East West Ave Acquisition Corp.

We believe our management team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, our officers or directors have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, our officers or directors have developed contacts derived directly from serving on the boards of directors of several public and private companies.

This network has provided our management team with a flow of referrals, which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that this network will provide us with multiple investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our insiders or their affiliates, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction). In addition, commencing on the date of this prospectus, we will pay our sponsor A $10,000 per month, for up to 18 months, for office space, secretarial and administrative services provided to members of our management team. Any such payments prior to our initial business combination will be made from funds held outside the trust account.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with the insiders, or completing the business combination through a joint venture or other form of shared ownership with the insiders; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public stockholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete an initial business combination with a target that is affiliated with the insiders, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or an independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm stating that such an initial business combination is fair to our company from a financial point of view.

The insiders will directly or indirectly own founder shares and/or private units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that the insiders (directly or indirectly) paid for the founder shares creates an incentive whereby they 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 the combination window, the founder shares and private units 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 the officers or directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such person was included by a target business as a condition to any agreement with respect to our initial business combination. See “Management — Conflicts of Interest” for additional information.

The low price that our insiders (directly or indirectly) paid for the founder shares creates an incentive whereby our management team 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 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 to cover offering-related and organizational expenses accrued prior to the offering, and we will reimburse our 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 or our operation as a public company; 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.

[Molly Huang, our CEO, President and director, is the manager of East West Ave LLC, the Sponsor A, which entitles her to have the sole voting, dispositive or investment powers over the founder shares and private shares held by the Sponsor A. Yanjie Wang, a Hong Kong citizen and resident, is the sole director and the manager of NFR Capital Limited, the Sponsor B, which entitles him to have the sole voting, dispositive or investment powers over the founder shares and private shares held by the Sponsor B. In addition to Ms. Huang and Mr. Wang, each of Sponsor A and Sponsor B have some passive shareholders who do not have any voting or dispositive rights over the founder shares and private units held by Sponsor A or Sponsor B but would be entitled to receive founder shares and private units upon distribution by or liquidation of the sponsors.

Shareholders entitled to receive approximately 10% or more allocation of our securities owned by Sponsor A in aggregate include, assuming the over-allotment option is exercised in full, Molly Huang, a U.S. person and our CEO, who is entitled to receive 636,333 founder shares and 22,200 private units; Zhumei Yang, a U.S. person, who is entitled to receive 400,000 founder shares and 60,000 private units; Xin Gu, a U.S. person, who is entitled to receive 266,667 founder shares and 40,000 private unit;, and Viva Elegance Ltd, a limited company incorporated in British Virgin Islands and owned by Keran Ai, a Hong Kong person, which is entitled to receive 240,000 founder shares.

Shareholders entitled to receive approximately 10% or more allocation of our securities owned by Sponsor B in aggregate include several passive shareholders of Sponsor B’s shareholder, G70 Vision Investment Ltd., a company incorporated in the British Virgin Islands (“G70 Vision”), including Techlex Advisory Limited, a company incorporated in the British Virgin Islands and owned by Dao Bian, a Hong Kong resident, which is entitled to receive 168,000 founder shares and 240,000 private units; Global 70 MFO Limited, a company incorporated in the British Virgin Islands and owned by Lu Sun, a Hong Kong person, which is entitled to receive 112,000 founder shares and 160,000 private units; Zhongming Lu, a Hong Kong person, who is entitled to receive 112,000 founder shares and 160,000 private units; Da Liu, a PRC person, who is entitled to receive 84,000 founder shares and 120,000 private units; and Fisso Investments Limited, a company incorporated in the British Virgin Islands and owned by Zhengdong Ni, a Hong Kong resident, which is entitled to receive 84,000 founder shares and 120,000 private units, in each case whether or not the over-allotment option is exercised.]

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:

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 nominal 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 the 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.

Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including other special purpose acquisition companies. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entities.

Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our directors and officers may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated certificate of incorporation will provide us with greater flexibility to attract and retain the directors and officers that we feel are the best candidates. However, based on the existing relationships of our insiders, their level of financial investment in us and the potential loss of such investment if no business combination is consummated, the fact that we may consummate a business combination with a target in a broad range of sectors, and that the type of transaction that we would target would be of a nature substantially different than what they would target, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Further, none of our management teams’ business affiliations are actively engaged in the business of acquiring a company.

Our insiders and their affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our insiders could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. None of the entities to which our directors and officers currently owe fiduciary duties or contractual obligations are themselves in the business of engaging in business combinations. Besides, our sponsors are not involved in a fiduciary capacity with, nor have any contractual obligations to, any special purpose acquisition company. Therefore, as there is no formal commitment to proceed in this manner, we expect that our company will have priority over any other special purpose acquisition companies (if any) subsequently formed by our insiders with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination. As a result of the foregoing, we do not believe that any potential conflicts from our insiders’ other business or investment ventures would materially affect our ability to complete our initial business combination.

In addition, our insiders may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

Additional Financing

We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than what we could acquire with the net proceeds of this offering and the sale of the private units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. Such additional financing may be in the form of PIPE transactions or convertible debt transactions. These financing transactions would be designed to ensure a return on investment to the investor in exchange for assisting the company in completing the business combination or providing sufficient liquidity to the post-combination company. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing stockholders. These financing transactions may be significantly dilutive to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings. We cannot assure you that financing will be available to us on acceptable terms, if at all. None of our insiders, directors or officers or their affiliates are obligated to provide any such financing to us. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our insiders or stockholders is required to provide any financing to us in connection with or after our initial business combination.