Tavia Acquisition sponsor sells 2.49M shares

Fog Cutter Holdings LLC became Tavia Acquisition Corp.’s sponsor, while Tavia Sponsor Pte. Ltd. retained 1,500,000 ordinary shares.

Rhea-AI Filing Summary

Tavia Acquisition Corp. (TAVI) reported that Tavia Sponsor Pte. Ltd. sold 2,492,440 ordinary shares and 249,107 Private Rights to Fog Cutter Holdings LLC in a sponsor handover that closed October 1, 2026. Fog Cutter became Tavia’s sponsor, while Tavia Sponsor retained 1,500,000 ordinary shares. Each Private Right provides for one-tenth of one ordinary share upon completion of Tavia’s initial business combination. Kanat Mynzhanov, a ten-percent owner of Tavia and controlling shareholder of Tavia Sponsor, held voting and investment discretion over the securities and disclaimed beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 2,741,547 shares

Net Sell 2 txns

Insider Mynzhanov Kanat

Role 10% Owner

Sold 2,741,547 shs

Type	Security	Shares	Price	Value
Sale	Private Rights F4, F1, F2, F3	249,107	--	--
Sale	Ordinary Shares F1, F2, F3	2,492,440	--	--

Holdings After Transaction: Private Rights — 0 contracts (Indirect, See footnote); Ordinary Shares — 1,500,000 shares (Indirect, See footnote)

Footnotes (4)

1. F1. On September 29, 2026, Fog Cutter Holdings LLC, a Delaware limited liability company (the "New Sponsor"), Tavia Acquisition Corp. (the "Issuer") and Tavia Sponsor Pte. Ltd., a Singapore company (the "Sponsor"), entered into a Purchase and Sponsor Handover Agreement (the "Purchase Agreement"), pursuant to which the New Sponsor agreed to purchase from the Sponsor an aggregate of (i) 2,243,333 ordinary shares, par value $0.0001 per share, of the Issuer ("Ordinary Shares") and (ii) 249,107 private placement units of the Issuer, each consisting of one Ordinary Share and one right entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the completion of the Issuer's initial business combination ("Private Rights"), and further agreed to assume certain responsibilities of the Sponsor with respect to the Issuer, as a result of which the New Sponsor would become the sponsor of the Issuer (the "Transaction").
2. F2. The Purchase Agreement and the Transaction were approved by the Board of Directors of the Issuer on September 29, 2026. On October 1, 2026, the closing of the Transaction occurred and the New Sponsor became the sponsor of the Issuer, in each case as more fully described in the Issuer's Current Report on Form 8-K (File No. 001-42430) filed with the U.S. Securities and Exchange Commission on October 2, 2026. Following the Transaction, the Sponsor continues to hold 1,500,000 Ordinary Shares (the "Retained Shares").
3. F3. The Sponsor was the record holder of each of the reported securities prior to the Transaction and, following the Transaction, continues to be the record holder of the Retained Shares. Kanat Mynzhanov is the controlling shareholder of the Sponsor and holds voting and investment discretion with respect to the securities held by the Sponsor. Mr. Mynzhanov disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
4. F4. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-280275) under the heading "Description of Securities", each holder of a Private Right will automatically receive one-tenth (1/10) of one Ordinary Share upon consummation of the Issuer's initial business combination, or if the Issuer is not the surviving company in such business combination, each holder of a Private Right will receive one-tenth (1/10) of one Ordinary Share upon affirmative conversion of such right by such holder in connection with the consummation of such business combination. Private Rights have no expiration date.

