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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):
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.
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) |
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
Exhibit 99.1
Tavia Acquisition Corp. and Vita Inclinata Technologies Sign Letter
of Intent to go public on NASDAQ
London, United Kingdom, July 13, 2026 (GLOBE NEWSWIRE) -- Tavia Acquisition Corp. (Nasdaq: TAVI) (“Tavia”) and Vita Inclinata Technologies, Inc.
(“Vita”) today announced they have signed a Letter of Intent (“LOI”) for a business combination that would
result in Vita becoming a publicly traded company through a de-SPAC.
The proposed transaction values Vita at a pre-money enterprise value
of $450 million, assuming Vita successfully completes its pending strategic acquisition within the defense and industrials market. The
announcement reflects Vita’s continued momentum and represents an important step in the company’s evolution as it prepares for its next
phase of growth.
In connection with executing the LOI, Tavia and Vita are engaged in
a series of initial non-binding investment indications of from institutional investors and certain strategic partners. Firm commitments
from those investors, as well as any other investors, would be announced concurrently with the signing of a definitive agreement.
Tavia expects to announce additional details regarding the proposed
business combination when a definitive agreement is executed, which is expected within the next thirty days and with a closing anticipated
in the fourth quarter of 2026.
Caleb Carr, Chief Executive Officer of Vita Inclinata Technologies,
said:
“This is an important step for Vita and reflects the progress
our team has made in building a differentiated business. We believe access to the public markets will strengthen our ability to invest
in innovation, expand our portfolio of products and solutions, pursue new opportunities, and create long-term value for our customers
and shareholders.”
Kanat Mynzhanov, Chief Executive Officer / Chairman of Tavia Acquisition
Corp., said:
“Vita has built a distinctive business with innovative products,
disciplined execution, and a compelling vision for the future. We believe the company is well positioned for its next stage of growth,
and we look forward to advancing this opportunity together.”
About Vita Inclinata Technologies
Vita Inclinata Technologies develops innovative products and solutions
designed to improve safety, precision, and operational performance in demanding environments. Through engineering expertise, operational
excellence, and a customer-focused approach, the company continues to expand its portfolio while delivering meaningful value to customers.
About Tavia Acquisition Corp.
Tavia Acquisition Corp. (Nasdaq: TAVI) is a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.
Letter of Intent
The LOI is non-binding and subject to the execution of definitive agreements,
completion of due diligence, required approvals and customary closing conditions. No assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently
contemplated, or at all.
Exclusivity
The parties have agreed to a 45-day exclusivity period to undertake
due diligence and negotiate a definitive Business Combination Agreement.
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, is acting as lead financial advisor and capital markets advisor to Tavia and EarlyBirdCapital is acting as capital markets
advisor to Tavia. Greenberg Traurig LLP is serving as legal counsel to Vita. Reed Smith LLP is serving as legal counsel to Tavia.
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 Tavia will prepare a registration statement, including a proxy statement/prospectus,
to be filed with the U.S. Securities and Exchange Commission (“SEC”). The proxy statement/prospectus will be mailed to Tavia’s
shareholders. Tavia 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 Tavia’s filings 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 transactions described herein. The proxy statement statement/prospectus,
once available, can be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in the Solicitation
Vita and Tavia 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 Tavia’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 Tavia’s directors and officers in Tavia’s SEC filings. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies to Tavia’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 Tavia’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.
Forward-Looking Statements
This press release contains certain statements that are not historical
facts and are forward-looking statements within the meaning of the federal securities laws with respect to the potential business combination
between Tavia and Vita. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “seeks,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence
of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These factors include, but are not limited to, whether a definitive
agreement for the proposed business combination transaction will be entered into; whether such business combination transaction, or any
other contemplated transaction, may be completed with different terms, in an untimely manner, or not at all; whether the parties will
be able to realize the benefits of the proposed business combination transaction described herein; market and other conditions. The parties
do not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in
Tavia’s Annual Report on Form 10-K and periodic reports filed with the SEC. All of Tavia’s forward-looking statements are expressly qualified
by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof, and the
parties assume no obligation to update or revise these statements unless otherwise required by law.
No Offer or Solicitation
This press release is not a solicitation of a proxy, consent, or authorization
with respect to any securities or in respect of the potential business combination and will not constitute an offer to sell or the solicitation
of an offer to buy or exchange any securities, nor will 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.
Contact Information:
info@tavia.co
