2026-06-05-SEC-Form_S-1_A_East_West_Ave_Acquisition_Corp._9页_135kb

East West Ave Acquisition Corp. - Form S-1 Amendment No. 3 Summary

核心内容

East West Ave Acquisition Corp. (the "Registrant") is filing Amendment No. 3 to its Form S-1 Registration Statement, primarily to replace the Opinion of the Doney Law Firm (Exhibit 5.2). This amendment is an exhibit-only filing and does not amend or delete any part of the original Registration Statement except as specifically noted.

The document outlines key information related to the offering, including expenses, indemnification rights, recent unregistered securities sales, and exhibits. It also includes signature pages and undertakings required by the Securities Act of 1933.

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主要观点

• Amendment Purpose: This amendment is solely to replace the legal opinion from the Doney Law Firm, and it does not alter the content of the original Registration Statement.
• Indemnification Provisions: The Registrant provides extensive indemnification rights to its directors, officers, and employees under Nevada law, including:
  • Indemnification for expenses, judgments, fines, and settlements incurred in actions, suits, or proceedings.
  • Payment of expenses in advance, provided the indemnitee provides an undertaking to repay if not entitled to indemnification.
  • Indemnification is subject to stockholder approval or written legal opinion.
  • The SEC advises that indemnification for liabilities under the Securities Act is against public policy and therefore unenforceable.
• Private Placement Units: The Registrant has committed to issuing private placement units at $10.00 per unit to its sponsors:
  • Sponsor A (East West Ave LLC) is purchasing 192,500 units.
  • Sponsor B (NFR Capital Limited) is purchasing 80,000 units.
  • Total private units: 272,500.
  • These units consist of one common share and one right to receive one-fourth (1/4) of a common share upon the consummation of an initial business combination.
• Recent Unregistered Securities Sales:
  • On November 8, 2025, Sponsor A paid $5,000 for 20,000 founder shares at $0.25 per share.
  • On November 20, 2025, a dividend of 142.75 founder shares per outstanding founder share was issued, totaling 2,855,000 Dividend Shares, for an additional $20,000.
  • On March 5, 2026, Sponsor A transferred 560,000 founder shares to Sponsor B for $4,872, or $0.0087 per share, and agreed to purchase 80,000 private placement units.
  • The per share price of founder shares was determined based on the expected offering size and the proportion of shares they would represent.
  • Up to 375,000 founder shares may be forfeited by Sponsor A depending on the exercise of the underwriters' over-allotment option.
• Indemnification Agreements:
  • The Registrant will enter into indemnification agreements with its directors and officers.
  • These agreements provide for indemnification to the fullest extent permitted by Nevada law.
  • The Registrant also agrees to indemnify underwriters and the underwriters agree to indemnify the Registrant against certain civil liabilities under the Securities Act.

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关键信息

1. Offering Expenses

Expense Type	Estimated Amount
Legal fees and expenses	$260,000
Accounting fees and expenses	$55,000
SEC/FINRA expenses	$36,949
Exchange listing and filing fee	$80,000
Printing and engraving expenses	$30,000
Reimbursement of offering expenses	$150,000
Miscellaneous	$10,551
Total	$622,500

2. Recent Sales of Unregistered Securities

• Sponsor A:
  • Purchased 20,000 founder shares for $5,000 on November 8, 2025.
  • Received 2,855,000 Dividend Shares for $20,000 on November 20, 2025.
  • Transferred 560,000 founder shares to Sponsor B for $4,872 on March 5, 2026.
• Sponsor A's Commitment:
  • Transfer 100,000 founder shares to Ms. Huang.
  • Transfer 40,000 founder shares to Mr. Kerkaert.
  • Transfer 20,000 founder shares to Mr. Parikh and Masahiro Honna.
  • Transfer 10,000 founder shares to Mr. Verjee.
• Private Placement Units:
  • 272,500 units at $10.00 per unit.
  • Total purchase price: $2,725,000.
  • Issued under Section 4(a)(2) of the Securities Act, which allows for private placements.

3. Indemnification Rights

• NRS 78.7502:
  • Directors, officers, and employees are indemnifiable for expenses, judgments, fines, and settlements.
  • Requires stockholder approval or independent legal counsel to determine the propriety of indemnification.
• NRS 78.751:
  • Provides indemnification for successful defense of actions.
• Bylaws:
  • Include indemnification and advancement of expenses.
  • Allow non-covered persons to be indemnified if permitted by law.
  • Permit insurance purchase to cover liabilities.
• Limitations:
  • Indemnification for liabilities under the Securities Act is unenforceable per SEC opinion.
  • Indemnification is prospective unless retroactive provisions are allowed.

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附件与文件

• Exhibits:

  • 1.1+: Form of Underwriting Agreement.
  • 3.1+: Articles of Incorporation.
  • 3.2+: Form of Amended and Restated Articles of Incorporation.
  • 3.3+: Bylaws.
  • 3.4+: Amended and Restated Bylaws.
  • 4.1+: Specimen Unit Certificate.
  • 4.2+: Specimen Common Stock Certificate.
  • 4.3+: Specimen Rights Certificate.
  • 4.4+: Form of Rights Agreement.
  • 5.1+: Opinion of Robinson & Cole LLP.
  • 5.2*: Opinion of Doney Law Firm (replaced in this amendment).
  • 10.1+: Form of Letter Agreement among the Registrant, sponsors, and executives.
  • 10.2+: Form of Investment Management Trust Agreement.
  • 10.3+: Form of Registration Rights Agreement.
  • 10.4+: Form of Private Placement Units Purchase Agreement with Sponsor A.
  • 10.5+: Form of Private Placement Units Purchase Agreement with Sponsor B.
  • 10.6+: Form of Indemnity Agreement.
  • 10.7+: Promissory Note issued to Sponsor A.
  • 10.8+: Securities Subscription Agreement with Sponsor A.
  • 10.9+: Securities Transfer Agreement between Sponsor A and Sponsor B.
  • 10.10+: Form of Securities Assignment Agreement between Sponsor A and directors.
  • 10.11+: Administrative Services Agreement with Sponsor A.
  • 10.12+: Offer Letter to Thomas Kerkaert.
  • 10.13+: Offer Letter to Irfan Verjee.
  • 14+: Form of Code of Business Conduct and Ethics.
  • 23.1+: Consent of Fortune CPA, Inc.
  • 23.2+: Consent of Robinson & Cole LLP.
  • 23.3*: Consent of Doney Law Firm.
  • 24+: Power of Attorney.
  • 99.1+: Form of Audit Committee Charter.
  • 99.2+: Form of Compensation Committee Charter.
  • 99.3+: Form of Nominating & Corporate Governance Committee Charter.
  • 99.4+: Consent of Samir Parikh.
  • 99.5+: Consent of Irfan Verjee.
  • 99.6+: Consent of Masahiro Honna.
  • 107+: Calculation Fee Table.

• Financial Statements: An index to financial statements and schedules is provided on page F-1.

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签署信息

• Registrant: East West Ave Acquisition Corp.
• Signature:
  • Molly Huang, Chief Executive Officer, signed the registration statement on June 5, 2026.
• Other Signatories:
  • Thomas Kerkaert, Chief Financial Officer, also signed on June 5, 2026.

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其他重要事项

• Effective Date: The offering will commence as soon as practicable after the effective date of the Registration Statement.
• No Underwriting Discounts: No underwriting discounts or commissions were paid with respect to the sales of unregistered securities.
• Legal Framework: The Registrant is governed by Nevada law, with indemnification rights and provisions aligned with NRS 78.7502 and NRS 78.751.