SCHEDULE: Harvard Ave Acquisition Corp: Sponsor Discloses 21.1% Stake

Copley Square LLC and affiliates report a 21.1% beneficial ownership in Harvard Ave Acquisition Corp following an IPO and private placement.

Summary

• Copley Square LLC, Copley Square Sponsor Limited, and Hongbo Xing (collectively, the 'Reporting Persons') beneficially own 4,368,432 ordinary shares of Harvard Ave Acquisition Corp.
• This ownership represents approximately 21.1% of the Issuer's total outstanding ordinary shares as of October 24, 2025.
• The shares include 273,947 Class A ordinary shares underlying private units and 764,892 Class A ordinary shares acquired in a private placement concurrent with the Issuer's IPO.
• The beneficial ownership also includes 3,329,593 Class B ordinary shares acquired by the Sponsor prior to the IPO.
• The Reporting Persons may, depending on market conditions, acquire additional shares or engage in discussions with the Issuer regarding future acquisitions.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual disclosure of beneficial ownership and related transactions by the SPAC sponsor. It does not contain information that would inherently be considered positive or negative for the company's performance, but rather outlines the ownership structure.

Positives

• The Sponsor's significant 21.1% stake demonstrates a strong foundational commitment to Harvard Ave Acquisition Corp.
• The acquisition of shares in the private placement concurrent with the IPO indicates confidence in the Issuer's public market debut.

Negatives

• No explicit negatives are detailed in this filing, which primarily serves as a disclosure of beneficial ownership and related transactions.

Risks

• The Reporting Persons may acquire additional shares or dispose of existing shares, which could influence market dynamics.
• Future actions by the Reporting Persons could include formulating plans or proposals regarding the Issuer that might involve corporate transactions, changes in management, capitalization, or corporate structure, although no such plans are currently stated.

Future Outlook

The Reporting Persons may, depending on prevailing market, economic, and other conditions, acquire additional ordinary shares or engage in discussions with the Issuer concerning future acquisitions. They currently have no plans or proposals that would result in extraordinary corporate transactions, changes in the board or management, material changes in capitalization or dividend policy, or other significant alterations to the Issuer's business or corporate structure.

Management Comments

• Mr. Hongbo Xing is the sole manager of Copley Square LLC.
• Copley Square Sponsor Limited is the managing member of Copley Square LLC.
• Mr. Hongbo Xing is the sole member and sole director of Copley Square Sponsor Limited, which entitles him to voting, dispositive, or investment power over the Sponsor.

Industry Context

This filing is a standard Schedule 13D, typically filed by a SPAC sponsor (Copley Square LLC) to disclose its initial significant ownership stake in a newly public Special Purpose Acquisition Company (SPAC) like Harvard Ave Acquisition Corp. Such filings are common post-IPO for SPACs, indicating the sponsor's foundational equity position and control mechanisms. The transactions detailed reflect the typical evolution of a SPAC sponsor's equity holdings from initial founder shares (Class B) to a mix including Class A shares acquired in a private placement concurrent with the IPO.

Comparison to Industry Standards

• The 21.1% beneficial ownership by the sponsor group is within the typical range for SPAC sponsors, who often hold a significant minority stake (e.g., 20% of founder shares) to align interests with public shareholders and maintain control over the SPAC's direction.
• The structure involving Class A and Class B ordinary shares, along with private units, is a standard mechanism in SPAC formations, providing different economic and voting rights to founders and public investors.
• The transfer of Class B shares to directors and officers is a common practice to incentivize key personnel involved in the SPAC's operations and search for a target company.

Related Party Transactions

• Copley Square Sponsor Limited transferred 220,000 Class B ordinary shares to certain directors and officers of the Issuer at the original purchase price.
• Copley Square Sponsor Limited transferred 6,680,000 Class B ordinary shares to Copley Square LLC (the Sponsor) in exchange for becoming the managing member of The Sponsor.
• The Sponsor transferred 2,438,546 Class B ordinary shares to Northlake Partners Ltd. at $0.0036 per share.

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding the significant ownership stake held by the SPAC's sponsor group, which can influence corporate governance and strategic decisions.
• Management: Transfers of shares to directors and officers align their interests with the company's performance.

Next Steps

• The Reporting Persons may, from time to time, acquire additional ordinary shares or engage in discussions with the Issuer concerning future acquisitions of its shares.
• The Reporting Persons may formulate other purposes, plans, or proposals regarding the Issuer, or any other actions that could involve corporate transactions or changes.

Key Dates

Keywords

Harvard Ave Acquisition Corp, Copley Square LLC, Copley Square Sponsor Limited, Hongbo Xing, Schedule 13D, Beneficial Ownership, Private Placement, Class A Ordinary Shares, Class B Ordinary Shares, SPAC