Harvard Ave Acquisition Corp Announces Business Combination with OAG; $300M Consideration

What Happened
Harvard Ave Acquisition Corp (HAVA) filed an 8‑K (Sept. 29, 2026) disclosing that on Sept. 25, 2026 it entered into a Business Combination Agreement to combine with OAG Pipeline Technologies Inc. (OAG). The deal contemplates a two‑step merger that will result in both HAVA and OAG becoming wholly owned subsidiaries of a newly public company (PubCo). Total merger consideration is $300,000,000 (based on OAG’s post‑restructuring valuation), and PubCo Ordinary Shares are expected to be listed on Nasdaq following closing. A joint press release announcing the agreement was issued Sept. 28, 2026 (Exhibit 99.1).

Key Details

• Agreement date: September 25, 2026; press release: September 28, 2026.
• Total merger consideration: $300,000,000 (valuation after OAG restructuring).
• Share treatment: HAVA and OAG holders will receive newly issued PubCo Ordinary Shares at closing; detailed conversion mechanics (unit separation, right conversions and share cancellations) are specified in the agreement.
• Financing/lockups: Parties will seek up to $30,000,000 of equity financing within nine months after the Second Closing; sponsors and certain shareholders agreed to support/lock up shares (forms of shareholder support, sponsor support, registration rights and lock‑up agreements were attached as exhibits).
• Closing conditions include shareholder approvals, SEC effectiveness of proxy/registration statement, Nasdaq initial listing approval, required third‑party consents, and absence of material adverse effects. First Closing requires at least $10,000,000 available cash (trust account net of redemptions plus committed financing less transaction expenses).

Why It Matters
This filing signals that HAVA (a SPAC/acquiror) and OAG have a definitive agreement to combine and take OAG public through PubCo on Nasdaq, with a stated deal value of $300M. The transaction requires shareholder and regulatory approvals and includes financing and lock‑up provisions that could affect post‑closing share supply and near‑term capital requirements. Retail investors should watch for the proxy/registration statement, the timing of the two closings, any shareholder votes, and updates on financing and Nasdaq listing progress.