquisition Corp.'s intent to raise $180 million, providing a new SPAC vehicle for investors seeking exposure to a future, yet-to-be-identified business combination. The structure, including rights and potential anti-dilution adjustments for insider shares, could significantly impact investor returns, particularly given the 25% ownership of initial shareholders post-IPO. The 18-24 month timeline for a business combination creates a time-sensitive investment, while the redemption limitations for large shareholders (over 15%) could affect liquidity and control. This offering enters a competitive SPAC market, where investor scrutiny on sponsor alignment and dilution is high.

Risk Assessment

Risk Level: high — The risk level is high due to significant potential for dilution, as initial shareholders will own 25% of outstanding shares post-IPO, and anti-dilution adjustments could issue Class A shares on a greater than one-to-one basis upon conversion of Class B shares. Additionally, public shareholders are restricted from redeeming more than 15% of shares, limiting their exit options if they disagree with a proposed business combination.

Analyst Insight

Investors should carefully evaluate the potential for dilution from the 6,900,000 insider shares and the anti-dilution provisions before investing. Given the 18-24 month window for a business combination, investors should also assess management's track record and the competitive landscape for SPAC targets.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $180,000,000 — Total offering size (Represents the capital Harvard Ave Acquisition Corporation aims to raise from its IPO of 18,000,000 units at $10.00 each.)
• 18,000,000 — Units offered (The number of units being sold in the initial public offering.)
• $10.00 — Price per unit (The offering price for each unit in the IPO.)
• 2,700,000 — Over-allotment units (Additional units D. Boral Capital has an option to purchase.)
• 1/10 — Fractional share per right (Each right entitles the holder to receive one-tenth of one Class A ordinary share.)
• 18-24 months — Time to consummate business combination (The period Harvard Ave Acquisition Corporation has to complete its initial business combination.)
• 6,900,000 — Insider Class B ordinary shares (Total Class B shares owned by initial shareholders, convertible to Class A shares.)
• 25% — Initial shareholder ownership (The aggregate ownership of initial shareholders in the total number of ordinary shares outstanding upon completion of the offering.)
• $5,000,001 — Minimum net tangible assets (The minimum net tangible assets the company must maintain upon consummation of a business combination.)
• $3,399,640 — Private placement purchase price (Aggregate purchase price for 339,964 private placement units and 1,019,892 restricted Class A ordinary shares by sponsors.)

Key Players & Entities

• Harvard Ave Acquisition Corporation (company) — Registrant for S-1/A filing
• D. Boral Capital (company) — Representative of the underwriters, granted 45-day over-allotment option
• Copley Square LLC (company) — One of two sponsors, owning 4,241,454 insider shares
• Northlake Partner Ltd. (company) — One of two sponsors, owning 2,438,546 insider shares
• Sung Hyuk Lee (person) — CEO and Director, owning 100,000 insider shares
• Hoon Ji Choi (person) — CFO and Director, owning 60,000 insider shares
• Hongbo Xing (person) — Sole director and manager of Copley Square Sponsor Limited
• Tian Wang (person) — Sole member and director of Northlake Partner Ltd.
• Continental Stock Transfer & Trust Company, LLC (company) — Trustee for the Trust Account
• Robinson & Cole LLP (company) — Legal counsel for the registrant

FAQ

Risk Factors

• Dilution from Sponsor Shares and Private Placements [high — financial]: The sponsors, Copley Square LLC and Northlake Partner Ltd., collectively own 6,900,000 Class B ordinary shares that will convert to Class A shares. Additionally, they will purchase 339,964 private placement units and 1,019,892 restricted Class A ordinary shares. These shares, subject to anti-dilution adjustments, could significantly dilute the ownership stake of public shareholders.
• Failure to Consummate Business Combination [high — operational]: HAVAR has a limited timeframe of 18 to 24 months to identify and complete a business combination. Failure to do so will result in the dissolution of the company and distribution of remaining funds from the trust account, meaning investors may not see a return on their investment.
• Redemption Rights Impact on Business Combination [medium — financial]: A large number of public shareholders may exercise their redemption rights, potentially reducing the available capital for the business combination. This could prevent HAVAR from completing its most desirable acquisition or optimizing its capital structure.
• Potential Excise Tax on Redemptions [medium — regulatory]: The proceeds in the trust account are subject to potential excise taxes, such as those under the Inflation Reduction Act of 2022, which could reduce the amount available for distribution to shareholders upon redemption or dissolution.
• Minimum Net Tangible Assets Requirement [medium — financial]: Upon consummation of a business combination, HAVAR must maintain minimum net tangible assets of $5,000,001. This requirement could lead to the redemption of additional public shares, further impacting the capital available for the acquisition.
• Limited Time for Target Identification [medium — operational]: As a blank check company, HAVAR's primary objective is to find a target business. The 18-24 month window is a critical constraint, and the success of the IPO hinges on the management team's ability to execute this search effectively.

Industry Context

Harvard Ave Acquisition Corporation operates within the Special Purpose Acquisition Company (SPAC) sector. This industry has seen significant growth and subsequent volatility, with SPACs raising substantial capital to identify and merge with private companies. The competitive landscape is driven by the ability of management teams to source attractive targets and execute timely business combinations within regulatory and market constraints.

Regulatory Implications

As a blank check company, HAVAR is subject to SEC regulations governing IPOs and SPACs. Key regulatory considerations include disclosure requirements, shareholder voting rights, and the timeline for completing a business combination. The potential for excise taxes on redemptions, as introduced by legislation like the Inflation Reduction Act, adds another layer of regulatory complexity.

