East West Ave Acquisition Corp.

As filed with the Securities and Exchange Commission on April 20, 2026.

Registration No. 333-[ ]

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

5725 S Valley View Blvd, Ste 5 #378094

**Las Vegas, NV 89118

Tel: 802-242-1238

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Molly Huang

Chief Executive Officer

5725 S Valley View Blvd, Ste 5 #378094

**Las Vegas, NV 89118

Tel: 802-242-1238

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

10,000,000 Units

East West Ave Acquisition Corp.is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination withone or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we may acquire a business in any particular industry, we intend to focus our search for a target business in the financial technology, digital assets, and energy solutions sectors. In addition, although we will not limit our search to any particular geographic region, we will not undertake our initial business combination with any company being based in or having the majority of the company’s operations in China (including Hong Kong and Macau).

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of common stock and one right to receive one-eighth (1/8) of a share of common stock. Each eight rights entitle the holder thereof to receive one common stock upon the consummation of our business combination. We refer to the rights included in the units as “rights” or “public rights”. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,500,000 additional units to cover over-allotments, if any.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares. However, the redemption rights for the public stockholders aresubject to certain limitations, including that under our amended and restated articles of incorporation, (i) a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, and (ii) as we may not consummate an initial business combination if we cannot maintain net tangible assets of $5,000,001 upon such business combination, we may only redeem up to such number of public shares that would permit us to maintain net tangible assets of $5,000,001. If our initial business combination requires us to use substantially all of our cash to pay the purchase price, the redemption threshold may be further limited. For further information, see*“Prospectus Summary — Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote”* on page 22 and*“Risk Factors — The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.”* on page 28 of this prospectus. If we are unable to complete our initial business combination within 18 months from the closing of this offering (or such later date as approved by the affirmative vote of the holders of a majority of the shares of our common stock that are voted at a stockholder meeting held to amend our organizational documents to extend such date) (the “combination window”), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein.

Our sponsors (the “sponsors”, each a “sponsor”, and together with our directors and officers, the “insiders”), East West Ave LLC (the “sponsor A”), a Delaware limited liability company, and NFR Capital Limited (the “sponsor B”), a Hong Kong company, have committed to purchase from us 192,500 units and 80,000 units, respectively, or 272,500 units total (collectively, the “private units”) at a price of $10.00 per unit, with each unit consisting of one share of common stock (the “private shares”) and one right to receive one-eighth (1/8) of a share of common stock upon the consummation of an initial business combination (each a “private right”), for an aggregate purchase price of $2,725,000 (whether or not the over-allotment option is exercised ). These purchases will take place on a private placement basis simultaneously with the consummation of this offering.

Our sponsors currently own an aggregate of 2,875,000 shares of common stock (which were purchased for $25,000 and which we refer to as “founder shares”) (up to 375,000 founder shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).

If we are unable to complete our initial business combination within the combination window, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units (and the underlying securities) will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Additionally, we will repay, in the closing of this initial public offering, up to $500,000 in loans made to us by our sponsor A, East West Ave LLC, to cover offering-related and organizational expenses accrued prior to the offering, and we will reimburse the Sponsor A $10,000 per month, for up to 18 months, for office space, administrative and support services made available to us, as described elsewhere in this prospectus. We will repay any loans which may be made by our insiders or their affiliates to finance transaction costs in connection with an intended initial business combination; up to $3,000,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. Upon consummation of this offering, we will also reimburse our insiders or any affiliates thereof for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination or managing our operation as a public company.

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share, as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, which we refer to as “NTBV,” on a pro forma basis to give effect to this offering and the issuance of the representative shares and the private units, assuming no exercise of the over-allotment option and exercise of the over-allotment option in full. NTBV excludes the effect of the consummation of our initial business combination or any related transactions or expenses. See the Section entitled “Dilution” of this prospectus for additional information.

Currently, there is no public market for our units, common stock or rights. We have applied to have our units listed on the Nasdaq Global Market under the symbol “[EWAV]U” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NASDAQ. We expect the shares of common stock and rights comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Prime Number Capital, LLC informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the common stock and rights will be listed on the Nasdaq Global Market under the symbols “[EWAV]” and “[EWAV]R,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

All of our officers and directors are U.S. citizens or permanent residents residing in the U.S., except that one of our independent director nominees, Mr. Honna is a Hong Kong resident. In addition, our sponsor B is a Hong Kong company and the shareholder and director of sponsor B is a Hong Kong resident. Investors will be able to effect service of process and enforce judgement of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws against our officers and directors, except against our overseas-based insiders. For Mr. Honna or our sponsor B, however, it may be difficult to effect service of process, enforcing foreign judgments, or bringing actions against him or it. See “Risk Factors— You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions against our overseas-based insiders based on foreign laws.*” on page 31 of this prospectus.*

In addition, we believe that none of our officers, directors and sponsors have significant ties to China except that: (x) Ms. Molly Huang, our Chief Executive Officer, President and director and the manager of East West Ave LLC, the sponsor A, is a U.S. citizen and resident who has historically worked for several Chinese and Hong Kong based companies; (y) our Sponsor B, NFR Capital Limited, is a Hong Kong company, whose director and shareholder is Yanjie Wang, a resident of Hong Kong; (z) Mr. Honna, our independent director nominee, is a resident of Hong Kong. We do not believe that we or the business combination will be subject to the jurisdiction, control or intervention of the PRC Government or the legal and operational risks associated thereof, since none of our directors or officers are resident or citizens of China or Hong Kong, and we will not undertake our initial business combination with any company being based in or having the majority of the company’s operations in China. However, it is possible that the Chinese government may exercise oversight and discretion of our sponsor B’s conduct, which may result in material change in our search for a target business, and/or the value of the securities we are registering. See “Risk Factors— Given certain ties we have with Hong Kong and China, the Chinese government may intervene or influence our operations at any time through our insiders who are based in or have significant ties in China, which could result in a material change in our search for a target business and the value of the securities we are offering. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly with little advance notice and could have a significant impact upon our ability to operate.” on page 38 of this prospectus. In addition, our ties to China and Hong Kong would make us a less attractive partner to a non-China-based target company and such perception may potentially limit or negatively impact our search for an initial business combination. See “Risk Factors*— It is uncertain whether our significant ties to Hong Kong and China would make us a less attractive partner to a non-China-based target company and such perception may potentially limit or negatively impact our search for an initial business combination*.” on page 40 of this prospectus.**

