UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-42430
Tavia Acquisition Corp.
(Exact Name of Registrant as Specified
in Its Charter)
| Cayman Islands | | N/A |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Not Applicable
(Address of principal executive offices)
(212) 506-6298
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class: | | Trading Symbol: | | 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 |
Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2of the Exchange Act.
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | | 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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule12b-2of the Exchange Act). Yes ☒ No ☐
As of August 14, 2025, there
were 15,920,833 ordinary shares, $0.0001 par value, issued and outstanding.
TAVIA ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30,
2025
TABLE OF CONTENTS
| |
Page |
| Part I. Financial Information |
|
1 |
| Item 1. Financial Statements |
|
1 |
| Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 |
|
1 |
| Condensed Statements of Operations For the Three and Six Months ended June 30, 2025 and For the Three Months ended and For the Period from March 7, 2024 (inception) through June 30, 2024 (Unaudited) |
|
2 |
| Condensed
Statements of Changes in Shareholders’ Equity (Deficit) For the Three and Six Months ended June 30, 2025 and For the Three
Months ended and For the Period from March 7, 2024 (inception) through June 30, 2024 (Unaudited) |
|
3 |
| Condensed
Statements of Cash Flows For the Six Months Ended June 30, 2025 and For the Period from March 7, 2024 (inception) through June 30,
2024 (Unaudited) |
|
4 |
| Notes
to Condensed Financial Statements (Unaudited) |
|
5 |
| Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
18 |
| Item
3. Quantitative and Qualitative Disclosures Regarding Market Risk |
|
21 |
| Item
4. Controls and Procedures |
|
21 |
| Part
II. Other Information |
|
22 |
| Item
1. Legal Proceedings |
|
22 |
| Item
1A. Risk Factors |
|
22 |
| Item
2. Unregistered Sales of Equity Securities and Use of Proceeds |
|
22 |
| Item
3. Defaults Upon Senior Securities |
|
22 |
| Item
4. Mine Safety Disclosures |
|
22 |
| Item
5. Other Information |
|
22 |
| Item
6. Exhibits |
|
23 |
| Part
III. Signatures |
|
24 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
TAVIA ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| | |
June 30, | | |
| |
| | |
2025 | | |
December 31, | |
| | |
(Unaudited) | | |
2024 | |
| ASSETS | |
| | |
| |
| Current assets | |
| | |
| |
| Cash | |
$ | 471,826 | | |
$ | 913,659 | |
| Prepaid expenses | |
| 117,029 | | |
| 44,059 | |
| Total current assets | |
| 588,855 | | |
| 957,718 | |
| Marketable securities held in Trust
Account | |
| 118,363,928 | | |
| 115,926,937 | |
| TOTAL ASSETS | |
$ | 118,952,783 | | |
$ | 116,884,655 | |
| | |
| | | |
| | |
| Liabilities, Ordinary Shares Subject to
Possible Redemption, and Shareholders’ (Deficit) Equity | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accrued offering costs | |
$ | 75,000 | | |
$ | 85,000 | |
| Accrued expenses | |
| 530,445 | | |
| 72,448 | |
| Advances from related party | |
| 131,684 | | |
| 131,684 | |
| Promissory note – related party | |
| 500,000 | | |
| 500,000 | |
| TOTAL LIABILITIES | |
| 1,237,129 | | |
| 789,132 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES (Note 6) | |
| | | |
| | |
| Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $10.29 and $10.06 per share as of June 30, 2025 and December 31, 2024, respectively | |
| 118,363,928 | | |
| 115,685,866 | |
| | |
| | | |
| | |
| SHAREHOLDERS’ (DEFICIT) EQUITY | |
| | | |
| | |
| Preferred shares, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
| Ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of June 30, 2025 and December 31, 2024 | |
| 442 | | |
| 442 | |
| Additional paid-in capital | |
| — | | |
| 329,697 | |
| Retained earnings (accumulated deficit) | |
| (648,716 | ) | |
| 79,518 | |
| TOTAL SHAREHOLDERS’
(DEFICIT) EQUITY | |
| (648,274 | ) | |
| 409,657 | |
| TOTAL LIABILITIES
AND SHAREHOLDERS’ (DEFICIT) EQUITY | |
$ | 118,952,783 | | |
$ | 116,884,655 | |
The accompanying notes are an integral part
of the unaudited condensed financial statements.
