Harvard Ave Acquisition Corp Files S-1

TL;DR

Harvard Ave Acquisition Corp just filed an S-1, looks like a SPAC getting ready to IPO.

AI Summary

Harvard Ave Acquisition Corporation filed an S-1 registration statement on February 11, 2025, for a proposed offering. The company, incorporated in the Cayman Islands, is classified under 'BLANK CHECKS' with SIC code 6770. Its business and mailing address are located in Seoul, South Korea.

Why It Matters

This S-1 filing indicates Harvard Ave Acquisition Corporation is preparing to go public, potentially through an initial public offering (IPO), which could bring new investment opportunities and market activity.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), its success is highly dependent on identifying and merging with a suitable target business within a specified timeframe.

Key Numbers

• 333-284826 — SEC File Number (Identifies this specific SEC filing.)
• 25609004 — Film Number (Internal SEC processing number.)

Key Players & Entities

• Harvard Ave Acquisition Corporation (company) — Registrant
• February 11, 2025 (date) — Filing Date
• 6770 (other) — SIC Code for Blank Checks
• Cayman Islands (location) — Jurisdiction of Incorporation
• Seoul, South Korea (location) — Business Address

FAQ

Key Financial Figures

• $250,000,000 — 00a0; FEBRUARY 11, 2025 $250,000,000 Harvard Ave Acquisition Corporation
• $10.00 — nit that we are offering has a price of $10.00 and consists of one class A ordi
• $0.0001 — 0a0;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
• $1.00 — ;private placement warrants,” at $1.00 per private placement warrant for a tot
• $4,600,000 — t warrant for a total purchase price of $4,600,000 (or up to $5,050,000, if the underwrite
• $5,050,000 — purchase price of $4,600,000 (or up to $5,050,000, if the underwriters’ over -allo
• $4,625,000 — pay for an aggregate purchase price of $4,625,000 for an aggregate of 7,187,500 Class&#x0
• $800,000 — our sponsor has agreed to loan us up to $800,000 to be used to pay formation costs and a
• $110,721 — tember 30, 2024, the Company had $110,721 drawn on this promissory note. The loan
• $10,000 — sor shall be allowed to charge us up to $10,000 per month for our use of its offices, u
• $3,000,000 — t the lender’s discretion, up to $3,000,000 of the notes may be converted upon cons
• $25,000 — Because of the nominal consideration of $25,000 the sponsor paid for the insider shares

Filing Documents

• ea0219479-04.htm (S-1) — 3338KB
• ea021947904ex3-1_harvard.htm (EX-3.1) — 221KB
• ea021947904ex10-5_harvard.htm (EX-10.5) — 53KB
• ea021947904ex10-6_harvard.htm (EX-10.6) — 20KB
• ea021947904ex10-7_harvard.htm (EX-10.7) — 13KB
• ea021947904ex10-8_harvard.htm (EX-10.8) — 16KB
• ea021947904ex10-9_harvard.htm (EX-10.9) — 24KB
• ea021947904ex23-1_harvard.htm (EX-23.1) — 2KB
• ea021947904ex-fee_harvard.htm (EX-FILING FEES) — 22KB
• ex3-1_001.jpg (GRAPHIC) — 30KB
• ex3-1_002.jpg (GRAPHIC) — 20KB
• 0001213900-25-012102.txt ( ) — 3780KB

From the Filing

As filed with the Securities and Exchange Commission on February 11, 2025. Registration No. 333-[            ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ 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 Yeongsin-ro 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 Yeongsin-ro 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

View Full Filing

View this S-1 filing on SEC EDGAR