East West Ave Acquisition Corp美股招股说明书(2026-08-03版)

East West Ave Acquisition Corp. 10,000,000 Units East West Ave Acquisition Corp.is a blank check company whose business purpose is to effect a merger, capital stock exchange, assetacquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as ourinitial business combination. We have not selected any specific business combination target and we have not, nor has anyone on ourbehalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initialbusiness combination with us. Although we may acquire a business in any particular industry, we intend to focus our search for a targetbusiness in the financial technology, compute infrastructure, and energy solutions sectors. In addition, although we will not limit oursearch to any particular geographic region, we will not undertake our initial business combination with any company being based in orhaving the majority of the company’s operations in China (including Hong Kong and Macau). This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of common stockand one right to receive one-fourth (1/4) of a share of common stock. Each four rights entitle the holder thereof to receive one commonstock upon the consummation of our business combination. We refer to the rights included in the units as “rights” or “public rights”.The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of two business days prior to the consummation of our initial business combination, includinginterest earned on the funds held in the trust account (which interest shall be net of up to $100,000 of interest released to us to paydissolution expenses), divided by the number of then outstanding shares of common stock that were sold as part of the units in thisoffering, which we refer to collectively as our public shares. However, the redemption rights for the public stockholders are subject tocertain limitations, including that under our amended and restated articles of incorporation, (i) a public stockholder, together with anyaffiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined underSection 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of theshares sold in this offering, and (ii) as we may not consummate an initial business combination if we cannot maintain net tangibleassets of $5,000,001 upon such business combination, we may only redeem up to such number of public shares that would permit us tomaintain net tangible assets of $5,000,001. If our initial business combination requires us to use substantially all of our cash to pay thepurchase price, the redemption threshold may be further limited. For further information, see“Prospectus Summary — Limitation onredemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote”on page 22 and“Risk Factors — The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares maynot allow us to complete the most desirable business combination or optimize our capital structure.”on page 28 of this prospectus. Ifwe are unable to complete our initial business combination within 12 months from the closing of this offering (or 15 months if weenter into a definitive business combination agreement within 12 months from the closing of this offering) (the “combinationwindow”), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of up to$100,000 of interest released to us to pay dissolution expenses), divided by the number of then outstanding public shares, subject toapplicable law and certain conditions as further described herein. Our sponsors (the “sponsors”, each a “sponsor”, and together with our directors and officers, the “insiders”), East West Avenue LLC(the “sponsor A”), a Delaware limited liability company, and NFR Capital Limited (the “sponsor B”), a Hong Kong company, havecommitted to purchase from us 192,500 units and 80,000 units, respectively, or 272,500 units total (collectively, the “private units”) ata price of $10.00 per unit, with each unit consisting of one share of common stock (the “private shares”) and one right to receive one-fourth (1/4) of