TAVIA ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
For the Three Months Ended
June 30, | | |
For the
Six Months Ended
June 30, | | |
For
the Period from
March 7, 2024 (inception)
through June
30, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| General and administrative
costs | |
$ | 575,469 | | |
$ | 44,679 | | |
$ | 816,860 | | |
$ | 85,220 | |
| Loss from operations | |
| (575,469 | ) | |
| (44,679 | ) | |
| (816,860 | ) | |
| (85,220 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income: | |
| | | |
| | | |
| | | |
| | |
| Interest earned on marketable securities
held in Trust Account | |
| 1,221,289 | | |
| — | | |
| 2,436,991 | | |
| — | |
| Total other income | |
| 1,221,289 | | |
| — | | |
| 2,436,991 | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
$ | 645,820 | | |
$ | (44,679 | ) | |
$ | 1,620,131 | | |
$ | (85,220 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares
outstanding of redeemable ordinary shares | |
| 11,500,000 | | |
| 4,575,000 | | |
| 11,500,000 | | |
| 4,575,000 | |
| Basic and diluted net income per redeemable
ordinary share | |
$ | 0.04 | | |
$ | (0.01 | ) | |
$ | 0.10 | | |
$ | (0.02 | ) |
| Basic and diluted weighted average shares
outstanding of non-redeemable ordinary shares | |
| 4,420,833 | | |
| | | |
| 4,420,833 | | |
| | |
| Basic and diluted net income (loss) per
non-redeemable ordinary share | |
$ | 0.04 | | |
$ | | | |
$ | 0.10 | | |
$ | | |
The accompanying notes are an integral part
of the unaudited condensed financial statements.
TAVIA ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE
30, 2025
| | |
Ordinary Shares | | |
Additional Paid-in | | |
Retained Earnings (Accumulated | | |
Total Shareholders’ Equity | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit) | | |
(Deficit) | |
| Balance – January 1, 2025 | |
| 4,420,833 | | |
$ | 442 | | |
$ | 329,697 | | |
$ | 79,518 | | |
$ | 409,657 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accretion for ordinary shares to redemption amount | |
| — | | |
| — | | |
| (329,697 | ) | |
| (1,127,076 | ) | |
| (1,456,773 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| — | | |
| — | | |
| — | | |
| 974,311 | | |
| 974,311 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance – March 31, 2025 (Unaudited) | |
| 4,420,833 | | |
| 442 | | |
| — | | |
| (73,247 | ) | |
| (72,805 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accretion for ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| (1,221,289 | ) | |
| (1,221,289 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| — | | |
| — | | |
| — | | |
| 645,820 | | |
| 645,820 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance – June 30, 2025 (Unaudited) | |
| 4,420,833 | | |
$ | 442 | | |
$ | — | | |
$ | (648,716 | ) | |
$ | (648,274 | ) |
FOR THE PERIOD FROM MARCH 7, 2024 (INCEPTION)
THROUGH JUNE 30, 2024
| | |
Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
| Balance on March 7, 2024 (inception) | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of Class A ordinary shares to Sponsor | |
| 5,031,250 | | |
| 503 | | |
| 24,497 | | |
| — | | |
| 25,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of Class A ordinary shares to underwriters | |
| 200,000 | | |
| 20 | | |
| 721,980 | | |
| — | | |
| 722,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| (40,541 | ) | |
| (40,541 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of March 31, 2024 (Unaudited) | |
| 5,231,250 | | |
| 523 | | |
| 746,477 | | |
| (40,541 | ) | |
| 706,459 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| (44,679 | ) | |
| (44,679 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of June 30, 2024 (Unaudited) | |
| 5,231,250 | | |
$ | 523 | | |
$ | 746,477 | | |
$ | (85,220 | ) | |
$ | 661,780 | |
The accompanying notes are an integral part
of the unaudited condensed financial statements.
