Key Highlights

● Harvard Ave signed a Business Combination Agreement on September 25, 2026 with OAG International Ltd, a pipeline services company.

● Total merger consideration is $300,000,000, and the deal runs through a new holding company, OAG Pipeline Technologies Inc.

● The parties must use reasonable best efforts to identify $30,000,000 of equity financing within nine months after the second closing.

● The first closing requires available cash of at least $10,000,000, and the filing does not state the trust account balance.

Harvard Ave Acquisition Corp (NASDAQ:HAVA), a blank-check company listed on Nasdaq, signed a Business Combination Agreement on September 25, 2026 with OAG International Ltd, a pipeline services company. The agreement puts the total merger consideration at $300,000,000, based on OAG's valuation after a restructuring, and routes the deal through a new holding company, OAG Pipeline Technologies Inc. The Form 8-K, filed September 29, 2026, also says the parties must use reasonable best efforts to identify $30,000,000 of equity financing within nine months after the second closing.

How the Deal Is Structured

Harvard Ave, known by the ticker HAVA, is a Cayman Islands exempted company with its principal office in Seoul, Republic of Korea. The agreement calls for two sequential mergers. In the first, a subsidiary of the new holding company, referred to as PubCo, merges into HAVA, which survives as a wholly owned subsidiary of PubCo. In the second, another PubCo subsidiary merges into OAG, which also survives as a wholly owned PubCo subsidiary. Shareholders of both companies receive PubCo ordinary shares, with a par value of US$1.00 per share, and PubCo shares are expected to be listed on Nasdaq afterward.

Before the first merger, HAVA units separate, each right converts into one-tenth of a Class A share, and Class B shares convert into Class A shares; each resulting Class A share is exchanged for one PubCo ordinary share. OAG shareholders receive shares under a formula that divides $300,000,000 by $10.00 per share and then by the number of OAG ordinary shares outstanding immediately before the second merger.

Conditions and Protections

The filing lists closing conditions that include approval of the agreement by shareholders of both companies, effectiveness of the registration or proxy statement, Nasdaq approval of PubCo's initial listing application, required regulatory approvals and third-party consents, and the absence of a material adverse effect. The first closing also requires that available cash, meaning cash in HAVA's trust account after redemptions plus committed transaction financing, less transaction expenses, be at least $10,000,000. The filing does not state the trust account balance.

The agreement can be terminated by mutual consent, for uncured material breach, if a law or order blocks the deal, or if a shareholder vote fails. Either side can also terminate if the first merger has not occurred by the last date HAVA's charter allows for completing a business combination; that date is not stated in the report.

Support agreements were signed on September 25. Certain OAG shareholders agreed to vote in favor and not transfer their shares, and HAVA's sponsors, Copley Square LLC and Northlake Partner Ltd., signed a similar sponsors support agreement. Forms of a registration rights agreement and a lock-up agreement are also filed as exhibits.

About OAG

A joint press release furnished under Item 7.01 describes OAG as a provider of pipeline construction and integrity services for onshore and offshore energy infrastructure. It says the company was founded in 1999 by Jonathan Chong, has completed more than 200 projects in more than 27 countries, serves about 40 clients, and specializes in offshore field joint coating, welding and non-destructive testing. It says OAG plans to expand in the Americas and Africa. The release gives no financial figures for OAG.

Sung Hyuk Lee, HAVA's Chief Executive Officer, is quoted as saying the company is pleased "to announce our business combination with OAG, an established business with a long operating history." Mr. Chong is quoted as saying the transaction "represents an important milestone for OAG."

HAVA and OAG Face Shareholder Votes and Financing

No closing date has been given; the release says the combination is subject to regulatory and shareholder approvals and other customary conditions. Watch for the registration statement PubCo will need to file, the dates of the shareholder meetings, redemption levels in the trust account against the $10,000,000 minimum cash condition, and progress toward the $30,000,000 financing.