Harvard Ave Acquisition Corp-A美股招股说明书(2025-10-22版)

Harvard Ave Acquisition Corporation 14,500,000 Units HarvardAve Acquisition Corporation is a blank check company incorporated in theCaymanIslands as an exempted company with limited liability for the purpose ofeffectingintoamerger,shareexchange,assetacquisition,sharepurchase,recapitalization,reorganization or similar business combination with one or morebusinessesor entities.Our efforts to identify a prospective target business willnot be limited to a particular industry or geographic region. Thisis an initial public offering of our securities.Each unit that we are offeringhasa price of$10.00 and consists of one Class A ordinary share,of a par value of$0.0001each,or“ClassAordinary shares”,and one right to receive one-tenth(1/10)of one Class A ordinary share.Each one right entitles the holder thereof toreceiveone-tenth(1/10)of one Class A ordinary share upon the consummation of ourbusinesscombination.We will not issue fractional shares upon the conversion of therights.As a result,you must hold rights in multiples of ten in order to receiveshares for all of your rights upon the consummation of a business combination. Weare an“emerging growth company”under applicable federal securities laws andwillbe subject to reduced public company reporting requirements.No offer orinvitationto subscribe for securities may be made to the public in the CaymanIslands. Wehave granted D.Boral Capital,or“D.Boral”,the representative of theunderwritersof this offering,a 45-day option to purchase up to an additional2,175,000units(over and above the 14,500,000unitsreferred to above)solely tocover over-allotments, if any. Wewill provide the holders of our issued and outstanding ClassAordinary sharesthatwere sold in this offering,or the“public shares,”with the opportunity toredeemtheir public shares upon the consummation of our initial business combinationata per-share price,payable in cash,equal to the aggregate amount then on depositina trust account,maintained in the U.S.byContinental Stock Transfer&TrustCompany, LLC, as trustee (“Trust Account”), including interest (net of taxes payableandup to$100,000 of interest released to us to pay dissolution expenses),dividedbythe number of then issued and outstanding public shares that were sold in thisoffering,no matter if they vote“for”,“against,” or abstain from voting on thebusinesscombination proposal.Except for income taxes,the proceeds placed in thetrustaccount and the interest earned thereon are not intended to be used to pay forpossibleexcise tax or any other fees or taxes that may be levied on the Companypursuantto any current,pending or future rules or laws,including withoutlimitationany excise tax due under the Inflation Reduction Actof2022on anyredemptionsor stock buybacks by the Company.The redemption rights for the publicshareholdersare subject to certain limitations,including that(i)underouramendedand restated memorandum and articles of association,a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13ofthe ExchangeAct), will be restricted from redeeming its shares with respect to morethanan aggregate of 15%of the shares sold in this offering;and(ii)asouramendedand restated memorandum and articles of association provides that we may notconsummatean initial business combination if we cannot maintain net tangible assetsof$5,000,001 upon such business combination,we may redeem up to such number ofpublicshares that would permit us to maintain net tangible assets of$5,000,001.Ifourbusiness combination requires us to use substantially all of our cash to pay thepurchaseprice,or requires us to have a minimum amount of cash at closing,theredemptionthresholdmaybefurtherlimited.Forfurtherinformation,see“Prospectus Summary—Limitation on redemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholder vote” on page 33and “Risk Factors—The ability of a large number of our shareholders to exerciseredemptionrights may not allow us to consummate the most desirable businesscombination or optimize our capital structure.” on page 69 of this prospectus. Table of Contents However,if the business combination is not approved or consummated,the redeemingpublicshares will be returned to the respective holders,brokers or banks.Inaddition, holders of the units sold in this offering, or the “public units” (exceptwithregard to the public shares underlying the public units),and holders of therightssold in this offering,or the“public rights,”have not been provided withtheopportunity to redeem their public units or public rights in connection with theconsummation of our initial business combination. Wehave 18monthsfrom the closing of this offering to consummate our initialbusinesscombination(or up to 24monthsfrom the closing of this offering if weextendthe period of time to consummate a business combination by the full amount oftime).