Harvard Ave Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer) (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 11 Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Not applicable . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 12 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our current directors and executive officers, their ages and positions are as follows: Name Age Position Sung Hyuk Lee 54 Chief Executive Officer and Chairman of the Board of Directors Hoon Ji Choi 42 Chief Financial Officer and Director Gary Dvorchak 60 Independent Director Benjamin Berry 42 Independent Director Qing Tong 40 Independent Director Below is a summary of the business experience of each our executive officers and directors: Sung Hyuk Lee , Chief Executive Officer and Chairman of the Board of Directors, has extensive experience in corporate finance, financial advisory and business consulting. Since May 2021, Mr. Lee has served as CEO of Plutus Partners Co, Ltd. (Seoul office), a private equity and high-value asset brokerage firm. Before that, between June 2016 and March 2021, Mr. Lee served as Senior Managing Director at DTR Partners (Seoul office). Mr. Lee holds a Bachelor’s Degree in Political Science from Yonsei University, Korea, and an MBA from Hass School of Business, California. Hoon Ji Choi, Chief Financial Officer and Director, has more than a decade of experience in investment management. Since May 2021, Mr. Choi has served as Managing Director of Plutus Partners Co, Ltd. (Seoul office), a private equity and high-value asset brokerage firm. Before that, between October 2014 and December 2020, Mr. Choi served as Managing Director at Qing Shan Investment’s Seoul office. As a senior leader of Qing Shan Investment, Mr. Choi was engaged on various buy-side and sell-side cross-border M&A advisory deals. Prior to joining Qing Shan Investment, Mr. Choi served as Asia Regional Director at Deesse AG (Seoul office), from April 2012 to October 2014, where he was responsible for sales and promotion for Asia market, especially for South Korea. Earlier in his career, Mr. Choi served as an Associate with Colony Capital Inc. from October 2010 to March 2012, where he assisted in analyzing and researching investment strategies and targets. Mr. Choi holds two bachelor’s degrees in Real Estate Finance, and Accounting from the University of Southern California’s Marshall School of Business and the Levanthal School of Accounting respectively. Qing Tong , Director. Currently, Mr. Tong serves a Managing Director of Plutus Partners’ China office. Before that, between October 2014 and December 2020, Mr. Tong served as President at Qing Shan Investment. Prior to joining Qing Shan Investment, Mr. Tong was an Investment Manager at Han Hong Private Equity (China) Mr. Tong holds a Bachelor’s Degree in Finance from the University of Southern California, Marshall School of Business and a Master’s Degree in Finance from University of San Francisco. We believe that Mr. Tong’s experience as a seasoned investor makes him well suited to serve as a member of our board of directors. 13 Gary Dvorchak, Director. Mr. Dvorchak is an experienced director and advisor. From 2003 till present, Mr. Dvorchak has served as Founder and Managing Partner of Channel Island Partners, a hedge fund that manages large cap growth and growth-and-income funds. Additionally, since 2015, he has served as the Managing Partner of the Blueshirt Group, a company specializing in capital markets advisory and Investor Relations. Prior to that, from 2010 to 2015, Mr. Dvorchak has served as Senior Vice President of Integrated Corporate Relations, a company that advises on Investor Relations. From 2003 to 2015, Mr. Dvorchak was also a contributing writer to thestreet.com’s Real Money Pro premium subscription service, where the site features leading money managers offering real time commentary to market developments. Mr. Dvorchak also served as Co-Founder and Managing Partner of Aviance Capital Management from 2003 to 2009, Senior Portfolio Manager of EGM Capital in 2002, Senior Vice President of Provident Investment Counsel from 1998 to 2001, and an Analyst of Hambrecht & Quist from 1992 to 1993. Prior to his work in Finance, Mr. Dvorchak was a Software Engineer at Prime Computer from 1986 to 1988. Mr. Dvorchak earned a Bachelor of Science degree in Computer Science from the University of Iowa and has an MBA from Kellog Graduate School of Management from Northwestern University. Benjamin Berry , Director. Mr. Berry is an experienced entrepreneur and business manager with more than 20 years of experience. Since 2010, he has served as the Chief Operating Officer and Partner of Trellis Hospitality group, managing restaurants and consulting contracts for other Minnesota restaurants. Since 2019, he also served as CEO off Synergy Group Management, consulting and providing advisory services to a diverse range of public companies. From 2004 to 2010, Mr. Barry was a Regional Director of various restaurants. Mr. Barry has a business management degree from Ramussen College. Management’s Prior Experience in SPACs None of our management has been or is currently involved in any other SPACs. Our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses, and the collective experience of our officers and directors with blank check companies like ours is not significant. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). The past experience of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination. In addition, the members of the management team may not remain with us subsequent to the consummation of a business combination. Number and Terms of Office of Officers and Directors Our board of directors consists of six members. Each director serves until he/she is replaced. Prior to the completion of an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our insider shares. After completion of the business combination, subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. 14 Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Audit Committee Under the NASDAQ listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be independent. We have established an audit committee of the board of directors, which consists of Mr. Tong, Mr. Dvorchak, and Mr. Berry, each of whom is an independent director under NASDAQ’s listing standards. Mr. Tong is the Chairperson of the audit committee. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ● reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● reviewing and approving all related-party transactions; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and ● approving reimbursement of expenses incurred by our management team in identifying potential target businesses. 15 Compensation Committee We have established a compensation committee of the board of directors, which consists of Mr. Tong, Mr. Dvorchak, and Mr. Berry, each of whom is an independent director under NASDAQ’s listing standards. Mr. Berry is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Clawback Policy We have adopted a clawback policy that applies to our executive officers (the “Clawback Policy”), which is filed herewith as Exhibit 97.1. The Clawback Policy gives the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would not have been paid had it been determined based on the financial statements. Insider Trading Policy We have adopted an insider trading policy that applies to our executive officers (the “Insider Trading Policy”), which is filed herewith as Exhibit 19.1. Availability of Documents We have filed a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement relating to our IPO. You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. 16 Item 11. Executive Compensation. Executive Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us, except that prior to the IPO, Copley Square Sponsor Limited has transferred (i) an aggregate of 60,000 of its insider shares, or 20,000 each to our three independent directors for their board service, (ii) 100,000 of its insider shares to our Chief Executive Officer and Chairman, Mr. Sung Hyuk Lee, and (iii) 60,000 insider shares to our Chief Financial Officer and Director, Mr. Hoon Ji Choi, all for nominal cash consideration prior to the closing of our IPO. Other than as set forth elsewhere in this prospectus, there will be no fees, reimbursements or cash payments made by the company to our sponsors, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of our IPO held in the Trust Account prior to the completion of our initial business combination: Commencing on the date that our securities were first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsors a total of $10,000 per month for office space, administrative and support services. Our sponsors, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review all payments that were made to our sponsors, officers, directors or our or their affiliates. Prior to the closing of our IPO, Copley managing member had agreed to loan us up to $800,000 to be used for a portion of the expenses of our IPO. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group. 17 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Ordinary Shares (Class A and Class B combined) Name of Beneficial Owners(1) Number of Shares Beneficially Owned Approximate Percentage Directors and Officers Sung Hyuk Lee 100,000 * Hoon Ji Choi 60,000 * Qing Tong 20,000 * Gary Dvorchak 20,000 * Benjamin Berry 20,000 * All officers and directors as a group (5 individuals) 220,000 1.1 % Principal shareholders (5%+) Copley Square LLC (2) 4,368,432 21.1 % Hongbo Xing (2) 4,368,432 21.1 % Northlake Partners Ltd. (3) 1,604,757 7.8 % Tian Wang (3) 1,604,757 7.8 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is c/o Harvard Ave Acquisition Corporation, at 3 rd Floor, 166 Yeongsin-ro, Yeongdengpo-gu, Seoul, 07362. (2) Copley Square LLC is the record holder of the shares reported herein. Copley Square Sponsor Limited, a Cayman Islands exempted company, 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 have voting, dispositive or investment powers over Copley Square LLC. As such, he may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Copley Square LLC. The Copley non-managing members have expressed an interest to purchase non-managing membership interests in Copley Square LLC, reflecting interests in an aggregate of (i) 157,446 of the 273,947 private placement units to be purchased by Copley Square LLC, and (ii) 314,892 of the 764,892 restricted Class A ordinary shares to be purchased by Copley Square LLC, at a price of $10.00 per interest for each private placement non-managing security; in private placements that closed simultaneously with the closing of our IPO. The Copley non-managing members are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in Copley Square LLC, with no right to control the sponsor or vote or dispose of any securities held by Copley Square LLC, including the insider shares held by the initial shareholders. (3) Northlake Partners Ltd. is the record holder of the shares reported herein. Mr. Tian Wang is the sole member and a director of Northlake Partners Ltd., which entitles him to have voting, dispositive or investment powers over Northlake Partners Ltd. As such, he may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Northlake Partners Ltd. Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Share Issuance On September 19, 2024, (1) we issued 7,187,500 Class B ordinary shares of a par value of $0.0001 each to Copley Square Sponsor Limited for a purchase price of $25,000, or approximately $0.003 per share, and (2) Copley Square Sponsor Limited surrendered one ordinary shares of a par value of $0.0001 each. On October 18, 2024, Copley Square Sponsor Limited transferred (i) to our Chief Executive Officer and Chairman, Mr. Sung Hyuk Lee, 100,000 insider shares, (ii) to our Chief Financial Officer and Director, Mr. Hoon Ji Choi, 60,000 insider shares, and (iii) to each independent director 20,000 insider shares, in the aggregate amount of 60,000 insider shares, and all at the original purchase price when Copley Square Sponsor Limited acquired such shares from us. On July 14, 2025, Copley Square Sponsor Limited surrendered 287,500 Class B ordinary shares it held, and on August 14, 2025 transferred the remaining 6,680,000 Class B ordinary shares to Copley Square LLC in exchange for becoming the managing member of Copley Square LLC. In addition, 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 22, 2025, Copley Square LLC surrendered 591,974 Class B ordinary shares it held, and Northlake Partners Ltd. surrendered 749,692 Class B ordinary shares it held. Sale of Private Placement Securities Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of 339,964 Private Placement Units, and 1,019,892 Private Placement Shares and together with the Private Placement Units, to the Sponsors, generating total proceeds of $3,399,640. Working Capital Note On September 19, 2024, Copley managing member had agreed to loan us an aggregate of up to $800,000 to be used to pay formation expenses and a portion of the expenses of our IPO. The loan is payable without interest on the earlier of (i) December 31, 2026 and (ii) date on which we consummate our initial public offering. The loan is payable without interest on the date on which we consummate our initial public offering. Up to the closing of the initial public offering, we had borrowed $431,730 under this loan. As of December 31, 2025 and 2024, the outstanding balance of the loan was $331,730 and $132,721, respectively. 