TAVIA ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | |
For the
Six Months Ended
June 30, | | |
For the Period from March 7, 2024 (Inception) Through
June 30, | |
| | |
2025 | | |
2024 | |
| Cash Flows from Operating Activities: | |
| | |
| |
| Net income (loss) | |
$ | 1,620,131 | | |
$ | (85,220 | ) |
| Adjustments to reconcile net income (loss) to net cash used
in operating activities: | |
| | | |
| | |
| Payment of formation costs through issuance of ordinary shares | |
| — | | |
| 5,000 | |
| Payment of formation costs through issuance of the promissory
note – related party | |
| — | | |
| 3,027 | |
| Operating costs paid through promissory note – related
party | |
| — | | |
| 61,099 | |
| Interest earned on marketable securities held in Trust Account | |
| (2,436,991 | ) | |
| — | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses | |
| (72,970 | ) | |
| — | |
| Accrued expenses | |
| 457,997 | | |
| 16,094 | |
| Net cash used in
operating activities | |
| (431,833 | ) | |
| — | |
| | |
| | | |
| | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Payment of offering costs | |
| (10,000 | ) | |
| — | |
| Net cash used in
financing activities | |
| (10,000 | ) | |
| — | |
| | |
| | | |
| | |
| Net Change in Cash | |
| (441,833 | ) | |
| — | |
| Cash – Beginning of period | |
| 913,659 | | |
| — | |
| Cash – End of period | |
$ | 471,826 | | |
$ | — | |
| | |
| | | |
| | |
| Non-Cash investing and financing activities: | |
| | | |
| | |
| Deferred offering costs included in
accrued offering costs | |
$ | — | | |
$ | 101,370 | |
| Deferred offering costs paid by Sponsor
in exchange for issuance of ordinary shares | |
$ | — | | |
$ | 20,000 | |
| Deferred offering costs paid through
promissory note – related party | |
$ | — | | |
$ | 155,438 | |
| Fair value of EBC Founder Shares charged
to deferred offering costs and other assets | |
$ | — | | |
$ | 722,000 | |
The accompanying notes are an integral part
of the unaudited condensed financial statements.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS
Tavia Acquisition Corp.
(the “Company”) was incorporated in the Cayman Islands on March 7, 2024. The Company was formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses
(the “Business Combination”).
The Company is not limited
to a particular industry or sector for purposes of consummating a Business Combination, although the Company intends to primarily direct
its attention on target businesses in North America and Europe focused on energy transition, the circular economy and food technologies.
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.
As of June 30, 2025, the
Company had not commenced any operations. All activity for the period from March 7, 2024 (inception) through June 30, 2025 relates
to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and, after
the Initial Public Offering, identifying a target company for a Business Combination and subsequent to the Initial Public Offering, identifying
a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived
from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement
for the Company’s Initial Public Offering was declared effective on December 3, 2024. On December 5, 2024, the Company consummated
the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units
being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 350,000 private placement units (each, a “Private Placement
Unit”) at a price of $10.00 per Private Placement Unit in a private placement to Tavia Sponsor PTE. LTD., a company incorporated
in Singapore (“Sponsor”), and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering
(“EBC”), generating gross proceeds of $3,500,000. On December 9, 2024, the underwriters notified the Company of their exercise
of the over-allotment option in full and purchased 1,500,000 additional units at $10.00 per unit upon the closing of the over-allotment
option, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option on December 11, 2024,
the Company consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of
$10.00 per unit, generating gross proceeds of $375,000. After giving effect to the exercise of the over-allotment option, an aggregate
of 11,500,000 Units have been issued in the Initial Public Offering and the over-allotment at an aggregate offering price of $115,000,000,
and an aggregate amount of $115,575,000 ($10.05 per unit) from the net proceeds of the sale of the public units (“Public Units”),
and a portion of the net proceeds from the sale of the private placement units, was placed in a trust account (the “Trust Account”)
established for the benefit of the Company’s Public Shareholders (as defined below), with Continental Stock Transfer & Trust
Company acting as trustee.
