false
--11-30
0002100704
0002100704
2026-08-04
2026-08-04
0002100704
EWAV:UnitsConsistingOfOneShareOfCommonStock0.0001ParValueAndOneRightToAcquireOnefourthOfOneShareOfCommonStockMember
2026-08-04
2026-08-04
0002100704
EWAV:CommonStockParValue0.0001PerShareMember
2026-08-04
2026-08-04
0002100704
EWAV:RightsEachWholeRightToAcquireOnefourthOfOneShareOfCommonStockMember
2026-08-04
2026-08-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 4, 2026 (August 3, 2026)
| East
West Ave Acquisition Corporation |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
001-43355 |
|
41-2320127 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File Number) |
|
Identification
Number) |
5725
S Valley View Blvd, Ste 5 #378094
Las
Vegas, NV 89118
(Address
of principal executive offices)
802-242-1238
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act.
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Units,
consisting of one share of common stock, $0.0001 par value, and one Right to acquire one-fourth of one share of common stock |
|
EWAVU |
|
The
Nasdaq Stock Market LLC |
| Common
stock, par value $0.0001 per share |
|
EWAV |
|
The
Nasdaq Stock Market LLC |
| Rights,
each whole right to acquire one-fourth of one share of common stock |
|
EWAVR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
On
July13, 2026, the Registration Statement on Form S-1 (File No. 333-295205) (the “Registration Statement”) relating to the
initial public offering (the “IPO”) of East West Ave Acquisition Corporation, a Nevada corporation (the “Company”),
was declared effective by the U.S. Securities and Exchange Commission. On August 3, 2026, the Company consummated the IPO of 10,000,000
units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value per share (each, a “Common
Share”), and one right (each, a “Right”), each Right entitling the holder thereof to exchange for one-fourth of one
Common Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $100,000,000.
Substantially
concurrently with the closing of the IPO, the Company completed the private sale of 272,500 units (the “Private Units”) to
the Company’s sponsors including 192,500 Private Units issued to East West Avenue LLC, a Delaware limited liability company
(“Sponsor A”); and 80,000 Private Units issued to NFR Capital Limited, a Hong Kong company (“Sponsor B,” together
with Sponsor, the “Sponsors”). Each Private Unit consists of one Class A Ordinary Share, one Warrant (the “Private
Warrants”), and one Right (the “Private Rights”). The Private Units are identical to the Units sold in the IPO, subject
to limited exceptions as further described in the Registration Statement. The Private Units were sold at $10.00 per Unit, generating
gross proceeds of $2,725,000.
The
Company also issued to D. Boral Capital LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000
Common Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative
Shares are identical to the Common Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell,
pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to hedging, short sale, derivative, put
or call transaction that would result in the effective economic disposition of the securities by any person until 180 days immediately
following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2),
other than (i) the Representative or an underwriter or selected dealer in connection with the IPO, or (ii) a bona fide officer or partner
of the Representative or of any such underwriter or selected dealer. In addition, the Representative has agreed (i) waive its redemption
rights with respect to its representative shares in connection with the completion of our initial business combination, (ii) waive its
redemption rights with respect to its representative shares in connection with a stockholder vote to approve an amendment to our amended
and restated articles of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if
we do not complete our initial business combination within the combination window, or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity and (iii) waive its rights to liquidating distributions from
the trust account with respect to its representative shares if we fail to complete our initial business combination within the combination
window. In addition, the underwriter has agreed to vote any representative shares held by it in favor of our initial business combination
and any charter amendment associated with the extension of the combination period. Upon the closing, the Representative also forfeited
its over-allotment option in full, as a result of which, 375,000 founder shares issued to Sponsor A will be forfeited accordingly without
any consideration.