Further, although we currently do not have any People’s Republic of China (the “PRC”) subsidiary or China operations, our insiders’ ties to China present legal and operational risks to us and our investors, including significant risks related to actions that may be taken by China in the areas of regulatory, liquidity and enforcement, even though we will not undertake our initial business combination with any company being based in or having the majority of the company’s operations in China. For example, if these ties were to cause China to view us as subject to their regulatory authority, China could take actions that could materially hinder or prevent our offering of securities to investors and cause the value of such securities to significantly decline or be worthless. See “Summary – General —-Potential Approvals from the PRC Governmental Authorities for this Offering” for additional information.

Our company is a blank check company incorporated in the state of Nevada. One of our sponsors is located in Hong Kong, however, we currently do not hold any equity interest in any PRC company or operate any business in China and our officers and directors are located outside of China. Therefore, we believe we are not required to obtain permissions or approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration of China, or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or operate our business. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, if we inadvertently concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, and we are denied permission and/or approvals, the relevant PRC government agencies could subject us to a stringent approval process from the relevant government entities in connection with this offering, continued listing on a U.S. exchange, the potential business combination, and the issuance of shares or the maintenance of our status as a publicly listed company outside China. We may also be subject to registration with the CSRC following this offering pursuant to the Trial Administrative Measures. It is uncertain when and whether we will be required to obtain permission from the PRC government to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If we inadvertently concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, including pursuant to the Trial Administrative Measures, and we are denied permission and/or approvals from Chinese authorities to list on U.S. exchanges or offer our securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences, which would materially affect the interest of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering. The use of the term “operate” and “operations” includes the process of searching for a target business and conducting related activities. For more information, see “Risk Factors— Given certain ties we have with Hong Kong and China, the Chinese government may intervene or influence our operations at any time through our insiders who are based in or have significant ties in China, which could result in a material change in our search for a target business and the value of the securities we are offering. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly with little advance notice and could have a significant impact upon our ability to operate.” on page 38 of this prospectus.**

On December 16, 2021, pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”), the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC (“SOP”), taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.

However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. Our California-headquartered auditor, Fortune CPA, Inc, is an independent registered public accounting firm registered with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in the determination report as a firm subject to the PCAOB’s determination.

As described in “Proposed Business — Sourcing of Potential Initial Business Combination Targets” and “Management — Conflicts of Interest,” each of our directors and officers presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. There may be actual or potential material conflicts of interest (direct and indirect) between the sponsors, any affiliates thereof, or promoters as one group, and purchasers in the offering as another group in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our insiders (directly or indirectly) paid for the founder shares creates an incentive whereby our insiders could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. If we are unable to complete our initial business combination within 18 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private rights may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our insiders to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. Further, each of our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination.

The following table sets forth the payments to be received by our insiders from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to insiders.See the section titled “Summary – Sourcing of Potential Initial Business Combination Targets,” “Proposed Business – Sourcing of Potential Initial Business Combination Targets” on page 79,” Management — Conflicts of Interest” on page 106, “Management – Executive Officer and Director Compensation” on page 102,” “Certain Relationships and Related Party transactions” on page 112, “Description of Securities – Private Units,” on page 115, “Description of Securities – Working Capital Loan Units,” on page 115, “Description of Securities – Founder Shares” on page 118, and “Description of Securities – Registration Rights Agreement,” and “Risk Factors – Since our insiders will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination” on page 47 for more information.

Because our insiders acquired the founder shares at an average nominal price of $0.0087, our public stockholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the rights included in the units.**See the section titled “Risk Factors — Risks Relating to our Securities — Our sponsors paid an aggregate of $25,000 to cover certain of our offering costs in exchange for 2,875,000 founder shares, or approximately an average price of $0.0087 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of common stock.”**Public stockholders will experience additional dilution from the issuance of common stock upon the conversion of any public rights and the issuance of common stock upon the conversion of any private rights. Additional shares may be issued upon conversion of any private rights underlying private units issued upon conversion of working capital loans up to $3,000,000. As a result, the compensation to be paid and securities issued to the insiders, their affiliates, or promoters may result in a material dilution of the equity interests of public stockholders.

Investing in our securities involves a high degree of risk. See “Summary – The Offering – Founder Shares,” “Summary –The Offering – Private units and underlying securities,” “Risk Factors” and “Certain Relationships and Related Party Transactions”. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $100,000,000 ($10.00 per share), or $115,000,000 ($10.00 per share) if the underwriters’ over-allotment option is exercised in full, will be deposited into a trust account in the United States with Wilmington Trust, N.A. acting as trustee, after deducting $1,250,000 (or $1,437,500 if the over-allotment option is exercised in full) in underwriting commissions payable upon the closing of this offering, $662,500 to pay fees and expenses in connection with the closing of this offering, and $1,087,500 (or $900,000 if the over-allotment option is exercised in full) held outside the trust account for working capital purposes following this offering.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2026.

Prime Number Capital, LLC

The date of this prospectus is , 2026

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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TRADEMARKS

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the® or TMsymbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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