Transaction costs amounted
to $3,605,995, consisting of $2,300,000 of cash underwriting fee and $1,305,995 of other offering costs.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the
Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The share exchange listing rules require that the Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding income interest earned on the
Trust Account and released to the Company to pay taxes). The Company will only complete a Business Combination if the post-Business Combination
company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling
interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to
successfully effect a Business Combination.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Following the closing of
the Initial Public Offering on December 5, 2024, an amount of $100,500,000 ($10.05 per Unit) from the net proceeds of the sale of the
Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account, and will be held
in cash, including in demand deposit accounts at a bank, or invested in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
The Company will disclose in each quarterly and annual report filed with the SEC prior to a Business Combination whether the proceeds
deposited in the Trust Account are invested in U.S. government treasury obligations or money market funds or a combination thereof
or as cash or cash items, including in demand deposit accounts. Additionally, when the Company determines (based on its management team’s
ongoing assessment of all factors related to the potential status under the Investment Company Act) to hold the funds in the Trust Account
as cash or in demand deposit accounts at a bank, the amount of interest received would likely be less.
The Company will provide
the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion
of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by
means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely at its discretion. The Public Shareholders will
be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption were recorded
at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder
approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution
under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who
attend and vote at a general meeting of the Company, or such other vote as required by law or share exchange rule. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval
in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the underlying
ordinary shares of the Private Placement Units (“Private Shares”) and, subject to applicable securities laws, any Public
Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public
Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against
a proposed Business Combination.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a “group,” as defined under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor and EBC have
agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares
and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights
with respect to their Founder shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment
to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide
for the redemption of the public shares in connection with a Business Combination or to redeem 100% of the public shares if the Company
does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect
to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (c) to waive their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares
held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering.
If the Company submits the Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and
directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject to applicable
securities laws, any public shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated
transactions) in favor of a Business Combination.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The Company will have until
18 months from the closing of the Initial Public Offering, or June 5, 2026, to consummate a Business Combination (the “Combination
Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account (including interest earned on the funds held in the Trust Account) (less up to $100,000 of interest to pay liquidation
and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public
Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor has agreed to
waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company
fails to complete a Business Combination within the Combination Period. However, if the Sponsors or any of its respective affiliates
acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to
complete a Business Combination within the Combination Period.
In order to protect the
amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a
third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to
the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the
amount of funds in the Trust Account to below the lesser of (1) $10.05 per Public Share and (2) such lesser amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply to any claims by a third
party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable
against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.
Going Concern and Liquidity
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic
205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s
liquidity condition and due to the mandatory liquidation, should a business combination not occur by June 5, 2026, and potential subsequent
dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to
the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.
As of June 30, 2025, the
Company had operating cash of $471,826 and working capital deficit of $648,274. The Company intends to use the funds held outside the
Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of
Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented.
The accompanying unaudited
condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2024
as filed with the SEC on March 31, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily
indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $471,826
and $913,659 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Marketable Securities Held in Trust Account
As of June 30, 2025 and
December 31, 2024, the assets held in the Trust Account, amounting to $118,363,928 and $115,926,937, respectively, were held in marketable
securities composed of U.S. treasury securities.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds
could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with
the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.”
Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into
its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
Public Shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Rights
and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated
to the Public Rights and Private Placement Units were charged to shareholders’ equity as Public Rights and Private Placement Units
after management’s evaluation were accounted for under equity treatment.
Income Taxes
The Company follows the
asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and
December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals,
or material deviation from its position.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income
taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
zero for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurements
The Company follows the
guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period,
and non-financial assets and liabilities that are measured and reported at fair value at least annually.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in
active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for
the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs
other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs
based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Derivative Financial Instruments
The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities
are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding
financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the
underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.
Share Rights
The Company accounts for
the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance
with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified
the rights under equity treatment at its assigned value.
The fair value of the rights
was determined using a discounted cash flow analysis that incorporates the probability-weighted payoff of the right, discounted over
the expected term to business combination. The weighting was based on consideration of other similar Special Purpose Acquisition Companies
with traded rights. The Public Rights (as defined below) have been classified within shareholders’ equity and will not require
remeasurement after issuance. The fair value of each right was determined to be $0.12, resulting in a total valuation of $1,200,000.