18 Administrative Support Services Commencing on the date that the Company’s securities are first listed on NASDAQ through the earlier of consummation of the Company’s initial Business Combination and liquidation, the Company will pay an affiliate of the Sponsors a total of $10,000 per month for office space, administrative and support services. Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the Company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Director Independence Nasdaq requires that a majority of our board must be composed of “independent directors.” Currently, Mr. Dvorchak, Mr. Berry, and Mr. Tong would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present. We will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors. Item 14. Principal Accountant Fees and Services. The firm of MaloneBailey, LLP (“Malone”), acts as our independent registered public accounting firm. The following is a summary of fees paid to Malone for services rendered. Audit Fees. During the year ended December 31, 2025 and for the period from August 15, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $139,050 and $56,650, respectively, for the services Malone performed in connection with our Initial Public Offering and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees . During the year ended December 31, 2025 and for the period from August 15, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees. During the year ended December 31, 2025 and for the period from August 15, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2025 and for the period from August 15, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 19 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 15, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from August 15, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from August 15, 2024 (inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-20 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Not applicable. 20 HARVARD AVE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 206 ) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 15, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from August 15, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from August 15, 2024 (inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-20 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Harvard Ave Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheets of Harvard Ave Acquisition Corporation ( the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025, and for the period from August 15, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025, and for the period from August 15, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2024. Houston, Texas March 26, 2026 F- 2 HARVARD AVE ACQUISITION CORPORATION BALANCE SHEETS December 31, 2025 December 31, 2024 Assets: Current assets: Related party receivable $ 965,240 $ 6,082 Prepaid expenses 62,524 3,693 Prepaid insurance 81,388 — Total Current Assets 1,109,152 9,775 Non-current Assets Investments held in Trust Account 146,003,054 — Deferred offering costs — 207,042 Total Assets $ 147,112,206 $ 216,817 Liabilities and Shareholders’ Deficit Current Liabilities Accrued expenses $ 61,437 $ 32,675 Accrued offering costs 75,107 111,142 Due to Sponsors 5,668 — Promissory note – related party 331,730 132,721 Total Current Liabilities 473,942 276,538 Deferred underwriting fee payable 4,350,000 — Total Liabilities 4,823,942 276,538 Commitments and Contingencies (Note 6) Ordinary shares subject to possible redemption, 14,500,000 and 0 shares at a redemption value of $ 10.07 and $ 0 per share as of December 31, 2025 and 2024, respectively 146,003,054 — Shareholders’ Deficit Preferred shares, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025 and 2024 — — Class A ordinary shares, $ 0.0001 par value, 400,000,000 shares authorized, 1,359,856 and none issued and outstanding, excluding 14,500,000 and 0 shares subject to possible redemption as of December 31, 2025 and 2024, respectively 136 — Class B ordinary shares, $ 0.0001 par value, 90,000,000 shares authorized, 4,833,333 and 5,558,333 shares issued and outstanding as of December 31, 2025 and 2024 (1)(2) , respectively 483 556 Additional paid-in capital — 24,444 Accumulated deficit ( 3,715,409 ) ( 84,721 ) Total Shareholders’ Deficit ( 3,714,790 ) ( 59,721 ) Total Liabilities and Shareholders’ Deficit $ 147,112,206 $ 216,817 (1) On July 14, 2025, the Sponsor surrendered 287,500 Class B ordinary shares for no consideration. Subsequently on October 22, 2025, Copley Square LLC, a Cayman Islands limited liability company, surrendered 591,974 Class B ordinary shares of Harvard Ave Acquisition Corporation (the “Company”) it held, and Northlake Partners Ltd., a British Virgin Islands company (together with Copley Square LLC, the “Sponsors”) surrendered 749,693 Class B ordinary shares it held, resulting in the Sponsors holding an aggregate of 5,558,333 insider shares. All shares and per share presentation have been retrospectively presented. (2) Includes an aggregate of up to 725,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5) as of December 31, 2024. On October 24, 2025, the underwriters forfeited their over-allotment option to purchase up to an additional 2,175,000 units. As a result of the over-allotment option forfeiture by the underwriters, 725,000 Class B ordinary shares of the Company were surrendered by the Sponsors, and such surrendered shares were cancelled by the Company (see Note 5). The accompanying notes are an integral part of these financial statements. F- 3 HARVARD AVE ACQUISITION CORPORATION STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from August 15, 2024 (inception) through December 31, 2024 Formation and operating costs $ 273,933 $ 84,721 Loss from Operations ( 273,933 ) ( 84,721 ) Other income: Interest