SEC Company Response from Harvard Ave Acquistion Corp (HAVA, HAVAR, HAVAU) (CIK 0002042460) (HAVA) — Jul 15, 2025
Harvard Ave Acquistion Corp (HAVA, HAVAR, HAVAU) (CIK 0002042460)
Date: July 15, 2025 · CIK: 0002042460 · Accession: 0001213900-25-064087
AI Filing Summary & Sentiment
File numbers found in text: 333-284826
Referenced dates: February 24, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: Harvard Ave Acquisition Corporation Registration Statement on Form S-1 Filed February 11, 2025 File No. 333-284826
Dear Mr. Holt:
Harvard Ave Acquisition Corporation (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in the letter dated February 24, 2025, regarding the Company’s Registration Statement on Form S-1 referenced above. Contemporaneously, the Company is filing an amendment to the Registration Statement on Form S-1 (the “Amended Registration Statement”) via Edgar.
The Staff’s comments are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of the Amended Registration Statement. Capitalized terms used but not defined herein are used herein as defined in the Amended Registration Statement.
Registration Statement on Form S-1 filed February 11, 2025
Cover Page
1. We note, as you state on page 124 and elsewhere, that each unit now consists of one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary share. Please ensure the unit structure is clearly disclosed on the cover page. Please also ensure the filing fee table includes all of the securities that you intend to register with this registration statement, including 28,750,000 rights as you state on page 16.
Response: In response to the Staff’s comment, we have revised the disclosures on the cover page of the Amended Registration Statement and the filing fee table. Additionally, as we amended the offering terms, we have also revised the composition of the unit throughout the Amended Registration Statement.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ze’-ev D. Eiger of Robinson & Cole LLP, at (212) 451-2907.
Very truly yours,
By:
/s/ Sung Hyuk Lee
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CORRESP
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Harvard Ave Acquisition Corporation
c/o Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, NY 10017
VIA EDGAR
July 15, 2025
Benjamin Holt
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
Harvard Ave Acquisition Corporation
Registration Statement on Form S-1
Filed February 11, 2025
File No. 333-284826
Dear Mr. Holt:
Harvard Ave Acquisition Corporation
(“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”) of the
U.S. Securities and Exchange Commission contained in the letter dated February 24, 2025, regarding the Company’s Registration Statement
on Form S-1 referenced above. Contemporaneously, the Company is filing an amendment to the Registration Statement on Form S-1 (the “Amended
Registration Statement”) via Edgar.
The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of the Amended Registration Statement. Capitalized terms used but not defined herein are used herein as
defined in the Amended Registration Statement.
Registration Statement on Form S-1 filed
February 11, 2025
Cover Page
1.
We note, as you state on page 124 and elsewhere, that each unit now consists of one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary share. Please ensure the unit structure is clearly disclosed on the cover page. Please also ensure the filing fee table includes all of the securities that you intend to register with this registration statement, including 28,750,000 rights as you state on page 16.
Response: In response to the Staff’s
comment, we have revised the disclosures on the cover page of the Amended Registration Statement and the filing fee table. Additionally,
as we amended the offering terms, we have also revised the composition of the unit throughout the Amended Registration Statement.
We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ze’-ev D. Eiger
of Robinson & Cole LLP, at (212) 451-2907.
Very truly yours,
By:
/s/ Sung Hyuk Lee
Sung Hyuk Lee
cc:
Ze’-ev D. Eiger, Esq.
Arila E. Zhou, Esq.
Robinson & Cole LLP