The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights as
of December 5, 2024, the date in which the Company consummated the Initial Public Offering:
| Traded price of Unit | |
$ | 9.99 | |
| Expected Term to De-SPAC (Years) | |
| 1.5 | |
| Probability of De-SPAC and Instrument-Specific Market Adjustment | |
| 12.0 | % |
| Risk-free rate | |
| 4.15 | % |
| Implied common stock price | |
$ | 9.88 | |
| Fair value per share right | |
$ | 0.12 | |
Net Income (Loss) Per Ordinary Share
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share
is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The remeasurement associated
with the redeemable ordinary shares is excluded from income (loss) per ordinary share as the redemption amount approximates fair value.
The calculation of
diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public
Offering, and (ii) the private placement units that convert into ordinary shares since the conversion of the rights into ordinary
shares is contingent upon the occurrence of future events. As of June 30, 2025, the Company did not have any dilutive securities or
other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the
Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods
presented.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The following table reflects
the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
| | |
For the Three Months Ended June 30, 2025 | | |
For the Six Months Ended
June 30, 2025 | |
| | |
Redeemable | | |
Non-redeemable | | |
Redeemable | | |
Non-redeemable | |
| | |
| | |
| | |
| | |
| |
| Numerator: | |
| | |
| | |
| | |
| |
| Allocation of net income | |
$ | 466,491 | | |
$ | 179,329 | | |
$ | 1,170,259 | | |
$ | 449,871 | |
| Denominator: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average
ordinary shares outstanding | |
| 11,500,000 | | |
| 4,420,833 | | |
| 11,500,000 | | |
| 4,420,833 | |
| Basic and diluted
net income per ordinary share | |
$ | 0.04 | | |
$ | 0.04 | | |
$ | 0.10 | | |
$ | 0.10 | |
| | |
For the
Three Months Ended
June 30, | | |
For the Period from March 7, 2024 (inception) through
June 30, | |
| | |
2024 | | |
2024 | |
| | |
Redeemable | | |
Redeemable | |
| | |
| | |
| |
| Numerator: | |
| | |
| |
| Allocation of net loss | |
$ | (44,679 | ) | |
$ | (85,220 | ) |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average
ordinary shares outstanding | |
| 4,575,000 | | |
| 4,575,000 | |
| Basic and diluted
net loss per ordinary share | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
Ordinary Shares Subject to Possible Redemption
The Public Shares contain
a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if
there is a shareholder vote or tender offer in connection with the Company’s Business Combination. In accordance with ASC 480-10-S99,
the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of
redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated equity. Accordingly,
as of June 30, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of
the shareholders’ equity (deficit) section of the Company’s balance sheets. As of June 30, 2025 and December 31, 2024, the
ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:
| Gross proceeds | |
$ | 115,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Rights | |
| (1,380,000 | ) |
| Ordinary shares issuance costs | |
| (3,520,662 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 5,586,528 | |
| Ordinary Shares subject to possible redemption, December 31, 2024 | |
| 115,685,866 | |
| Remeasurement of carrying value to redemption value | |
| 1,456,773 | |
| Ordinary Shares subject to possible redemption, March 31, 2025 | |
$ | 117,142,639 | |
| Remeasurement of carrying value to redemption value | |
| 1,221,289 | |
| Ordinary Shares subject to possible redemption, June 30, 2025 | |
$ | 118,363,928 | |
Recently Issued Accounting Pronouncements
Adopted During the Period
Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statements.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 3. INITIAL PUBLIC OFFERING
Public Units
Pursuant to the Initial
Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share
and one right (“Public Right”). Ten Public Rights will entitle the holder to one ordinary share.
On December 9, 2024, the
underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional Units at
$10.00 per Unit, which upon closing, generated gross proceeds of $15,000,000. The over-allotment option closed on December 11, 2024 simultaneously
with an additional Private Placement of $375,000.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the
closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 350,000 Private Placement Units (225,000 Private
Placement Units purchased by the Sponsor and 125,000 Private Placement Units purchased by EBC or its designees), at a price of $10.00
per Private Placement Units from the Company in a private placement, generating gross proceeds of $3,500,000. The proceeds from the sale
of the Private Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account. Additionally,
the over-allotment option closed on December 11, 2024 simultaneously with an additional Private Placement of $375,000.
