Tavia Acquisition Corp. (TAVI) signs non-binding LOI with Vita Inclinata

Rhea-AI Filing Summary

Tavia Acquisition Corp., a Cayman Islands exempted company, and Vita Inclinata Technologies, Inc. have entered into a non-binding letter of intent dated July 13, 2026 for a proposed business combination. The parties emphasize there is no assurance a definitive agreement will be reached or that any transaction will be completed.

Any combination would be subject to due diligence, negotiation and execution of a definitive agreement, satisfaction of negotiated conditions, board and equity holder approvals, regulatory approvals and other customary closing conditions. If a definitive agreement is signed, a registration statement on Form S-4 with a proxy statement/prospectus would be prepared for Tavia shareholders.

Key Figures

Letter of intent date: July 13, 2026 Right conversion ratio: one-tenth (1/10) of one Ordinary Share

2 metrics

Letter of intent date July 13, 2026 Date Tavia Acquisition Corp. and Vita Inclinata Technologies, Inc. entered a non-binding letter of intent

Right conversion ratio one-tenth (1/10) of one Ordinary Share Each Right is exercisable to acquire one-tenth (1/10) of one Ordinary Share

Key Terms

non-binding letter of intent, registration statement on Form S-4, proxy statement/prospectus, forward-looking statements, +1 more

5 terms

non-binding letter of intent regulatory

"they have entered into a non-binding letter of intent for a proposed business combination"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

registration statement on Form S-4 regulatory

"will prepare a registration statement on Form S-4, which will include a preliminary proxy"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"including a proxy statement/prospectus, to be filed with the U.S. Securities"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"include “forward-looking statements” with respect to the Company and Vita"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

participants in the solicitation regulatory

"may be deemed to be participants in the solicitation of proxies of the Company’s shareholders"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

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Available on EDGAR 07/13/2026 - 05:11 PM Accepted by SEC EDGAR 07/13/2026 - 05:10 PM Learn about SEC filing dates

FAQ

What did Tavia Acquisition Corp. (TAVI) disclose on July 13, 2026?

Tavia Acquisition Corp. disclosed that it and Vita Inclinata Technologies, Inc. entered a non-binding letter of intent for a potential business combination. The disclosure stresses there is no assurance a definitive agreement will be signed or that any transaction will be completed.

Is the proposed TAVI and Vita Inclinata business combination binding?

No. The letter of intent between Tavia Acquisition Corp. and Vita Inclinata Technologies is expressly non-binding. Any business combination would require a negotiated definitive agreement, completion of due diligence, and satisfaction of multiple approvals and conditions before it could close.

What conditions must be met before the TAVI–Vita deal can close?

Closing a Tavia–Vita business combination would require completed due diligence, a negotiated definitive agreement, satisfaction of agreed conditions, board and equity holder approvals, necessary regulatory approvals, and other customary closing conditions, any of which could prevent completion.

What SEC filings are expected if TAVI and Vita sign a definitive agreement?

If a definitive agreement is executed, a newly formed holding company, Vita or Tavia would prepare a Form S-4 registration statement containing a proxy statement/prospectus for Tavia shareholders. This document would describe the proposed business combination and each company’s business.

Will Tavia shareholders receive a proxy statement about the Vita transaction?

If a definitive agreement is signed and the registration statement is declared effective, a proxy statement/prospectus will be mailed to Tavia shareholders. It will contain important information about the proposed business combination and the interests of directors and officers in the transaction.

How does Tavia describe the forward-looking statements in this announcement?

Tavia states the announcement contains forward-looking statements regarding the potential business combination, future performance and closing conditions. It lists numerous risk factors that could cause actual results to differ materially and notes that neither party undertakes to update these statements except as required by law.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 13, 2026

Tavia Acquisition Corp.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-42430		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

850 Library Avenue, Suite 204 Newark, DE		19711
(Address of principal executive offices)		(Zip Code)

(212) 506-6298
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Ordinary Share and one Right		TAVIU		The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share		TAVI		The Nasdaq Stock Market LLC
Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share		TAVIR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On July 13, 2026, Tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Vita Inclinata Technologies, Inc. (“Vita”) issued a press release announcing that they have entered into a non-binding letter of intent for a proposed business combination. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

No assurances can be made that the Company and Vita will successfully negotiate and enter into a definitive agreement, or that the proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary closing conditions.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Additional Information and Where to Find It

If a definitive agreement is entered into in connection with the proposed business combination, a newly formed holding company, Vita or the Company will prepare a registration statement on Form S-4, which will include a preliminary proxy statement of the Company containing information about the proposed business combination and the respective businesses of the Company and Vita, as well as the prospectus relating to a potential newly formed holding company’s securities to be issued in connection with the completion of the proposed business combination, including a proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission (“SEC”). If a definitive agreement is executed and after the registration statement is declared effective, the proxy statement/prospectus will be mailed to the Company’s shareholders. The Company urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons can also read the Company’s reports filed with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the proposed transactions described herein. The proxy statement/prospectus and the Company’s reports, once available, can be obtained, without charge, at the SEC’s website (http://www.sec.gov).

Participants in the Solicitation

The Company, or a newly formed holding company, Vita and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Company’s reports filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests of Vita’s and the Company’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available.

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Forward-Looking Statements:

This Current Report on Form 8-K and the exhibit hereto include “forward-looking statements” with respect to the Company and Vita. All information in this press release concerning Vita has been provided solely by Vita and has not been independently verified by the Company, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation to update the information in this press release, except as required by law. The expectations, estimates, and projections of the businesses of Vita and the Company may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to the execution and delivery of a definitive agreement with respect to the proposed business combination, expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Vita and the Company and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set forth in the letter of intent; (2) the outcome of any legal proceeding that is ongoing or may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Vita and the Company or other conditions to closing; (4) the inability to obtain or maintain the listing of the post-acquisition company’s securities on the Nasdaq Stock Market LLC, the New York Stock Exchange, or another national securities exchange following the proposed business combination; (5) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; and (9) risks related to Vita’s business; (10) the “Risk Factors” sections of the most recent Annual Report on Form 10-K filed with the SEC by the Company; other risks and uncertainties included in documents filed or to be filed with the SEC by Vita and the Company. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Vita and the Company do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vita’s or the Company’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vita’s or the Company’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vita or the Company will, or are likely to, generate going forward.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This Current Report on Form 8-K and the exhibit hereto shall also not constitute an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed business combinations or otherwise, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TAVIA ACQUISITION CORP.
	By:	/s/ Kanat Mynzhanov
	Name:	Kanat Mynzhanov
	Title:	Chief Executive Officer

Date: July 13, 2026

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