What Investors Should Do

1. Carefully review the risk factors, particularly those related to dilution from sponsor shares and the potential impact of redemption rights on the business combination.
2. Understand the limited timeframe for consummating a business combination (18-24 months) and the consequences of failure to do so.
3. Assess the management team's experience and track record in identifying and executing business combinations.
4. Consider the implications of the fractional share structure for rights and the need to hold rights in multiples of ten to receive full shares.

Key Dates

• 2025-09-19: Filing of S-1/A — Indicates the company's intent to go public and provides detailed information about the offering structure, risks, and business plan.

Glossary

Blank Check Company

A shell corporation that is set up to acquire or merge with an existing company. It raises capital through an IPO with the intention of using the funds to acquire a target business. (HAVAR is a blank check company, meaning its primary purpose is to find and acquire another business.)

Units

A security that combines two or more different types of securities, typically a stock and a warrant or right, sold together as a single package. (HAVAR is offering units, each consisting of a Class A ordinary share and a right to receive a fraction of a Class A ordinary share.)

Rights

A type of security that gives the holder the option to purchase additional shares of stock at a specified price within a certain timeframe. (Each unit includes a right to receive one-tenth of a Class A ordinary share upon business combination, impacting potential future share count.)

Class B Ordinary Shares

A class of shares typically held by founders or early investors, often with different voting rights or conversion privileges compared to Class A shares. (Sponsors hold Class B shares that will convert to Class A shares, potentially diluting public shareholders.)

Trust Account

An account established by a special purpose acquisition company (SPAC) to hold the proceeds from its IPO. These funds are typically used to finance the acquisition of a target company. (The IPO proceeds will be placed in a trust account, and funds will be distributed from it for the business combination or upon dissolution.)

Redemption Rights

The right of shareholders in a SPAC to redeem their shares for cash at a specified price (usually the IPO price plus accrued interest) if they do not approve of or participate in the proposed business combination. (Public shareholders have redemption rights, which can impact the capital available for the business combination.)

Emerging Growth Company

A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. They are subject to reduced disclosure and regulatory requirements. (HAVAR qualifies as an EGC, allowing it to benefit from relaxed reporting obligations.)

Anti-dilution Adjustments

Provisions in a security agreement that protect investors from a decrease in the value of their investment due to the issuance of new shares at a lower price. (These adjustments on sponsor shares could lead to a higher number of Class A shares outstanding, diluting public shareholders.)

Year-Over-Year Comparison

This is the initial S-1/A filing for Harvard Ave Acquisition Corporation, so there are no prior filings to compare against. The document outlines the proposed offering structure, including the number of units, price per unit, and the composition of each unit (Class A ordinary share and a right). It also details the role of sponsors, private placement details, and the critical 18-24 month timeline for completing a business combination.

Key Financial Figures

• $180,000,000 — September   19,   2025 $180,000,000 Harvard Ave Acquisition Corporation
• $10.00 — nit that we are offering has a price of $10.00 and consists of one Class A ordinary sh
• $0.0001 — ass A ordinary share, of a par value of $0.0001 each, or “Class A ordinar
• $100,000 — nterest (net of taxes payable and up to $100,000 of interest released to us to pay disso
• $5,000,001 — cannot maintain net tangible assets of $5,000,001 upon such business combination, we may
• $3,399,640 — 1d;) for an aggregate purchase price of $3,399,640 (whether or not the underwriters&#x2019
• $207,000,000 — t the time of closing, $180,000,000 (or $207,000,000 if the underwriters exercise their over

Filing Documents

• ea0219479-11.htm (S-1/A) — 3703KB
• ea021947911ex1-1_harva.htm (EX-1.1) — 250KB
• ea021947911ex3-2_harva.htm (EX-3.2) — 291KB
• ea021947911ex4-4_harva.htm (EX-4.4) — 64KB
• ea021947911ex5-1_harva.htm (EX-5.1) — 59KB
• ea021947911ex10-1_harva.htm (EX-10.1) — 56KB
• ea021947911ex10-2_harva.htm (EX-10.2) — 128KB
• ea021947911ex10-3_harva.htm (EX-10.3) — 92KB
• ea021947911ex10-10_harva.htm (EX-10.10) — 71KB
• ea021947911ex10-11_harva.htm (EX-10.11) — 12KB
• ea021947911ex10-12_harva.htm (EX-10.12) — 4KB
• ea021947911ex10-13_harva.htm (EX-10.13) — 23KB
• ea021947911ex14_harva.htm (EX-14) — 56KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-089441.txt ( ) — 4818KB

From the Filing

As filed with the Securities and Exchange Commission on September 19, 2025 . Registration No. 333-284826 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Harvard Ave Acquisition Corporation (Exact name of registrant as specified in its constitutional documents) _____________________________________ Not Applicable (Translation of Registrant’s name into English) _____________________________________ Cayman Islands   6770   Not Applicable (State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer Identification Number) 3 rd Floor, 166 Yongsan Yeongdengpo-gu , Seoul, 07362 +82-10-8781-0823 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) _____________________________________ Sung Hyuk Lee Chief Executive Officer 3 rd Floor, 166 Yongsan Yeongdengpo-gu , Seoul, 07362, Republic of Korea +82-10-8781-0823 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________________________ Copies to: Arila E. Zhou, Esq. Ze’-ev D. Eiger, Esq. Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20 th Floor New York, NY 10017 Tel: (212) 451-2908   Michael J. Blankenship, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002 Tel: (713) 651 -2600 _____________________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b -2 of the Exchange Act. Large accelerated filer     Accelerated filer   Non-accelerated filer     Smaller reporting company           Emerging growth company   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.   Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or s

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