If the Company does not
complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the
Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement
Units (including the Private Shares and rights) are identical to the Public Units (including the underlying Public Shares and Public
Rights) sold in the Initial Public Offering. The Sponsor and EBC have agreed not to transfer, assign or sell any of the Private Placement
Units or underlying shares (except to the same permitted transferees as the Founder Shares and provided the transferees agree to the
same terms and restrictions as the permitted transferees of the Founder Shares must agree to, each as described herein) until the completion
of the Business Combination.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares and EBC Founder Shares
On March 7, 2024, the
Sponsor made a capital contribution of $25,000, or approximately $0.005 per share, to cover certain of the Company’s expenses,
for which the Company issued 5,031,250 Founder Shares to the Sponsor. On July 30, 2024, the Sponsor transferred 150,000 Founder Shares
to three director nominees (50,000 shares each) for an aggregate amount of $750, or approximately $0.005 per share. Subsequently, on
October 24, 2024, the Sponsor and independent director nominees forfeited an aggregate of 1,197,917 Founder Shares for no consideration,
such that the Sponsor and independent directors own an aggregate of 3,833,333 Founder Shares (3,743,333 Founder Shares owned by the Sponsor
and 90,000 Founder Shares owned by the independent directors). All share and per share data has been retrospectively presented.
On March 7, 2024, the
Company issued to EBC 200,000 ordinary shares (“EBC Founder Shares”) for a purchase price of $0.005 per share and an aggregate
purchase price of $994. The Company estimated the fair value of the EBC Founder Shares to be $722,000 or $3.61 per share. Accordingly,
$721,006 (the total $722,000 fair value less $994 to be paid by EBC) has been recorded as an offering cost which was closed to additional
paid-in capital at the closing of the Initial Public Offering. The Company established the initial fair value for the EBC Founder Shares
on March 7, 2024, the date of the issuance, using a calculation prepared by management which takes into consideration the probability
of completion of the Initial Public Offering, an implied probability of the completion of a Business Combination and a Discount for Lack
of Marketability calculation. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable
inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.
The sale of the Founder Shares
to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).
Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair
value of the 150,000 shares granted to the Company’s director nominees was $619,500 or $4.13 per share. On October 24, 2024, the
director nominees surrendered 20,000 shares each, for no consideration. The fair value of the 90,000 shares granted to the Company’s
director (after the forfeiture) nominees was $371,700 or $4.13 per share. The Founder Shares were granted subject to a performance condition
(i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance
condition is probable of occurrence under the applicable accounting literature in this circumstance.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The Founder Shares and EBC
Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares
have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares and EBC Founder Shares are subject to
certain transfer restrictions, as described below; (ii) the initial shareholders and EBC have agreed (A) to waive their redemption
rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the Business Combination, (B) to
waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve
an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing of the obligation
to provide for the redemption of the Public Shares in connection with an Business Combination or to redeem 100% of the Public Shares
if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (b) with
respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (C) to
waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held
by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering;
and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights. If the Company submits the Business Combination
to the Public Shareholders for a vote, the initial shareholders have agreed (and their permitted transferees will agree) to vote any
Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated
transactions) in favor of the Business Combination.
The Sponsor has agreed,
subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months
after the completion of the Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction after the Business Combination that results in all the Public Shareholders having the right
to exchange their ordinary shares for cash, securities or other property.
Promissory Note — Related Party
On March 7, 2024, the Sponsor
issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which, as amended on July 24, 2024,
the Company may borrow up to an aggregate principal amount of $500,000. The Promissory Note is non-interest bearing and payable on the
earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering. As of June 30, 2025 and December
31, 2024, there was $500,000 outstanding under the Promissory Note.
Advances from Related Party
Advances from related party
represents excess private placement funding by the Sponsor to the Company that is not covered by the Promissory Note. As of June 30,
2025 and December 31, 2024, total advances from related party amounted to $131,684. These advances are due on demand.
