Harvard Ave Acquisition (HAVA) risk factors, FY2025 10-K

Harvard Ave Acquisition's FY2025 10-K, filed Mar 26, 2026, lists 71 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
710 groups
Section length
19k wordsItem 1A

Harvard Ave Acquisition's biggest risks in the FY2025 10-K

  • The supplied section is largely financial and governance disclosure rather than conventional risk-factor narratives.
  • Liquidity is concentrated in the $146.0 million Trust Account intended for a business combination.
  • Management has limited SPAC experience and is not required to devote full time to the company.
  • Ongoing acquisition costs, related-party funding and sponsor arrangements are prominent exposures.

The risks most specific to Harvard Ave Acquisition

  • For the period from August 14, 2024 (inception) through December 31, 2024, net cash provided by financing activities was $11,100, which consists of proceeds from promissory note - related party of $12,000, partially offset by payment of offering costs of $900

    The $146.0 million Trust Account, including $1.0 million of interest, is intended primarily to fund the business combination.

  • Going Concern Consideration

    The company expects significant financing and acquisition costs, while its related-party receivable increased to $965,240.

  • We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsors $10,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team

    The company relies on a sponsor affiliate for $10,000 monthly office, utility and administrative services until combination or liquidation.

  • Management’s Report on Internal Controls Over Financial Reporting

    As a newly public company, management and its auditors provide no internal-control assessment or attestation under SEC transition rules.

  • Management’s Prior Experience in SPACs

    Management has limited blank-check-company experience and is not required to devote full time to the acquisition effort.

  • Number and Terms of Office of Officers and Directors

    Before a business combination, board vacancies may be filled by directors or insider shareholders, concentrating control.

  • Sale of Private Placement Securities

    Sponsors purchased $3.4 million of private-placement units and shares alongside the IPO, creating sponsor-linked financing exposure.

All 71 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02For the period from August 14, 2024 (inception) through December 31, 2024, net cash used in investing activities was $nil
  3. 03For the period from August 14, 2024 (inception) through December 31, 2024, net cash provided by financing activities was $11,100, which consists of proceeds from promissory note - related party of $12,000, partially offset by payment of offering costs of $900
  4. 04Going Concern Consideration
  5. 05Off-Balance Sheet Arrangements
  6. 06We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsors $10,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team
  7. 07Critical Accounting Estimates
  8. 08Recent Accounting Pronouncements
  9. 09Evaluation of Disclosure Controls and Procedures
  10. 10Management’s Report on Internal Controls Over Financial Reporting
  11. 11Changes in Internal Control over Financial Reporting
  12. 12Directors and Executive Officers
  13. 13Qing Tong 40 Independent Director
  14. 14Management’s Prior Experience in SPACs
  15. 15Number and Terms of Office of Officers and Directors
  16. 16Compensation Committee Interlocks and Insider Participation
  17. 17We have adopted a clawback policy that applies to our executive officers (the “Clawback Policy”), which is filed herewith as Exhibit 97.1
  18. 18Availability of Documents
  19. 19Executive Officer and Director Compensation
  20. 20of Certain Beneficial Owners and Management and Related Stockholder Matters
  21. 21(1) Unless otherwise indicated, the business address of each of the individuals is c/o Harvard Ave Acquisition Corporation, at 3rd Floor, 166 Yeongsin-ro, Yeongdengpo-gu, Seoul, 07362
  22. 22Sale of Private Placement Securities
  23. 23Administrative Support Services
  24. 24Policy for Approval of Related Party Transactions
  25. 25The firm of MaloneBailey, LLP (“Malone”), acts as our independent registered public accounting firm. The following is a summary of fees paid to Malone for services rendered
  26. 26Tax Fees. During the year ended December 31, 2025 and for the period from August 15, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
  27. 27Item 15. Exhibit and Financial Statement Schedules
  28. 28Notes to Financial Statements F-7 to F-20
  29. 29Report of Independent Registered Public Accounting Firm (PCAOB ID Number 206) F-2
  30. 30Opinion on the Financial Statements
  31. 31Preferred shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025 and 2024 — —
  32. 32Total Liabilities and Shareholders’ Deficit $ 147,112,206 $ 216,817
  33. 33Loss from Operations (273,933 ) (84,721 )
  34. 34Diluted net income (loss) per nonredeemable Class A and Class B ordinary share $ 0.09 $ (0.00 )
  35. 35Balance – December 31, 2025 1,359,856 $ 136 4,833,333 $ 483 $ — $ (3,715,409 ) $ (3,714,790 )
  36. 36Net income (loss) $ 729,121 $ (84,721 )
  37. 37Interest earned on investments held in Trust Account (1,003,054 ) —
  38. 38Net Cash used in Operating Activities (1,311,873 ) (11,100 )
  39. 39Net cash used in Investing Activities (145,000,000 ) —
  40. 40Cash, end of period $ — $ —
  41. 41NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
  42. 42Transaction costs amounted to $6,780,776, consisting of $1,800,000 of cash underwriting fee, $4,350,000 of deferred underwriting fee, and $630,776 of other offering costs
  43. 43The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer
  44. 44Emerging Growth Company Status
  45. 45The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
  46. 46Investments Held in Trust Account
  47. 47Concentration of Credit Risk
  48. 48Offering Costs Associated with the Initial Public Offering
  49. 49Fair Value of Financial Instruments
  50. 50Class A Ordinary Shares Subject to Possible Redemption
  51. 51Class A ordinary shares subject to possible redemption issuance cost (6,610,700 )
  52. 52Net Income (Loss) per Ordinary Share
  53. 53Allocation of net income (loss) $ 252,904 $ 476,217 $ — $ (84,721 )
  54. 54Shares Non-Redeemable Shares
  55. 55NOTE 3. INITIAL PUBLIC OFFERING
  56. 56NOTE 4. PRIVATE PLACEMENT
  57. 57Promissory Note — Related Party
  58. 58Administrative Support Agreement
  59. 59Registration and Shareholder Rights
  60. 60The underwriters were entitled to a cash underwriting discount of $1,800,000, which was paid at the closing of the Initial Public Offering
  61. 61NOTE 7. SHAREHOLDERS’ DEFICIT
  62. 62Class A Ordinary Shares — The Company is authorized to issue 400,000,000 shares of Class A ordinary shares with $0.0001 par value. At December 31, 2025 and 2024, there were 1,359,856 and none Class A ordinary shares issued or outstanding, excluding 14,500,000 and 0 shares subject to possible redemption, respectively
  63. 63NOTE 8. FAIR VALUE MEASUREMENTS
  64. 64Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
  65. 65Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability
  66. 66Lack of marketability discount 1.00 %
  67. 67At December 31, 2024, there were no assets held in the Trust Account
  68. 68NOTE 9. SEGMENT INFORMATION
  69. 69The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement
  70. 704.5* Description of Securities
  71. 71104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.