earned on investments held in Trust Account 1,003,054 — Net Income (Loss) $ 729,121 $ ( 84,721 ) Basic weighted average redeemable Class A ordinary shares outstanding 2,701,370 — Basic net income per redeemable Class A ordinary share $ 0.09 $ — Basic weighted average nonredeemable Class A and Class B ordinary shares outstanding (1)(2) 5,086,676 4,833,333 Basic net income (loss) per nonredeemable Class A and Class B ordinary share $ 0.09 $ ( 0.00 ) Diluted weighted average redeemable Class A ordinary shares outstanding 2,701,370 — Diluted net income per redeemable Class A ordinary share $ 0.09 $ — Diluted weighted average nonredeemable Class A and Class B ordinary shares outstanding (1)(2) 5,086,676 4,833,333 Diluted net income (loss) per nonredeemable Class A and Class B ordinary share $ 0.09 $ ( 0.00 ) (1) On July 14, 2025, the Sponsor surrendered 287,500 Class B ordinary shares for no consideration. Subsequently on October 22, 2025, Copley Square LLC surrendered 591,974 Class B ordinary shares it held, and Northlake Partners Ltd. surrendered 749,693 Class B ordinary shares it held, resulting in the Sponsors holding an aggregate of 5,558,333 insider shares. All shares and per share presentation have been retrospectively presented. (2) Excludes an aggregate of up to 725,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On October 24, 2025, the underwriters forfeited their over-allotment option to purchase up to an additional 2,175,000 units. As a result of the over-allotment option forfeiture by the underwriters, 725,000 Class B ordinary shares of the Company were surrendered by the Sponsors and such surrendered shares were cancelled by the Company (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 HARVARD AVE ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM AUGUST 15, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — August 15, 2024 (inception) — $ — — $ — $ — $ — $ — Insider shares issued to initial shareholders (1)(2) — — 5,558,333 556 24,444 — 25,000 Net loss — — — — — ( 84,721 ) ( 84,721 ) Balance – December 31, 2024 — — 5,558,333 556 24,444 ( 84,721 ) ( 59,721 ) Sale of 339,964 Private Placement Units 339,964 34 — — 1,013,059 — 1,013,093 Sale of 1,019,892 Restricted Class A Ordinary Shares 1,019,892 102 — — 2,386,445 — 2,386,547 Fair value of rights included in Public Units — — — — 3,335,000 — 3,335,000 Forfeiture of Insider Shares — — ( 725,000 ) ( 73 ) 73 — — Allocated value of transaction costs to Restricted Class A Ordinary Shares and Private Placement Units — — — — ( 170,076 ) — ( 170,076 ) Accretion for Class A Ordinary Shares subject to possible redemption to redemption amount — — — — ( 6,588,945 ) ( 4,359,809 ) ( 10,948,754 ) Net income — — — — — 729,121 729,121 Balance – December 31, 2025 1,359,856 $ 136 4,833,333 $ 483 $ — $ ( 3,715,409 ) $ ( 3,714,790 ) (1) Subsequently on October 22, 2025, Copley Square LLC surrendered 591,974 Class B ordinary shares it held, and Northlake Partners Ltd. surrendered 749,692 Class B ordinary shares it held, resulting in the Sponsors holding an aggregate of 5,558,333 insider shares. All shares and per share presentation have been retrospectively presented. (2) Includes an aggregate of up to 725,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5) as of December 31, 2024. On October 24, 2025, the underwriters forfeited their over-allotment option to purchase up to an additional 2,175,000 units. As a result of the over-allotment option forfeiture by the underwriters, 725,000 Class B ordinary shares of the Company were surrendered by the Sponsors and such surrendered shares were cancelled by the Company (see Note 5). The accompanying notes are an integral part of these financial statements. F- 5 HARVARD AVE ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Period from August 15, 2024 (inception) through December 31, 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 729,121 $ ( 84,721 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Payment of operating expense through promissory note – related party 32,675 10,420 Payment of formation cost through promissory note – related party — 6,826 Operating costs applied to prepaid expenses contributed by Sponsor through promissory note – related party — 33,475 Interest earned on investments held in Trust Account ( 1,003,054 ) — Changes in operating assets and liabilities: Related party receivable ( 959,158 ) ( 6,082 ) Prepaid expenses ( 58,831 ) ( 3,693 ) Prepaid insurance ( 81,388 ) — Accrued expenses 28,762 32,675 Net Cash used in Operating Activities ( 1,311,873 ) ( 11,100 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 145,000,000 ) — Net cash used in Investing Activities ( 145,000,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 143,200,000 — Proceeds from sale of Private Placement Units 1,013,093 — Proceeds from sale of Restricted shares 2,386,547 — Proceeds due to Sponsor 2,555,308 — Repayment of due to Sponsor ( 2,549,640 ) — Proceeds from promissory note – related party 216,059 12,000 Repayment of promissory note - related party ( 100,000 ) — Payment of offering costs ( 409,494 ) ( 900 ) Net cash provided by Financing Activities 146,311,873 11,100 Net Change in Cash — — Cash, beginning of period — — Cash, end of period $ — $ — Supplemental Disclosure of Cash Flow Information: Deferred offering costs included in accrued offering costs $ 75,107 $ 111,142 Deferred offering costs paid via promissory note – related party $ 50,275 $ 70,000 Deferred offering costs paid by shareholders in exchange for issuance of Class B ordinary shares $ — $ 25,000 Prepaid expenses paid via promissory note – related party $ — $ 33,475 Accretion of Class A ordinary shares to redemption value $ 10,948,754 $ — Deferred underwriting fee payable $ 4,350,000 $ — Forfeiture of Insider Shares $ 73 $ — The accompanying notes are an integral part of these financial statements. F- 6 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS The Company is a blank check company incorporated in the Cayman Islands on August 15, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has been elected December 31 as its fiscal year end. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from August 15, 2024 (inception) through December 31, 2025, relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the Initial Public Offering and Private Placement (see Note 4). The Company has two sponsors, Copley Square LLC and Northlake Partners Ltd. (the “Sponsors”). The managing member of Copley Square LLC is Copley Square Sponsor Limited (the “Copley managing member”). The registration statement for the Company’s IPO was declared effective on September 30, 2025. On October 24, 2025, the Company consummated the IPO of 14,500,000 units (the “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, the Company consummated the sale of an aggregate of 339,964 units (the “Private Placement Units”) and 1,019,892 Class A ordinary shares, par value $ 0.0001 per share, of the Company, which shares are subject to certain restrictions until the consummation of the initial Business Combination (each, a “restricted Class A ordinary 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 (such sale of the Private Placement Units and the restricted Class A ordinary shares, the “Private Placement”). Transaction costs amounted to $ 6,780,776 , consisting of $ 1,800,000 of cash underwriting fee, $ 4,350,000 of deferred underwriting fee, and $ 630,776 of other offering costs. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will complete its initial Business Combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. F- 7 Upon the closing of the Initial Public Offering on October 24, 2025, an amount of $ 145,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, are held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the Initial Public Offering and the sale of the Private placement units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s public shares if the Company does not complete the Company’s initial Business Combination within 18 months from the closing of the Initial Public Offering or up to 24 months (in the event the Company extend the period of time to consummate a business combination two times by an additional three months each time). or (B) with respect to any other provision relating to shareholder’s rights or pre-business combination activity and (iii) the redemption of all of public shares if the company are unable to complete their initial Business Combination within 18 months from the closing of the Initial Public Offering or up to one time, (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a business combination by the full amount of time), subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the Trust Account. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. On December 9, 2025, the Company announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its units, commencing on or about December 15, 2025. The Class A ordinary shares and rights will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “HAVA” and “HAVAR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “HAVAU.” The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The ordinary shares subject to redemption are accredited to the redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. The Company will have only 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a business combination by the full amount of time) to complete its initial Business Combination, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 and not previously released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any); and, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsors and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any insider shares, private shares, and any public shares held by them in connection with the completion of the initial business combination and to waive their redemption rights with respect to their insider shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the public shares if the Company does not complete its initial business combination within 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a business combination by the full amount of time) or (B) with respect to any other provision relating to shareholder’s rights or pre-initial business combination activity. F- 8 The Sponsors have agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsors to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsors have sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company. Therefore, it cannot be assured that that the Sponsors would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of December 31, 2025, the Company has a related party receivable of $ 965,240 and a working capital of $ 635,210 . As of December 31, 2024, the Company had a related party receivable of $ 6,082 and a working capital deficit of $ 266,763 . 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 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 financial statement does not include any adjustments that might result from the Company’s inability to consummate the Business Combination to continue as a going concern. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Related party receivable The Company’s bank account is owned by a related party to the Sponsor, and as such has no direct ownership of the account. Hence, the Company will record a related party receivable from in the amount of $ 965,240 and $ 6,082 as of December 31, 2025 and 2024, respectively, until such time the Company has direct access to the account. Investments Held in Trust Account As of December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. As of December 31, 2024, there were no assets held in the Trust Account. All of the Company’s investments held in the Trust Account are presented on the accompanying balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering . Offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options”, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to Class A ordinary shares. Offering costs allocated to Class A ordinary shares were charged to temporary equity and offering costs allocated to the public and private placement rights were charged to shareholders’ deficit as public and private placement rights after management’s evaluation are accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. F- 10 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, the Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 145,000,000 Less: Proceeds allocated to Public Rights ( 3,335,000 ) Class A ordinary shares subject to possible redemption issuance cost ( 6,610,700 ) Plus: Accretion of carrying value to redemption value 10,948,754 Class A ordinary Shares subject to possible redemption, December 31, 2025 $ 146,003,054 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. F- 11 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the Public Rights (including the full exercise of the Over-Allotment