Administration Fee
The Company entered into
an agreement with the Sponsor, commencing on December 3, 2024 through the earlier of the Company’s consummation of a Business Combination
and its liquidation, to pay an aggregate of $10,000 per month for certain utilities and administrative support services. As of June 30,
2025, the Company incurred and paid $60,000 of administrative services fees. As of December 31, 2024, the Company incurred $10,000 of
administrative services fees which was included in accrued expenses in the accompanying balance sheets.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder
Shares, EBC Founder Shares, Private Placement Units, working capital units (if any), and their underlying securities will be entitled
to registration rights pursuant to a registration rights agreement to be signed on the effective date of the Initial Public Offering.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities for resale. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for
resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the
underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were entitled
to a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate, which was paid at the closing of the Initial Public
Offering.
Business Combination Marketing Agreement
The Company has engaged
EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss
the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested
in purchasing its securities in connection with its Business Combination and assist with press releases and public filings in connection
with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of its Business Combination
in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. In addition, the Company will pay EBC a cash fee in
an amount equal to 1.0% of the total consideration payable in the Business Combination if it introduces the Company to the target business
with whom it completes an Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days
from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’
compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Risks and Uncertainties
The United States and
global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine
conflict, the recent escalation of the Israel-Hamas conflict as well as market uncertainty as a result of the enactment of new global
tariff policies by current United States administration. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty
Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom,
the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals
and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military
aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine
by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the
future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries
have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact
of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity
prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally,
any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity
in capital markets.
Any of the above-mentioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, as well as any trade wars
or political instability, could adversely affect the Company’s search for an Business Combination and any target business with
which the Company may ultimately consummate an Business Combination.
NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT)
Preference Shares — The
Company is authorized to issue 100,000,000 preferred shares with a par value of $0.0001 per share with such designations, voting and
other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2025 and December
31, 2024, there were no preference shares issued or outstanding.
Ordinary Shares — The
Company is authorized to issue 400,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares were entitled
to one vote for each share.
As of June 30, 2025 and
December 31, 2024, there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii) 200,000
EBC Founder Shares, (iii) 350,000 Private Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private Shares
issued at the closing of the over-allotment option, excluding 11,500,000 shares subject to possible redemption.
Holders of ordinary shares
of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended
and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock
exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted
on by the shareholders. Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the amended
and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of
association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the
election of directors. After completion of the Business Combination, the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.
Rights —
Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive
one-tenth (1/10) of one ordinary share upon consummation of the Business Combination. The Company will not issue fractional shares in
connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed
in accordance with the applicable provisions of Cayman Islands law. In the event the Company is not the surviving company upon completion
of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive
the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination. If the Company is unable
to complete the Business Combination within the required time period and the Company will redeem the public shares for the funds held
in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date.
The following table presents
information about the Company’s assets that are measured at fair value as of June 30, 2025 and December 31, 2024, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | |
Level | |
June 30, 2025 | |
| Marketable securities held in Trust Account | |
1 | |
$ | 118,363,928 | |
| | |
Level | |
December 31, 2024 | |
| Marketable securities held in Trust Account | |
1 | |
$ | 115,926,937 | |
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment
Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business
activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is
regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess
performance.
The Company’s chief
operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results,
and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that there is only one reportable segment.
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations
as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s
performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss
and total assets, which include the following:
| | |
June 30, 2025 | | |
December 31, 2024 | |
| Marketable securities held in Trust Account | |
$ | 118,363,928 | | |
$ | 115,926,937 | |
| Cash | |
$ | 471,826 | | |
$ | 913,659 | |
| | |
For the Three Months Ended
June 30, | | |
For the
Six Months Ended
June 30, | | |
For the Period From
March 7, 2024
(Inception)
Through
June 30, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| General and administrative costs | |
$ | 575,469 | | |
$ | 44,679 | | |
$ | 816,860 | | |
$ | 85,220 | |
| Interest earned on marketable securities held in Trust Account | |
$ | 1,221,289 | | |
$ | — | | |
$ | 2,436,991 | | |
$ | — | |
The CODM reviews interest
earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the
Trust Account funds while maintaining compliance with the Investment Management Trust Agreement.
General and administrative expenses
are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination
or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain
and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as
reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included
in net income or loss are reported on the statements of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were
issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the unaudited condensed financial statements.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
References in this report
(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Tavia Acquisition Corp.