In
connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the
Registration Statement:
| |
● |
the
Underwriting Agreement, dated July 30, 2026 (the “Underwriting Agreement”), between the Company and the Representative; |
| |
|
|
| |
●
|
the
Rights Agreement, dated July 30, 2026, between the Company and VStock Transfer, LLC (“VStock”), as rights agent (the
“Rights Agreement”); |
| |
|
|
| |
● |
the
Securities Transfer Agreement, dated July 30, 2026, among the Company and certain directors of the Company (the “Securities
Transfer Agreement”); |
| |
|
|
| |
● |
certain
private unit subscription agreement, dated July 30, 2026, between the Company and the Sponsor A (the “Sponsor A Private
Unit Subscription Agreement”); |
| |
|
|
| |
● |
certain private unit subscription agreement, dated July
30, 2026, between the Company and the Sponsor B (the “Sponsor B Private Unit Subscription Agreement”, with the
“Sponsor A Private Unit Subscription Agreement”, the “Private Unit Subscription Agreements”); |
| |
|
|
| |
● |
the
Investment Management Trust Agreement, dated July 30, 2026, between the Company and Equiniti Trust Company, LLC (“Equiniti”),
as trustee; |
| |
|
|
| |
● |
the
Registration Rights Agreement, dated July 30, 2026, among the Company, the Representative, the Sponsors, and certain officers and
directors of the Company; |
| |
|
|
| |
● |
the
Letter Agreement, dated July 30, 2026, among the Company, the Sponsors, and certain officers and directors of the Company; |
| |
|
|
| |
● |
the
Indemnity Agreement, dated July 30, 2026, between the Company and each of the officers and directors of the Company; and |
| |
|
|
| |
● |
the
Administrative Services Agreement, dated July 30, 2026, between the Company and Sponsor A. |
The
Underwriting Agreement is filed as Exhibit 1.1, the Rights Agreement is filed as Exhibit 4.1, and the other agreements set forth above
are filed as Exhibits 10.1 to 10.8, respectively, to this report, and each of such exhibits is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities
Substantially
concurrently with the closing of the IPO, the Company completed the private sale of 272,500 Private Units to the Sponsors for
an aggregate purchase price of $2,725,000. The Private Units are identical to the Units issued in the IPO, except that the holders have
agreed not to transfer, assign or sell any of the Private Units and the underlying securities (except for certain permitted transferees)
until the completion of the Company’s initial business combination. The issuance of the Private Units was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
on July 30, 2026, in connection with the listing of the Company’s Units on the Nasdaq Global Market, Samir Parikh, Irfan Verjee
and Masahiro Honna became directors of the Company.
The
board of directors of the Company has determined that each of Samir Parikh, Irfan Verjee and Masahiro Honna is an independent director
under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934, as amended (“Exchange Act”),
and has determined that Mr. Masahiro Honna qualifies as an “audit committee financial expert” as that term is defined in
Item 407(d)(5) of Regulation S-K under the Exchange Act. Samir Parikh, Irfan Verjee and Masahiro Honna will serve as members of the audit
committee, with Mr. Honna serving as chair of the audit committee.
Substantially
concurrently with the effectiveness of the registration statement and closing of the IPO, the Sponsor A transferred (i) 100,000 founder
shares to Ms. Huang, our CEO and President, director, (ii) 40,000 founder shares to Mr. Kerkaert, our CFO and director; (iii) 20,000
founder shares to each of Mr. Parikh and Honna, our directors, (iv) 10,000 founder shares to Mr. Verjee, our director, pursuant to certain Securities Transfer Agreement.
The Company will reimburse the officers and directors for reasonable out-of-pocket expenses incurred by them in connection with certain
activities on the Company’s behalf such as identifying and investigating possible target businesses and business combinations.
Upon the closing, the Representative also forfeited its over-allotment option in full, as a result of which, 375,000 founder shares
issued to Sponsor A will be forfeited accordingly without any consideration.
Other
than as set forth in Item 1.01 of this report and the Registration Statement, none of the directors mentioned above are party to any
arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions
involving the Company required to be disclosed under Item 404(a) of Regulation S-K.
Item
5.03 Amendments to the Memorandum and Articles of Association.
On
July 31, 2026, the Company adopted its Amended and Restated Articles of Incorporation, effective immediately. The Amended and Restated
Articles of Incorporation and Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 to this report and is incorporated by reference
herein.
