Harvard Ave Acquisition Corporation — Westchester Capital Management, LLC and Westchester Capital Partners, LLC filed a joint Schedule 13G reporting beneficial ownership of Class A ordinary shares. Westchester Capital Management reports 788,916 shares (4.97%) and Westchester Capital Partners reports 8,028 shares (0.05%).
The filing states these counts are based on 15,859,856 shares outstanding as of March 25, 2026. The reported Ordinary Shares include Units, where each Unit equals one Class A ordinary share plus a right to receive one‑tenth of a share upon consummation of an initial business combination.
Positive
None.
Negative
None.
Insights
Joint filing shows modest passive stake by Westchester entities.
The filing lists Westchester Capital Management with 788,916 shares (4.97%) and Westchester Capital Partners with 8,028 shares (0.05%), based on March 25, 2026 outstanding shares. The positions are held across registered funds as sub‑advised or advised accounts.
Cash‑flow treatment and disposition plans are not stated. Subsequent filings would show if these positions change materially.
Schedule 13G filed as a joint statement with group language and standard disclosures.
The filing explains the Reporting Persons may be deemed a "group" under Section 13(g)(3) due to advisory relationships, but expressly disclaims that this constitutes an admission of a group. Power breakdowns show shared voting/dispositive power for Westchester Capital Management: 705,157 shares.
Beneficial ownership calculations reference the Issuer's Form 10‑K for the outstanding share count; filings show standard attribution and signature by the Chief Compliance Officer.
Key Figures
Westchester Capital Management holdings:788,916 sharesWestchester Capital Partners holdings:8,028 sharesPercent of class (WCM):4.97%+3 more
6 metrics
Westchester Capital Management holdings788,916 sharesbeneficially owned reported in Schedule 13G
Westchester Capital Partners holdings8,028 sharesbeneficially owned reported in Schedule 13G
Percent of class (WCM)4.97%based on shares outstanding as of March 25, 2026
Percent of class (WCP)0.05%based on shares outstanding as of March 25, 2026
Shares outstanding used15,859,856 sharesas of March 25, 2026 per issuer's Form 10‑K
Shared voting power (WCM)705,157 sharesshared voting power reported in Item 4
Key Terms
Schedule 13G, Units, Beneficial ownership
3 terms
Schedule 13Gregulatory
"This statement is being filed jointly by the following (each, a "Reporting Person""
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Unitsmarket
"The Class A ordinary shares reported herein include shares held in the form of units (the "Units"), each Unit consists of one Class A ordinary share"
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
Beneficial ownershipregulatory
"Amount beneficially owned: Westchester Capital Management, LLC: 788,916"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Westchester Capital Management reports 788,916 shares (4.97%); Westchester Capital Partners reports 8,028 shares (0.05%). These figures are disclosed in a joint Schedule 13G filing signed May 15, 2026.
What outstanding share count does the filing use for HAVA?
The filing bases percentages on 15,859,856 shares outstanding as of March 25, 2026, cited from the issuer's Annual Report on Form 10‑K filed March 26, 2026. Percentages are calculated using that figure.
Do the reported holdings include Units for HAVA?
Yes. The filing states the reported Ordinary Shares include Units, where each Unit consists of one Class A ordinary share plus a right to receive one‑tenth of a share upon consummation of an initial business combination.
Are Westchester and WCP acting as a group for HAVA reporting?
The filing discloses the parties "may be deemed to constitute a 'group'" under Section 13(g)(3) because of advisory relationships, but also states this filing is not an admission that they are a group or have agreed to act as one.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Harvard Ave Acquisition Corporation
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G4330A103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G4330A103
1
Names of Reporting Persons
Westchester Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
83,759.00
6
Shared Voting Power
705,157.00
7
Sole Dispositive Power
83,759.00
8
Shared Dispositive Power
705,157.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
788,916.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.97 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 15,859,856 Shares outstanding as of March 25, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2026.
The Class A ordinary shares (the "Ordinary Shares") reported herein include shares held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination.
SCHEDULE 13G
CUSIP Number(s):
G4330A103
1
Names of Reporting Persons
Westchester Capital Partners, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,028.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,028.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,028.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.05 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 15,859,856 Shares outstanding as of March 25, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2026.
The Class A ordinary shares (the "Ordinary Shares") reported herein include shares held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Harvard Ave Acquisition Corporation
(b)
Address of issuer's principal executive offices:
3rd Floor, 166 Yeongsin-ro, Yeongdengpo-gu, Seoul, Republic of Korea 07362
Item 2.
(a)
Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, and Westchester Capital Partners, LLC ("WCP"), a Delaware limited liability company.
Westchester, a registered investment adviser, serves as sub-advisor to each of The Merger Fund ("MF"), The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF"), Virtus Westchester Credit Event Fund ("CEF"), JNL/Westchester Capital Event Driven Fund ("JNL"), JNL Multi-Manager Alternative Fund ("JARB") and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN"). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust ("Master Trust", together with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the "Funds"). The Funds directly hold Class A Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
Westchester and WCP often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships described herein, these parties may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act. The filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
(b)
Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Westchester Capital Partners, LLC
100 Summit Lake Drive, Valhalla, NY 10595
(c)
Citizenship:
Each of Westchester and WCP are organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Class A ordinary shares, $0.0001 par value per share
(e)
CUSIP Number(s):
G4330A103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Westchester Capital Management, LLC: 788,916
Westchester Capital Partners, LLC: 8,028
(b)
Percent of class:
Westchester Capital Management, LLC: 4.97%
Westchester Capital Partners, LLC: 0.05%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 83,759
Westchester Capital Partners, LLC: 8,028
(ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 705,157
Westchester Capital Partners, LLC: 0
(iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 83,759
Westchester Capital Partners, LLC: 8,028
(iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 705,157
Westchester Capital Partners, LLC: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
