SCHEDULE: Northlake Partners Discloses 7.8% Stake in Harvard Ave
Beneficial Ownership Report
Northlake Partners Ltd. and Tian Wang have reported a beneficial ownership of 7.8% in Harvard Ave Acquisition Corp., totaling 1,604,757 ordinary shares.
Summary
- Northlake Partners Ltd. and Tian Wang, collectively the Reporting Persons, beneficially own 1,604,757 ordinary shares of Harvard Ave Acquisition Corp.
- This ownership represents approximately 7.8% of the Issuer's total 20,693,189 ordinary shares outstanding as of October 24, 2025.
- The stake includes 66,017 Class A ordinary shares underlying private units and 255,000 direct Class A ordinary shares acquired in a private placement simultaneous with the Issuer's IPO on October 24, 2025.
- Additionally, the Reporting Persons hold 1,283,740 Class B ordinary shares acquired prior to the IPO.
- Tian Wang, as the sole member and a director of Northlake Partners Ltd., is deemed to have voting and dispositive rights over the securities held by the Sponsor.
- The Reporting Persons may, from time to time, acquire additional ordinary shares or engage in discussions with the Issuer concerning future acquisitions.
Sentiment
Score: 6
Explanation: The sentiment is moderately positive. The filing indicates a significant and ongoing commitment from a key sponsor and its principal, which is generally a positive signal for a company, especially a SPAC. The surrender of Class B shares is noted but is part of a broader restructuring of the sponsor's position, including new Class A acquisitions.
Positives
- A significant beneficial ownership stake of 7.8% by Northlake Partners Ltd. and Tian Wang indicates a substantial commitment and belief in the Issuer's future prospects.
- The acquisition of Class A ordinary shares and private units simultaneous with the IPO demonstrates participation in the public offering and ongoing investment.
Negatives
- The Reporting Persons surrendered a total of 1,154,805 Class B ordinary shares (749,692 on October 22, 2025, and 405,113 on October 24, 2025), which represents a reduction in their initial Class B position, though offset by new Class A acquisitions.
Risks
- Future acquisitions of additional ordinary shares by the Reporting Persons are dependent on prevailing market, economic, and other conditions.
Future Outlook
The Reporting Persons may, from time to time, acquire additional ordinary shares of the Issuer or engage in discussions with the Issuer concerning future acquisitions. Such acquisitions could occur through open-market purchases, privately negotiated transactions, or direct acquisitions from the Issuer.
Management Comments
- Tian Wang is the sole member and a director of Northlake Partners Ltd., which entitles him to voting, dispositive, or investment power over the Sponsor. As such, Mr. Tian Wang is deemed to have voting and dispositive rights over the securities of the Issuer held by the Sponsor.
Industry Context
This Schedule 13D filing is typical for a Special Purpose Acquisition Company (SPAC) like Harvard Ave Acquisition Corp., where initial sponsors and significant investors disclose their beneficial ownership following key events such as an IPO and related private placements. It provides transparency on the ownership structure and the involvement of key stakeholders in the early stages of the company's public life.
Comparison to Industry Standards
- NA
Legal Proceedings
- During the past five years, none of the Reporting Persons or, to their knowledge, the persons identified in Item 2, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
- During the past five years, none of the Reporting Persons or, to their knowledge, the persons identified in Item 2, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws or findings of any violation with respect to such laws.
Related Party Transactions
- On September 19, 2024, the Issuer issued 7,187,500 Class B ordinary shares to Copley Square Sponsor Limited for a purchase price of $25,000.
- On October 18, 2024, Copley Square Sponsor Limited transferred 220,000 Class B ordinary shares to certain directors and officers of the Issuer.
- On August 14, 2025, Copley Square Sponsor Limited transferred 6,680,000 Class B ordinary shares to Copley Square LLC in exchange for becoming the managing member of Copley Square LLC.
- On September 16, 2025, Copley Square LLC transferred 2,438,546 Class B ordinary shares to Northlake Partners Ltd. at $0.0036 per share.
- On October 24, 2025, Northlake Partners Ltd. acquired 66,017 Private Units and 255,000 Class A ordinary shares in a Private Placement simultaneously with the Issuer's IPO.
Stakeholder Impact
- Shareholders gain transparency regarding the significant ownership stake held by Northlake Partners Ltd. and its principal, Tian Wang, which can influence market perception and confidence.
- The disclosure of the sponsor's ongoing involvement and potential for future acquisitions may signal long-term commitment to the company's success.
Next Steps
- The Reporting Persons may, at any time and from time to time, formulate other purposes, plans, or proposals regarding the Issuer.
- Potential future acquisitions of additional ordinary shares by the Reporting Persons.
Key Dates
| Date | Description |
|---|---|
| 2024-09-19 | Issuer issued 7,187,500 Class B ordinary shares to Copley Square Sponsor Limited for $25,000, and Copley Square Sponsor Limited surrendered one Class A ordinary share. |
| 2024-10-18 | Copley Square Sponsor Limited transferred 220,000 Class B ordinary shares to certain directors and officers of the Issuer. |
| 2025-07-14 | Copley Square Sponsor Limited surrendered 287,500 Class B ordinary shares. |
| 2025-08-14 | Copley Square Sponsor Limited transferred 6,680,000 Class B ordinary shares to Copley Square LLC. |
| 2025-09-16 | Copley Square LLC transferred 2,438,546 Class B ordinary shares to Northlake Partners Ltd. at $0.0036 per share. |
| 2025-10-22 | Northlake Partners Ltd. surrendered 749,692 Class B ordinary shares. Also, the Joint Filing Agreement was dated. |
| 2025-10-24 | Northlake Partners Ltd. surrendered 405,113 Class B ordinary shares. Simultaneously with the Issuer's IPO, Northlake Partners Ltd. acquired 66,017 Private Units and 255,000 Class A ordinary shares in a Private Placement. This is also the date of the event requiring the filing and the date for outstanding shares calculation. |
| 2025-10-27 | Date of signature for the Schedule 13D filing by Northlake Partners Ltd. and Tian Wang. |
Keywords
Harvard Ave Acquisition Corp, Northlake Partners, Tian Wang, Schedule 13D, beneficial ownership, SPAC, Class A shares, Class B shares, private placement, corporate governance
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