Item
8.01 Other Events.
A
total of $100,500,000 ($10.05 per unit), from the proceeds of the IPO and the sale of the Private Units (net of transaction expenses
and working capital) were placed in the Company’s trust account. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay dissolution expenses up to $100,000, the proceeds from the IPO and the sale of the
Private Units held in the trust account will not be released until the earliest 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 Articles of Incorporation to (A) modify the substance or timing of the Company’s obligation to allow redemption
in connection with an initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete
the Company’s initial business combination within 12 months from the consummation of the IPO (or 15 months if the Company enters
into a definitive business combination agreement by August 3, 2027), or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity, and (iii) the redemption of all the Company’s public shares if the Company is unable
to complete its initial business combination within 12 months from the consummation of the IPO (or 15 months if the Company enters into
a definitive business combination agreement by August 3, 2027), subject to applicable law. The company’s sponsors will provide
loans to cover any tax obligations associated with the company’s Nevada incorporation, ensuring that funds held in the trust account
are not used for such payments.
On
July 31, 2026, the Company issued a press release, a copy of which is filed as Exhibit 99.1 to this report, announcing the pricing of
the IPO.
On
August 3, 2026, the Company issued a press release, a copy of which is filed as Exhibit 99.2 to this report, announcing the closing of
the IPO.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description
of Exhibits |
| 1.1 |
|
Underwriting Agreement, dated July 30, 2026, by and between the Company and the Representative. |
| |
|
|
| 3.1 |
|
Amended and Restated Articles of Incorporation, dated July 31, 2026. |
| |
|
|
| 3.2 |
|
Bylaws. |
| |
|
|
| 4.1 |
|
Rights Agreement, dated July 30, 2026, between the Company and VStock, as rights agent. |
| |
|
|
| 10.1 |
|
Securities Transfer Agreement, dated July 30, 2026, among the Company and certain directors of the Company. |
| |
|
|
| 10.2 |
|
Private Unit Subscription Agreement, dated July 30, 2026, between the Company and the Sponsor A. |
| |
|
|
| 10.3 |
|
Private Unit Subscription Agreement, dated July 30, 2026, between the Company and the Sponsor B. |
| |
|
|
| 10.4 |
|
Investment Management Trust Agreement, dated July 30, 2026, between the Company and Equiniti, as trustee. |
| |
|
|
| 10.5 |
|
Registration Rights Agreement, dated July 30, 2026, among the Company, the Sponsors, and certain officers and directors of the Company. |
| |
|
|
| 10.6 |
|
Letter Agreement, dated July 30, 2026, among the Company, the Sponsors, and certain officers and directors of the Company. |
| |
|
|
| 10.7 |
|
Indemnity Agreement, dated July 30, 2026, among the Company, and certain officers and directors of the Company |
| |
|
|
| 10.8 |
|
Administrative Services Agreement
dated July 30, 2026 between the Company and East West Avenue LLC. |
| |
|
|
| 99.1 |
|
Press Release, dated July 30, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated August 3, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
East
West Ave Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Maoli (Molly) Huang |
| |
Name:
|
Maoli
(Molly) Huang |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
August 4, 2026 |
|
|
Exhibit 99.1
EAST
WEST AVE ACQUISITION CORP. ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING
NEW
YORK, July 30, 2026 (GLOBE NEWSWIRE) – East West Ave Acquisition Corp. (NASDAQ: EWAVU) (the “Company”) announced the
pricing of its initial public offering (the “IPO”) of 10,000,000 units at $10.00 per unit. The units are expected to trade
on the Nasdaq Global Market (“Nasdaq”) under “EWAVU” beginning July 31, 2026. Each unit consists of one share
of common stock, and one right to receive one-fourth of one share of common stock upon consummation of an initial business combination.
Upon separate trading, the common stock and rights are expected to be listed on Nasdaq under “EWAV” and “EWAVR”
respectively.
D.
