Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Harvard Ave Acquistion Corp (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G4330A103 (CUSIP Number) |
Sung Hyuk Lee Chief Executive Officer, 3rd Floor, 166 Yongsan, Yeongdengpo-gu Seoul, M5, 07362 82-10-8781-0823 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G4330A103 |
| 1 |
Name of reporting person
Northlake Partners Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,604,757.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Including (i) 66,017 Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), of Harvard Ave Acquisition Corporation (the "Issuer") underlying the private units of the Issuer ("Private Units") to be acquired by Northlake Partners Ltd. (the "Sponsor") in a private placement (the "Private Placement") simultaneously with the consummation of the initial public offering of the Issuer (the "IPO"); and (ii) 255,000 Class A ordinary shares to be acquired by the Sponsor in the Private Placement. Each Private Unit consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share, and (ii) 1,283,740 Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and together with Class A ordinary shares, the "ordinary shares"), of the Issuer acquired by the Sponsor prior to the IPO. (2) The Sponsor is the record holder of the ordinary shares reported herein. Mr. Tian Wang is the sole member and a director of the Sponsor, which entitles him to voting, dispositive or investment power over the Sponsor. As such, Mr. Tian Wang is deemed to have voting and dispositive rights over the securities of the Issuer held by the Sponsor.
SCHEDULE 13D
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| CUSIP No. | G4330A103 |
| 1 |
Name of reporting person
Tian Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,604,757.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Mr. Tian Wang is the sole member and a director of the Sponsor, which entitles him to voting, dispositive or investment power over the Sponsor. As such, Mr. Tian Wang is deemed to have voting and dispositive rights over the securities of the Issuer held by the Sponsor.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Harvard Ave Acquistion Corp |
| (c) | Address of Issuer's Principal Executive Offices:
3rd Floor, 166 Yongsan, Yeongdengpo-gu, Seoul,
KOREA, REPUBLIC OF
, 07362. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by the Sponsor and Mr. Tian Wang (collectively, the "Reporting Persons"). The Reporting Persons are the holders of record of approximately 7.8% of the Issuer's outstanding Ordinary Shares based on the number of ordinary shares outstanding as of October 24, 2025. |
| (b) | The principal business address of the Reporting Persons is c/o Harvard Ave Acquisition Corporation, 3rd Floor, 166 Yongsan, Yeongdengpo-gu, Seoul, 07362, Republic of Korea. |
| (c) | Mr. Tian Wang is the sole member and a director of the Sponsor, which entitles him to voting, dispositive or investment power over the Sponsor. As such, Mr. Tian Wang is deemed to have voting and dispositive rights over the securities of the Issuer held by the Sponsor. |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (f) | The Sponsor is a British Virgin Islands company. Mr. Tian Wang is citizen of the People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
On September 19, 2024, (1) the Issuer issued 7,187,500 Class B ordinary shares to Copley Square Sponsor Limited for a purchase price of $25,000, and (2) Copley Square Sponsor Limited surrendered one Class A ordinary shares of a par value of $0.0001 each. On October 18, 2024, Copley Square Sponsor Limited transferred to certain directors and officers of the Issuer an aggregate amount of 220,000 Class B ordinary shares, and all at the original purchase price when Copley Square Sponsor Limited acquired such shares from the Issuer. 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 the Sponsor at $0.0036 per share. On October 22, 2025 and October 24, 2025, the Sponsor surrendered 749,692 Class B ordinary shares and 405,113 Class B ordinary shares, respectfully. On October 24, 2025, simultaneously with the Issuer's IPO, the Sponsor acquired 66,017 Private Units and 255,000 Class A ordinary shares in the Private Placement. Each Private Unit consists of one Class A ordinary share of the Issuer and one right to receive one-tenth (1/10) of one Class A ordinary share of the Issuer. Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors of the Issuer (the "Board") or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of ordinary shares beneficially or directly owned by the Reporting Persons is based upon a total of 20,693,189 ordinary shares outstanding as of October 24, 2025. The Reporting Persons beneficially own 1,604,757 ordinary shares, representing approximately 7.8% issued and outstanding ordinary shares. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 1,604,757 ordinary shares, representing approximately 7.8% issued and outstanding ordinary shares. |
| (c) | Other than the disposition of the shares as reported in this Schedule 13D, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
7.1 Joint Filing Agreement, dated October 22, 2025. 10.1 Securities Purchase Agreement between the Registrant and Copley Square Sponsor Limited, dated as of September 19, 2024.https://www.sec.gov/Archives/edgar/data/2042460/000121390025012102/ea021947904ex10-5_harvard.htm 10.2 Securities Transfer Form by Copley Square Sponsor Limited dated August 14, 2025. https://www.sec.gov/Archives/edgar/data/2042460/000121390025089441/ea021947911ex10-12_harva.htm 10.3 Securities Transfer Agreement between Copley Square LLC and Northlake Partners Ltd. dated as of September 16, 2025. https://www.sec.gov/Archives/edgar/data/2042460/000121390025091541/ea0219479-12.htm#TOC001 10.4 Private Placement Units and Restricted Share Purchase Agreement dated October 22, 2025. https://www.sec.gov/Archives/edgar/data/2042460/000121390025102570/ea026255501ex10-2_harvard.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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