Key Figures

Ordinary shares sold: 2,492,440 ordinary shares Private Rights sold: 249,107 Private Rights Ordinary shares retained: 1,500,000 ordinary shares +1 more

4 metrics

Ordinary shares sold 2,492,440 ordinary shares Tavia Sponsor Pte. Ltd.’s sale on October 1, 2026

Private Rights sold 249,107 Private Rights Tavia Sponsor Pte. Ltd.’s sale on October 1, 2026

Ordinary shares retained 1,500,000 ordinary shares Held by Tavia Sponsor Pte. Ltd. following the transaction

Private Rights following transaction 0 Private Rights Reported position following the October 1, 2026 transaction

Key Terms

Private Rights, initial business combination, Purchase and Sponsor Handover Agreement, pecuniary interest

4 terms

Private Rights financial

"("Private Rights")"

initial business combination financial

"upon consummation 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.

Purchase and Sponsor Handover Agreement financial

"entered into a Purchase and Sponsor Handover Agreement"

pecuniary interest regulatory

"except to the extent of his pecuniary interest therein"

FAQ

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

How many TAVI ordinary shares and Private Rights were transferred?

Tavia Sponsor Pte. Ltd. sold 2,492,440 ordinary shares and 249,107 Private Rights to Fog Cutter Holdings LLC in the transaction that closed October 1, 2026.

What does each TAVI Private Right entitle its holder to receive?

Each Private Right entitles its holder to receive one-tenth of one ordinary share upon completion of Tavia Acquisition Corp.’s initial business combination. If Tavia is not the surviving company, the holder may affirmatively convert the right in connection with completion to receive one-tenth of one ordinary share.

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

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Available on EDGAR 10/23/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:31 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mynzhanov Kanat

(Last) (First) (Middle)

C/O TAVIA ACQUISITION CORP.

850 LIBRARY AVENUE, SUITE 204

(Street)

NEWARK DELAWARE 19711

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tavia Acquisition Corp. [ TAVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	10/01/2026		S(1)(2)		2,492,440	D	(1)(2)	1,500,000	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Rights	(4)	10/01/2026		S(1)(2)			249,107	(4)	(4)	Ordinary Shares	24,910	(1)(2)	0	I	See footnote(3)

Explanation of Responses:

1. On September 29, 2026, Fog Cutter Holdings LLC, a Delaware limited liability company (the "New Sponsor"), Tavia Acquisition Corp. (the "Issuer") and Tavia Sponsor Pte. Ltd., a Singapore company (the "Sponsor"), entered into a Purchase and Sponsor Handover Agreement (the "Purchase Agreement"), pursuant to which the New Sponsor agreed to purchase from the Sponsor an aggregate of (i) 2,243,333 ordinary shares, par value $0.0001 per share, of the Issuer ("Ordinary Shares") and (ii) 249,107 private placement units of the Issuer, each consisting of one Ordinary Share and one right entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the completion of the Issuer's initial business combination ("Private Rights"), and further agreed to assume certain responsibilities of the Sponsor with respect to the Issuer, as a result of which the New Sponsor would become the sponsor of the Issuer (the "Transaction").

2. The Purchase Agreement and the Transaction were approved by the Board of Directors of the Issuer on September 29, 2026. On October 1, 2026, the closing of the Transaction occurred and the New Sponsor became the sponsor of the Issuer, in each case as more fully described in the Issuer's Current Report on Form 8-K (File No. 001-42430) filed with the U.S. Securities and Exchange Commission on October 2, 2026. Following the Transaction, the Sponsor continues to hold 1,500,000 Ordinary Shares (the "Retained Shares").

3. The Sponsor was the record holder of each of the reported securities prior to the Transaction and, following the Transaction, continues to be the record holder of the Retained Shares. Kanat Mynzhanov is the controlling shareholder of the Sponsor and holds voting and investment discretion with respect to the securities held by the Sponsor. Mr. Mynzhanov disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-280275) under the heading "Description of Securities", each holder of a Private Right will automatically receive one-tenth (1/10) of one Ordinary Share upon consummation of the Issuer's initial business combination, or if the Issuer is not the surviving company in such business combination, each holder of a Private Right will receive one-tenth (1/10) of one Ordinary Share upon affirmative conversion of such right by such holder in connection with the consummation of such business combination. Private Rights have no expiration date.

	/s/ Jason T. Simon, Attorney-in-Fact	10/23/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)