SEC Comment Letter for Harvard Ave Acquistion Corp (HAVA, HAVAR, HAVAU) (CIK 0002042460) (HAVA) — Aug 1, 2025
Harvard Ave Acquistion Corp (HAVA, HAVAR, HAVAU) (CIK 0002042460)
Date: Aug. 1, 2025 · CIK: 0002042460 · Accession: 0000000000-25-008119
AI Filing Summary & Sentiment
File numbers found in text: 333-284826
Letter
August 1, 2025 Sung Hyuk Lee Chief Executive Officer Harvard Ave Acquistion Corporation 3rd Floor, 166 Yeongsin-ro Yeongdengpo-gu, Seoul, 07362 Republic of Korea Re:Harvard Ave Acquistion Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed July 15, 2025 File No. 333-284826 Dear Sung Hyuk Lee: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed July 15, 2025 Principal Shareholders, page 127 1.Please revise your disclosure to reflect the Class A ordinary shares to be purchased by the sponsor in the Initial Private Placements, including the Class A ordinary shares within the private placement units and the restricted Class A ordinary shares. Exhibits We note the form of legal opinion filed as Exhibit 5.1. Please ensure the executed legal opinion is not limited to whether holders of ordinary shares are liable, solely because of security holder status, for additional assessments or calls on the security by the registrant; the opinion as to whether the shares are non-assessable should also address whether shareholders are liable to the registrant's creditors. Please refer to 2.
August 1, 2025 Page 2 Section II.B.1.a of Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings (October 14, 2011). Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Ze’-ev D. Eiger, Esq.
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August 1, 2025
Sung Hyuk Lee
Chief Executive Officer
Harvard Ave Acquistion Corporation
3rd Floor, 166 Yeongsin-ro
Yeongdengpo-gu, Seoul, 07362
Republic of Korea
Re:Harvard Ave Acquistion Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed July 15, 2025
File No. 333-284826
Dear Sung Hyuk Lee:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed July 15, 2025
Principal Shareholders, page 127
1.Please revise your disclosure to reflect the Class A ordinary shares to be purchased by
the sponsor in the Initial Private Placements, including the Class A ordinary shares
within the private placement units and the restricted Class A ordinary shares.
Exhibits
We note the form of legal opinion filed as Exhibit 5.1. Please ensure the executed
legal opinion is not limited to whether holders of ordinary shares are liable, solely
because of security holder status, for additional assessments or calls on the security by
the registrant; the opinion as to whether the shares are non-assessable should also
address whether shareholders are liable to the registrant's creditors. Please refer to 2.
August 1, 2025
Page 2
Section II.B.1.a of Staff Legal Bulletin No. 19, Legality and Tax Opinions in
Registered Offerings (October 14, 2011).
Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ze’-ev D. Eiger, Esq.