08/03/2026 | Press release | Distributed by Public on 08/03/2026 19:25
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Private Rights | (5) | (5) | Common Stock | 20,000(4) | $0 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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NFR CAPITAL Ltd 4701, 47/F TWO EXCHANGE SQUARE CENTRAL HONG KONG |
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| /s/ Yanjie Wang as Director of NFR Capital Limited | 08/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | As described in the registration statement on Form S-1 (File No. 333- 295205) of East West Ave Acquisition Corp. (the "Issuer"), NFR Capital Limited (the "Sponsor B"), one of the two sponsors of the Issuer, is the record holder of the shares reported herein. |
| (2) | On March 5, 2026 the East West Avenue LLC (the "Sponsor A"), one of the two sponsors of the Issuer, entered into a securities assignment agreement with Sponsor B, pursuant to which, the Sponsor B acquired 560,000 founder shares for $4,872, for a per share consideration of $0.0087, upon the effectiveness of the registration statement. |
| (3) | Simultaneously with the consummation of the initial public offering of the Issuer, the Sponsor acquired 80,000 private units (the "Private Units") of the Issuer in a private placement (the "Private Placement") at a purchase price of $10.0 per Private Unit. Each Private Unit consists of one share of common stock, and one right to receive one-fourth (1/4) of one share of common stock. |
| (4) | Represents 20,000 shares of common stock of the Issuer issuable upon conversion of 80,000 private rights of the Issuer, each private right of the Issuer entitling the holder to receive one-fourth (1/4) of one share of common stock of the Issuer, underlying the Private Units acquired by the Sponsor in the Private Placement. |
| (5) | As described in the Rights Agreement dated July 30, 2026, between the Issuer and VStock Transfer, LLC, which is filed as Exhibit 4.4 of the Registration Statement, each private right of the Issuer will automatically convert into one-fourth (1/4) of one share of common stock of the Issuer upon the completion of the Issuer's initial business combination. |