Tavia Acquisition sponsor sells 2.49M shares

The purchase agreement covered 2,243,333 Ordinary Shares, 249,107 private placement units, and certain sponsor responsibilities.

Rhea-AI Filing Summary

Tavia Acquisition Corp. (TAVI) sponsor and 10% owner, Tavia Sponsor Pte. Ltd., reported sales to Fog Cutter Holdings LLC that closed October 1, 2026: 2,492,440 Ordinary Shares and 249,107 Private Rights. After closing, Tavia Sponsor Pte. Ltd. continued to hold 1,500,000 Ordinary Shares, and Fog Cutter became the sponsor. No Rule 10b5-1 plan is reported. Kanat Mynzhanov, the Sponsor's controlling shareholder, holds voting and investment discretion over its securities and disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 2,741,547 shares

Net Sell 2 txns

Insider Tavia Sponsor Pte. Ltd.

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 (Direct); Ordinary Shares — 1,500,000 shares (Direct)

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 shares Private Rights sold: 249,107 rights Ordinary Shares retained: 1,500,000 shares +1 more

4 metrics

Ordinary Shares sold 2,492,440 shares Transaction closed October 1, 2026

Private Rights sold 249,107 rights Transaction closed October 1, 2026

Ordinary Shares retained 1,500,000 shares Tavia Sponsor Pte. Ltd. following the transaction

Ordinary Shares covered by purchase agreement 2,243,333 shares Purchase and Sponsor Handover Agreement

Key Terms

Private Rights, initial business combination, pecuniary interest

3 terms

Private Rights financial

"each holder of a Private Right will automatically receive one-tenth (1/10)"

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.

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 shares did Tavia Sponsor Pte. Ltd. sell in TAVI?

Tavia Sponsor Pte. Ltd. reported sales of 2,492,440 Ordinary Shares and 249,107 Private Rights on October 1, 2026. It continued to hold 1,500,000 Ordinary Shares after closing.

What did Fog Cutter Holdings LLC agree to in TAVI's sponsor handover?

Fog Cutter Holdings LLC agreed to purchase 2,243,333 Ordinary Shares and 249,107 private placement units. Each unit consisted of one Ordinary Share and one right. Fog Cutter also agreed to assume certain responsibilities of Tavia Sponsor Pte. Ltd. with respect to Tavia Acquisition Corp. and became the issuer's sponsor when the transaction closed.

How do TAVI Private Rights convert?

A holder of a Private Right automatically receives one-tenth of one Ordinary Share upon consummation of Tavia Acquisition Corp.'s initial business combination. If the issuer is not the surviving company, a holder receives that share upon affirmative conversion of the right in connection with consummation of the business combination.

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

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Available on EDGAR 10/23/2026 - 04:32 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^*

Tavia Sponsor Pte. Ltd.

(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	D(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	D(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)