Boral Capital LLC is acting as sole book-running manager of the offering. The underwriters have a 45-day option to purchase up to 1,500,000
additional units to cover any over-allotments. The offering is expected to close on August 3, 2026, subject to customary closing conditions.
A
registration statement on Form S-1 (File No. 333- 295205) for these securities was declared effective by the SEC on July 13, 2026. The
offering is made only by means of a prospectus. Copies of the prospectus may be obtained, from D. Boral Capital LLC, 590 Madison Ave.,
39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com. Copies
of the registration statement can also be obtained by visiting EDGAR on the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or to buy, nor shall there be any sale where such offer, solicitation or sale would
be unlawful prior to registration or qualification under the applicable securities laws.
About
East West Ave Acquisition Corp.
East
West Ave Acquisition Corp. is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The Company’s target search will not be limited to a particular industry
or geographic region.
Forward-Looking
Statements
This
press release contains “forward-looking statements,” including statements regarding the Company’s IPO. These statements
are subject to risks and uncertainties that could cause actual results to differ materially. No assurance can be given that the offering
will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, beyond the Company’s
control, including those in the Risk Factors section of the Company’s registration statement filed with the SEC. Copies are available
on the SEC’s website, www.sec.gov. The Company disclaims any obligation
to release publicly updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations,
except as required by law.
Contact
East
West Ave Acquisition Corp.
Molly
Huang
Chief
Executive Officer
ir@eastwestave.com
Exhibit
99.2
EAST
WEST AVE ACQUISITION CORP. ANNOUNCES CLOSING OF $100 MILLION INITIAL PUBLIC OFFERING
NEW
YORK, August 3, 2026 (GLOBE NEWSWIRE) – East West Ave Acquisition Corp., a Nevada corporation (NASDAQ: EWAVU) (the “Company”),
announced the closing of its previously announced initial public offering (the “IPO”) of 10,000,000 units at $10.00 per unit.
The units commenced trading on the Nasdaq Global Market (“Nasdaq”) under “EWAVU” beginning July 30, 2026. Each
unit consists of one share of common stock, and one right to receive one-fourth of one share of common stock upon consummation of an
initial business combination. Upon separate trading, the common stock and rights are expected to be listed on Nasdaq under “EWAV”
and “EWAVR” respectively.
The
funds held in the trust account of the Company (the “Trust Account”), including the interest earned on the funds held in
the Trust Account, will not be used to pay any federal, state, local, excise or other tax associated with the Company being a Nevada
corporation. The sponsors of the Company will provide sufficient loans as working capital to the Company to pay any such taxes owed from
an account other than the Trust Account.
D.
Boral Capital LLC acted as sole book-running manager of the offering. The underwriters have a 45-day option to purchase up to 1,500,000
additional units to cover any over-allotments.
A
registration statement on Form S-1 (File No. 333- 295205) for these securities was declared effective by the Securities and Exchange
Commission (the “SEC”) on July 13, 2026. The offering was made only by means of a prospectus. Copies of the prospectus may
be obtained from D. Boral Capital LLC, 590 Madison Ave., 39th Floor, New York, New York 10022,
by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com. Copies of the registration statement
can also be obtained by visiting EDGAR on the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or to buy, nor shall there be any sale where such offer, solicitation or sale would
be unlawful prior to registration or qualification under the applicable securities laws.
About
East West Ave Acquisition Corp.
East
West Ave Acquisition Corp. is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The Company’s target search will not be limited to a particular industry
or geographic region.
Forward-Looking
Statements
This
press release contains “forward-looking statements,” including statements regarding the Company’s IPO. These statements
are subject to risks and uncertainties that could cause actual results to differ materially. No assurance can be given that the offering
will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, beyond the Company’s
control, including those in the Risk Factors section of the Company’s registration statement filed with the SEC. Copies are available
on the SEC’s website, www.sec.gov. The Company disclaims any obligation
to release publicly updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations,
except as required by law.
Contact
East
West Ave Acquisition Corp.
Molly
Huang
Chief
Executive Officer
ir@eastwestave.com