SEC Comment Letter for Harvard Ave Acquistion Corp (HAVA, HAVAR, HAVAU) (CIK 0002042460) (HAVA) — Sep 24, 2025
Harvard Ave Acquistion Corp (HAVA, HAVAR, HAVAU) (CIK 0002042460)
Date: Sept. 24, 2025 · CIK: 0002042460 · Accession: 0000000000-25-010389
AI Filing Summary & Sentiment
File numbers found in text: 333-284826
Letter
September 24, 2025 Sung Hyuk Lee Chief Executive Officer Harvard Ave Acquistion Corporation 3rd Floor, 166 Yongsan Yeongdengpo-gu, Seoul, 07362 Republic of Korea Re:Harvard Ave Acquistion Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed September 19, 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. 3 to Registration Statement on Form S-1 filed September 19, 2025 Description of Securities, page 138 1.Please revise here, and elsewhere as appropriate, to disclose the exclusive forum provision of each of your amended and restated memorandum and articles of association and the rights agreement. For example, describe the provision, including the relevant forum for litigation and any subject matter jurisdiction carve out; describe any risks or other impacts on investors; and address any uncertainty about enforeceability. Exhibits The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that "[o]n the 2.
September 24, 2025 Page 2 Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds . . . ." Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure in the prospectus, which states that funds in the trust account will not be released until the completion of your initial business combination. Please revise to address these inconsistencies. 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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September 24, 2025
Sung Hyuk Lee
Chief Executive Officer
Harvard Ave Acquistion Corporation
3rd Floor, 166 Yongsan
Yeongdengpo-gu, Seoul, 07362
Republic of Korea
Re:Harvard Ave Acquistion Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed September 19, 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. 3 to Registration Statement on Form S-1 filed September 19, 2025
Description of Securities, page 138
1.Please revise here, and elsewhere as appropriate, to disclose the exclusive forum
provision of each of your amended and restated memorandum and articles of
association and the rights agreement. For example, describe the provision, including
the relevant forum for litigation and any subject matter jurisdiction carve out; describe
any risks or other impacts on investors; and address any uncertainty about
enforeceability.
Exhibits
The trust account termination letter attached as Exhibit A to the Investment
Management Trust Agreement filed as Exhibit 10.2 states that "[o]n the 2.
September 24, 2025
Page 2
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated, or will be
consummated substantially, concurrently with your transfer of funds . . . ." Nasdaq
Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must
be deposited in a trust account maintained by an independent trustee.” It is unclear
how the release of funds earlier than the consummation of the initial business
combination would comport with this listing standard. We also note that the exhibit is
inconsistent with the disclosure in the prospectus, which states that funds in the trust
account will not be released until the completion of your initial business combination.
Please revise to address these inconsistencies.
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.