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Tavia Acquisition: Fog Cutter holds 2.49M shares

The reported ordinary-share count includes shares underlying Private Units, while each Private Right converts upon completion of an initial business combination.

(High)

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Form Type
3

Rhea-AI Filing Summary

Tavia Acquisition Corp. reports Fog Cutter Holdings, LLC, a ten percent owner, with direct holdings dated October 1, 2026, of 2,492,440 ordinary shares and 24,910 Private Rights. The ordinary-share amount includes 2,243,333 Ordinary Shares and 249,107 Ordinary Shares underlying Private Units; each Private Unit consists of one Ordinary Share and one Private Right. Under the Rights Agreement, each Private Right automatically converts into one-tenth of one Ordinary Share upon completion of Tavia Acquisition Corp.’s initial business combination.

Insights

Analyzing...

Insider Fog Cutter Holdings, LLC
Role 10% Owner
Type Security Shares Price Value
holding Private Rights F2 -- -- --
holding Ordinary Shares F1 -- -- --
Holdings After Transaction: Private Rights — 24,910 contracts (Direct); Ordinary Shares — 2,492,440 shares (Direct)
Footnotes (2)
  1. F1. Includes 2,243,333 Ordinary Shares and 249,107 Ordinary Shares underlying Private Units, with each Private Unit consisting of one Ordinary Share and one Private Right.
  2. F2. As described in a Rights Agreement, dated December 3, 2024, between the Issuer and Continental Stock Transfer & Trust Company, each Private Right will automatically convert into one-tenth (1/10) of one Ordinary Share of the Issuer upon the completion of the Issuer's initial business combination.
Ordinary shares held directly 2,492,440 ordinary shares Reported as of October 1, 2026
Private Rights held directly 24,910 Private Rights Reported as of October 1, 2026
Ordinary Shares 2,243,333 Ordinary Shares Included in the reported ordinary-share amount
Ordinary Shares underlying Private Units 249,107 Ordinary Shares Included in the reported ordinary-share amount
Private Right conversion One-tenth of one Ordinary Share per Private Right Upon completion of the initial business combination
Private Rights financial
"each Private Right will automatically convert"
Private Units financial
"each Private Unit consisting of one Ordinary Share"
Rights Agreement financial
"As described in a Rights Agreement"
A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.
initial business combination financial
"upon the completion of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many TAVI ordinary shares does Fog Cutter Holdings report?

Fog Cutter Holdings, LLC reported 2,492,440 directly held ordinary shares as of October 1, 2026. The amount includes 2,243,333 Ordinary Shares and 249,107 Ordinary Shares underlying Private Units; each Private Unit consists of one Ordinary Share and one Private Right.

What do TAVI Private Rights convert into?

Each Private Right automatically converts into one-tenth of one Ordinary Share upon completion of Tavia Acquisition Corp.’s initial business combination. The Rights Agreement is dated December 3, 2024, and is between Tavia Acquisition Corp. and Continental Stock Transfer & Trust Company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Fog Cutter Holdings, LLC

(Last)(First)(Middle)
9606 SANTA MONICA BLVD., SUITE 200

(Street)
BEVERLY HILLS CALIFORNIA 90210

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2026
3. Issuer Name and Ticker or Trading Symbol
Tavia Acquisition Corp. [ TAVI ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares2,492,440(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Private Rights (2) (2)Ordinary Shares24,910$0D
Explanation of Responses:
1. Includes 2,243,333 Ordinary Shares and 249,107 Ordinary Shares underlying Private Units, with each Private Unit consisting of one Ordinary Share and one Private Right.
2. As described in a Rights Agreement, dated December 3, 2024, between the Issuer and Continental Stock Transfer & Trust Company, each Private Right will automatically convert into one-tenth (1/10) of one Ordinary Share of the Issuer upon the completion of the Issuer's initial business combination.
/s/ Andrew Wiederhorn10/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)

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