Option) and the Private Placement Right to purchase an aggregate of 1,483,996 Class A Ordinary Shares in the calculation of diluted income per share, because their issuance is contingent upon future events. The Company has considered the effect of non-redeemable ordinary shares that were excluded from weighted average numbers as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Year Ended December 31, 2025 For the Period from August 15, 2024 (inception) through December 31, 2024 Redeemable Shares Non- Redeemable Shares Redeemable Shares Non- Redeemable Shares Basic net income (loss) per share: Numerator: Allocation of net income (loss) $ 252,904 $ 476,217 $ — $ ( 84,721 ) Denominator: Weighted-average shares outstanding 2,701,370 5,086,676 — 4,833,333 Basic net income (loss) per ordinary share $ 0.09 $ 0.09 $ — $ ( 0.00 ) F- 12 For the Year Ended December 31, 2025 For the Period from August 15, 2024 (inception) through December 31, 2024 Redeemable Shares Non-Redeemable Shares Redeemable Shares Non-Redeemable Shares Diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 252,904 $ 476,217 $ — $ ( 84,721 ) Denominator: Weighted-average shares outstanding 2,701,370 5,086,676 — 4,833,333 Diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ — $ ( 0.00 ) Rights The Company accounts for the Public and Private Placement Rights (as defined in Notes 3 and 4) issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. F- 13 Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on August 15, 2024, its date of incorporation. In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on October 24, 2025, the Company sold 14,500,000 Units at a purchase price of $ 10.00 per Unit for a total of $ 145,000,000 . Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one right (the “Public Right”). Each Public Right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon completion of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 10 in order to receive shares for all of their rights upon closing of a Business Combination. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 339,964 Private Placement Units and 1,019,892 restricted Class A ordinary shares, par value $ 0.0001 per share, of the Company, which shares are subject to certain restrictions until the consummation of the initial Business Combination, at a price of $ 10.00 per Unit for an aggregate purchase price of $ 3,399,640 . Of those 339,964 Private Placement Units purchased by the Sponsors, (i) 273,947 Private Placement Units was purchased by Copley Square LLC (among which, 116,501 Private Placement Units was purchased indirectly by the Copley managing member and 157,446 Private Placement Units was purchased indirectly by the Copley non-managing members), and (ii) 66,017 units were purchased by Northlake Partners Ltd. Among the 1,019,892 restricted Class A ordinary shares purchased by the Sponsors, (i) 764,892 restricted Class A ordinary shares was purchased by Copley Square LLC (among which, 450,000 restricted Class A ordinary shares was purchased indirectly by the Copley managing member and 314,892 restricted Class A ordinary shares wase purchased indirectly by the Copley non-managing members), and (ii) 255,000 restricted Class A ordinary shares was purchased by Northlake Partners Ltd. All of the proceeds the Company received from these purchases are placed in the Trust Account. Each Private Placement Unit will not be redeemable, transferable, assignable or salable by the Sponsors until the completion of its initial Business Combination (except to certain permitted transferees). Pursuant to the private placement subscription agreements, the Sponsors have contractually agreed to waive certain voting and transfer rights of the restricted Class A ordinary shares until the consummation of the Business Combination. The Private Placement Units (and underlying securities) and the Restricted Class A ordinary shares have no redemption rights and will expire worthless if the Company fails to complete an initial business combination. The Private Placement Units are identical to the units sold in the Initial Public Offering. Each Private Placement Unit consists of one share of the Company’s Class A ordinary share (the “Private Placement Share”) and one right (the “Private Placement Right”). Each Private Placement Right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon completion of the Company’s initial Business Combination. F- 14 NOTE 5. RELATED PARTY TRANSACTIONS Insider Shares On September 19, 2024, the Sponsor, Copley Square Sponsor Limited, acquired an aggregate of 7,187,500 shares of Class B ordinary shares of a par value of $ 0.0001 for an aggregate purchase price of $ 25,000 , or approximately $ 0.003 per share, (the “insider shares”) from the Company. On July 14, 2025, the Sponsor surrendered 287,500 Class B ordinary shares it held and now holds 6,900,000 . In addition, 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 22, 2025, Copley Square LLC surrendered 591,974 Class B ordinary shares it held, and Northlake Partners Ltd. surrendered 749,692 Class B ordinary shares it held, resulting in the Sponsors holding an aggregate of 5,558,333 insider shares (up to 725,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and per share presentations have been retrospectively presented. On October 24, 2025, the underwriters forfeited their over-allotment option to purchase up to an additional 2,175,000 Units. As a result of the over-allotment option forfeiture by the underwriters, 725,000 Class B ordinary shares of the Company were surrendered by the Sponsors in order for the Sponsors to maintain ownership of 25 % of the Company’s issued and outstanding shares after the Initial Public Offering (without given effect to the sale of the private units and assuming the Company’s insiders do not purchase units in the Initial Public Offering). The Private Placement Shares are identical to the Class A ordinary shares included in the Units being sold in the Initial Public Offering. However, the Company’s insiders have agreed, pursuant to written letter agreements with the Company, (A) to vote their insider shares and Private Placement shares (as well as any public shares acquired in or after the Initial Public Offering) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated memorandum and articles of association that would stop the Company’s public shareholders from converting or selling their insider shares and Private Placement shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100 % of the Company’s public shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a business combination by the full amount of time) unless the Company provide dissenting public shareholders with the opportunity to convert their public shares into the right to receive cash from the Trust Account in connection with any such vote, (C) not to convert any insider shares and Private Placement shares (as well as any other shares acquired in or after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Company’s proposed initial Business Combination (or sell any shares they hold to the Company in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of the Company’s amended and restated memorandum and articles of association relating to shareholder’s rights or pre-business combination activity and (D) that the insider shares and Private Placement shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The insiders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 50 % of the insider shares, the earlier of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the Company’s initial Business Combination and (2) with respect to the remaining 50 % of the insider shares, six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Private Placement Units (including the underlying securities) will not be transferable, assignable or saleable until the completion of the Company’s initial Business Combination (except to certain permitted transferees). F- 15 Promissory Note — Related Party On September 19, 2024, the Copley managing member has agreed to loan the Company up to $ 800,000 (the “Promissory Note”) to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2026 or (2) the date on which the Company consummates an initial public offering. The loan will be repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account. Up to the closing of the initial public offering, the Company had borrowed $ 431,730 under the Promissory Note. As of December 31, 2025 and 2024, the outstanding balance of the Promissory Note was $ 331,730 and $ 132,721 , respectively. As of December 31, 2025, borrowings under the note are no longer available. The outstanding balance of the Promissory Note is due on demand as of December 31, 2025. Due to Sponsors As of December 31, 2025 and 2024, the Company had $ 5,668 and $ 0 due to Sponsors, respectively, representing proceeds received in advance from the Sponsors in excess of the required amount in connection with the private placement consummated simultaneously with the Initial Public Offering. Related Party Receivable The Company’s bank account is owned by a related party to the Sponsor, and as such has no direct ownership of the account. Hence, the Company will record a related party receivable from in the amount of $ 965,240 and $ 6,082 as of December 31, 2025 and 2024, respectively, until such time the Company has direct access to the account. Administrative Support Agreement Commencing on September 30, 2025 through the earlier of consummation of the initial Business Combination and liquidation, an affiliate of the Sponsors shall be allowed to charge the Company up to $ 10,000 per month for the use of its offices, utilities and personnel. The insiders shall also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. For the year ended December 31, 2025, the Company incurred $ 30,333 in fees for these services which were included in accrued expenses line in the accompanying balance sheets. For the year ended December 31, 2024, no expenses incurred for these services Working Capital Loans In addition, in order to meet the Company’s working capital needs following the consummation of the Initial Public Offering if the funds not held in the Trust Account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $ 3,000,000 of the Working Capital Loans may be converted upon consummation of the Company’s Business Combination into working capital units at a price of $ 10.00 per Unit. If the Company does not complete a Business Combination, the loans will be repaid out of funds not held in the Trust Account, and only to the extent available. As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans. F- 16 NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration and Shareholder Rights The holders of the insider shares, Private Placement Units (including securities contained therein), restricted Class A ordinary shares, and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans are entitled to registration rights pursuant to a registration rights agreement signed subsequent to the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to an additional 2,175,000 Units solely to cover over-allotments, if any. On October 24, 2025, the underwriters informed the Company of its forfeiture of the over-allotment option to purchase the additional 2,175,000 Units. The underwriters were entitled to a cash underwriting discount of $ 1,800,000 , which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to an amount equal to $ 0.30 multiplied by the number of public shares sold as part of the units in the Initial Public Offering, or $ 4,350,000 , and will be paid at the closing of the initial Business Combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the Trust Account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares. F- 17 NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Share — The Company is authorized to issue 10,000,000 shares of preference share, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025 and 2024, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 400,000,000 shares of Class A ordinary shares with $ 0.0001 par value. At December 31, 2025 and 2024, there were 1,359,856 and none Class A ordinary shares issued or outstanding, excluding 14,500,000 and 0 shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue 90,000,000 shares of Class B ordinary shares with $ 0.0001 par value. On September 19, 2024, the Company issued an aggregate of 7,187,500 Insider shares to the Sponsor and executives for an aggregate purchase price of $ 25,000 , at a per-share price of approximately $ 0.003 per share. On July 14, 2025, the Sponsor surrendered 287,500 Class B ordinary shares it held and now holds 6,900,000. In addition, 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 22, 2025, Copley Square LLC surrendered 591,974 Class B ordinary shares it held, and Northlake Partners Ltd. surrendered 749,692 Class B ordinary shares it held, resulting in the Sponsors holding an aggregate of 5,558,333 insider shares (up to 725,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and per share presentation have been retrospectively presented. On October 24, 2025, the underwriters forfeited their over-allotment option to purchase up to an additional 2,175,000 Units. As a result of the over-allotment option forfeiture by the underwriters, 725,000 Class B ordinary shares of the Company were surrendered by the Sponsors in order for the Sponsors to maintain ownership of 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming they do not purchase any Units in the Initial Public Offering and excluding the Class A ordinary shares underlying the Placement Units). None of the Company’s insiders purchased Units in the Initial Public Offering. Such surrendered shares were cancelled by the Company. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth of one Class A ordinary share upon consummation of the Company’s initial Business Combination. In the event the Company will not be the surviving company upon completion of the Company’s initial Business Combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-tenth of one Class A ordinary share underlying each right is entitled to upon consummation of the Business Combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, each holder of a right must hold rights in multiples of ten in order to receive shares for all of his, her or its Class A ordinary shares underlying the rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company redeems the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights. F- 18 NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Public Rights issued in the Initial Public Offering is $ 3,335,000 , or $ 0.23 per Public Right. The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The Public Rights were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights: October 24, 2025 Implied share price $ 9.08 Conversion ratio 10.00 % Probability of De-SPAC 26.00 % Lack of marketability discount 1.00 % At December 31, 2025, assets held in the Trust Account were comprised of $ 146,003,054 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2025, the Company did not withdraw any of interest earned on the Trust Account. At December 31, 2024, there were no assets held in the Trust Account. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 December 31, 2024 Assets: Investments held in Trust Account 1 $ 146,003,054 $ — F- 19 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: December 31, 2025 December 31, 2024 Related party receivable $ 965,240 $ 6,082 Investments held in Trust Account $ 146,003,054 $ — For the Year Ended December 31, 2025 For the Period from August 15, 2024 (inception) through December 31, 2024 Formation and operating costs $ 273,933 $ 84,721 Interest earned on investments held in Trust Account $ 1,003,054 $ — The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure that enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating costs, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the accompanying statements of operations and described within their respective disclosures. NOTE 10. SUBSEQUENT EVENTS F- 20 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. EXHIBIT INDEX Exhibit Description 1.1 Underwriting Agreement, dated October 22, 2025, by and between the Company and the Representative. (incorporated herein by reference to Exhibit 1.1 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 3.1 Amended and Restated Memorandum and Articles of Association, dated September 26, 2025. (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 4.1 Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on September 25, 2025) 4.2 Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on September 25, 2025) 4.3 Specimen Rights Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on September 25, 2025) 4.4 Rights Agreement, dated October 22, 2025, between the Company and CST, as rights agent. (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 4.5* Description of Securities. 10.1 Private Placement Units and Restricted Share Purchase Agreement, dated October 22, 2025, between the Company and Copley Square. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 10.2 Private Placement Units and Restricted Share Purchase Agreement, dated October 22, 2025, between the Company and Northlake Partners. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 10.3 Investment Management Trust Agreement, dated October 22, 2025, between the Company and CST, as trustee. (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 10.4 Registration Rights Agreement, dated October 22, 2025, among the Company, the Sponsors, and certain officers and directors of the Company. (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 10.5 Letter Agreement, dated October 22, 2025, among the Company, the Sponsors, and certain officers and directors of the Company. (incorporated herein by reference to Exhibit 10.5 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 10.6 Indemnity Agreement, dated October 22, 2025, between the Company and each of the officers and directors of the Company. (incorporated herein by reference to Exhibit 10.6 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 10.7 Administrative Agreement, dated October 22, 2025, between the Company and Copley Square. (incorporated herein by reference to Exhibit 10.7 to Form 8-K as filed with the Securities and Exchange Commission on October 27, 2025) 14.1 Code of Ethics (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission on September 25, 2025) 19.1* Insider Trading Policy. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 32.2** Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Clawback Policy of the Registrant. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith ** Furnished herewith 21 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 26, 2026 HARVARD AVE ACQUISITION CORPORATION By: /s/ Sung Hyuk Lee Name: Sung Hyuk Lee Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Sung Hyuk Lee Chairman of the Board of Directors and Chief Executive Officer March 26, 2026 Sung Hyuk Lee (Principal Executive Officer) /s/ Hoon Ji Choi Director and Chief Financial Officer March 26, 2026 Hoon Ji Choi (Principal Financial and Accounting Officer) /s/ Gary Dvorchak Director March 26, 2026 Gary Dvorchak /s/ Benjamin Berry Director March 26, 2026 Benjamin Berry /s/ Qing Tong Director March 26, 2026 Qing Tong 22