Harvard Ave Acquisition Corp

Previous wording

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Harvard Ave Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsors” refer to Copley Square LLC and Northlake Partners Ltd. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Current wording

References in this report (the “Quarterly Report”) to “we,” “us,” “HAVA” or the “Company” refer to Harvard Ave Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsors” refer to Copley Square LLC and Northlake Partners Ltd. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 15, 2024 (inception) through June 30, 2026 were organizational activities and those necessary to prepare for the IPO, described below. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the IPO, we generate non-operating income in the form of interest income on marketable securities held in our trust account established for the benefit of the public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 15, 2024 (inception) through September 30, 2026 were organizational activities and those necessary to prepare for the IPO, described below, and subsequent to the IPO, identifying a target company and negotiating for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the IPO, we generate non-operating income in the form of interest income on marketable securities held in our trust account established for the benefit of the public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

On October 24, 2025, we consummated the IPO of 14,500,000 Units at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $145,000,000. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 339,964 Private Placement Units and 1,019,892 Class A ordinary shares, par value $0.0001 per share at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors and underwriters, generating gross proceeds of $3,399,640.

Current wording

On October 24, 2025, we consummated the IPO of 14,500,000 Units at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $145,000,000. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 339,964 Private Placement Units and 1,019,892 Class A ordinary shares, par value $0.0001 per share at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, generating gross proceeds of $3,399,640.

Previous wording

For the three months ended June 30, 2026, we had a net income of $1,064,438, which consisted of interest earned on investments held in Trust Account of $1,312,067, partially offset by formation and operating costs of $247,629.

Current wording

For the three months ended September 30, 2026, we had a net income of $1,087,760, which consisted of interest earned on investments held in Trust Account of $1,372,407, partially offset by formation and operating costs of $284,647.

Previous wording

For the six months ended June 30, 2026, we had a net income of $2,199,674, which consisted of interest earned on investments held in Trust Account of $2,609,250, partially offset by formation and operating costs of $409,576.

Current wording

For the nine months ended September 30, 2026, we had a net income of $3,287,434, which consisted of interest earned on investments held in Trust Account of $3,981,657, partially offset by formation and operating costs of $694,223.

Previous wording

For the three months ended June 30, 2025, we had a net loss of $42,348, which consisted primarily of formation and operating costs.

Current wording

For the three months ended September 30, 2025, we had a net loss of $32,542, which consisted of formation and operating costs.

Previous wording

For the six months ended June 30, 2025, we had a net loss of $64,170, which consisted primarily of formation and operating costs.

Current wording

For the nine months ended September 30, 2025, we had a net loss of $96,712, which consisted of formation and operating costs.

Previous wording

For the six months ended June 30, 2026, net cash provided by operating activities was $28,488. Net income of $2,199,674 was offset by interest earned on investments held in Trust Account of $2,609,250. Changes in operating assets and liabilities, which provided $438,064 cash for operating activities.

Current wording

For the nine months ended September 30, 2026, net cash provided by operating activities was $78,488. Net income of $3,287,434 was offset by interest earned on investments held in Trust Account of $3,981,657. Changes in operating assets and liabilities, which provided $772,711 cash for operating activities.

Previous wording

For the six months ended June 30, 2025, net cash used in operating activities was $61,743. Net loss of $64,170 was offset by payment of operation costs through promissory note - related party of $32,675. Changes in operating assets and liabilities, which used $30,248 of cash in operating activities.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $1,967,551. Net loss of $96,712 was offset by the payment of operating expenses through a promissory note issued to a related party of $32,675. Changes in operating assets and liabilities, which used $1,903,514 of cash in operating activities.

Previous wording

For the six months ended June 30, 2026 and 2025, net cash used in investing activities was nil.

Current wording

For the nine months ended September 30, 2026 and 2025, net cash used in investing activities was nil.

Previous wording

For the six months ended June 30, 2026, net cash used in financing activities was $28,488, which consists of repayment of due to Sponsors of $5,668 and repayment of promissory note - related party of $22,820.

Current wording

For the nine months ended September 30, 2026, net cash used in financing activities was $78,488, which consists of repayment of due to Sponsors of $5,668 and repayment of promissory note - related party of $72,820.

Previous wording

For the six months ended June 30, 2025, net cash provided by financing activities was $61,743, which consists of proceeds from promissory note - related party of $180,068, partially offset by payment of offering costs of $118,325.

Current wording

For the nine months ended September 30, 2025, net cash provided by financing activities was $1,967,551, which consists of proceeds from a promissory note issued to a related party of $216,059 and advances from the Sponsor for private placement of $1,855,308, partially offset by payment of offering costs of $103,816.

Previous wording

As of June 30, 2026, we had cash and investments held in the Trust Account of $148,612,304 (including approximately $3,612,304 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2026, we had cash and investments held in the Trust Account of $149,984,711 (including approximately $4,984,711 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2026, the Company has a related party receivable of $770,645 and working capital of $225,634. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the required period. The unaudited financial statements do not include any adjustments that might result from the Company’s inability to consummate the Business Combination to continue as a going concern.

Current wording

As of September 30, 2026, we have a related party receivable of $673,783, which represents the cash held in our bank account, while the bank account is owned by a related party to the Sponsor, and working capital deficit of $59,013. As a result, we may not have sufficient funds available to meet our operating expenses and other obligations as they become due prior to the completion of our Business Combination. We may need to obtain additional funding through loans or advances from our Sponsor, its affiliates or other third parties to fund our ongoing operations, including expenses associated with undertaking in-depth due diligence and negotiating a Business Combination. However, there can be no assurance that such additional funding will be available on commercially acceptable terms, or at all. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. There is no assurance that our plans to consummate a Business Combination will be successful or successful within the required period. The unaudited financial statements do not include any adjustments that might result from our inability to consummate the Business Combination to continue as a going concern.