Tavia Acquisition (TAVI) issues $300,000 non-interest note to IPO underwriter

Rhea-AI Filing Summary

Tavia Acquisition Corp. entered into a new financing arrangement by issuing a non-interest-bearing promissory note to EarlyBirdCapital, Inc. for up to $300,000. This note provides short-term funding to support the company while it seeks a business combination.

All amounts under the note become due on the earlier of completing a business combination or liquidating the IPO trust account. Any repayment can only come from funds held outside the trust; if those funds are insufficient, the note will not be repaid.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 2, 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 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 1.01. Entry into a Material Definitive Agreement.

On February 2, 2026, Tavia Acquisition Corp (“we,” “us” or the “Company”) issued a promissory note (the “Promissory Note”) to EarlyBirdCapital, Inc. (the “Lender”), the representative of the underwriters of our initial public offering (the “IPO”). Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of the consummation of a business combination, or the liquidation of the trust account established in connection with our IPO, if a business combination is not consummated. If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which we have placed the proceeds of the IPO to repay the Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the Promissory Note will not be repaid. The foregoing description of the Promissory Note is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note dated February 2, 2026 made by Tavia Acquisition Corp to the order of EarlyBirdCapital, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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: February 3, 2026

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FAQ

What material agreement did Tavia Acquisition Corp. (TAVI) enter on February 2, 2026?

Tavia Acquisition Corp. issued a promissory note to EarlyBirdCapital, Inc. on February 2, 2026. The note allows the company to borrow up to $300,000 to support its activities while it pursues a business combination.

What are the key terms of Tavia Acquisition Corp.’s new $300,000 promissory note?

The promissory note is non-interest bearing and permits borrowing up to $300,000. All outstanding amounts are due on the earlier of completing a business combination or liquidating the IPO trust account established in connection with Tavia Acquisition Corp.’s offering.

When must Tavia Acquisition Corp. repay the EarlyBirdCapital promissory note?

The company must repay all outstanding amounts on the earlier of consummating a business combination or liquidating the IPO trust account. This links repayment timing directly to whether Tavia Acquisition Corp. successfully completes a transaction or winds down.

From what sources can Tavia Acquisition Corp. repay the $300,000 promissory note?

Repayment may only come from funds held outside the IPO trust account. No proceeds from the trust account can be used, and if available outside funds are insufficient, the promissory note will not be repaid to EarlyBirdCapital.

Who is the lender under Tavia Acquisition Corp.’s new promissory note?

The lender is EarlyBirdCapital, Inc., which served as representative of the underwriters in Tavia Acquisition Corp.’s initial public offering. EarlyBirdCapital agreed through this note to provide up to $300,000 in non-interest-bearing financing.