References to our “management” or our “management team” refer to our officers and directors, references to the
“Sponsor” refer to Tavia Sponsor PTE. LTD., and references to “EBC” refers to EarlyBirdCapital, Inc. The following
discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including,
without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
regarding our ability to complete an initial business combination (a “Business Combination”), the Company’s financial
position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such
as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”
and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements
relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.
A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed
in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”). The
Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly
required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Overview
We are a blank check company
incorporated in the Cayman Islands on March 7, 2024 formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization, or similar business combination with one or more businesses. We intend to effectuate our Business Combination
using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or
a combination of cash, shares and debt.
We expect to continue to
incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination
will be successful.
Results of Operations
We have neither engaged
in any operations nor generated any operating revenues to date. Our only activities from March 7, 2024 (inception) through June
30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect
to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income
in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses in connection with searching for, and completing, a Business Combination.
For the three months ended
June 30, 2025, we had net income of $645,820, which consisted of interest earned on marketable securities held in Trust Account of $1,221,289,
offset by general and administrative costs of $575,469.
For the six months ended
June 30, 2025, we had net income of $1,620,131, which consisted of interest earned on marketable securities held in Trust Account of
$2,436,991, offset by general and administrative costs of $816,860.
For the three months ended
June 30, 2024, we had net loss of $44,679, which consisted of general and administrative costs.
For the period from March
7, 2024 (Inception) through June 30, 2024, we had net loss of $85,220, which consisted of general and administrative costs.
Liquidity and Capital Resources
On December 5, 2024, we
consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000.
Simultaneously with the
closing of the Initial Public Offering, we consummated the sale of 350,000 Private Placement Units at a price of $10.00 per Private Placement
Unit in a private placement to the Sponsor and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering,
generating gross proceeds of $3,500,000.
Following the closing of the
Initial Public Offering on December 5, 2024, an amount of $100,500,000 ($10.05 per Unit) from the net proceeds of the sale of the Units,
and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account. We incurred $3,605,995
in Initial Public Offering related cost, consisting of $2,300,000 of cash underwriting fee and $1,305,995 of other offering costs.
On December 9, 2024, the
underwriters notified us of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $10.00 per
unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the closing of the
over-allotment option on December 11, 2024, the Company consummated the private placement of an aggregate of 37,500 private placement
units to the Sponsor and EBC at a price of $10.00 per unit, generating gross proceeds of $375,000. After giving effect to the exercise
of the over-allotment option, an aggregate of 11,500,000 Units have been issued in the Initial Public Offering and the over-allotment
at an aggregate offering price of $115,000,000, and an aggregate amount of $115,575,000 ($10.05 per unit) from the net proceeds of the
sale of the Public Units, and a portion of the net proceeds from the sale of the private placement units, was placed in the Trust Account.
For the six months ended
June 30, 2025, cash used in operating activities was $431,833. Net income of $1,620,131 was a result of interest earned on marketable
securities held in the Trust Account of $2,436,991. Changes in operating assets and liabilities provided $385,027 of cash for operating
activities.
For the period from March
7, 2024 (Inception) through June 30, 2024, cash used in operating activities was $0. Net loss of $85,220 was a result of payment of formation
costs through issuance of founder shares of $5,000, payment of formation costs through promissory note of $3,027 and payment of operation
costs through promissory note of $61,099. Changes in operating assets and liabilities provided $16,094 of cash for operating activities.
As of June 30, 2025, we
had marketable securities held in the Trust Account of $118,363,928 (including approximately $2,788,928 of interest income). We intend
to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account,
which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We
may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or
in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2025, we
had cash of $471,826 and working capital deficit of $648,274. We intend to use the funds held outside the Trust Account primarily to
identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
In order to fund working
capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination,
we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does
not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from
our Trust Account would be used for such repayment.
We do not believe we will
need to raise additional funds in order to meet the expenditures required for operating our business for at least the next 12 months.
However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior
to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because
we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we
may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations,
assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased
any non-financial assets.
Contractual Obligations
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of
$10,000 per month for certain utilities and administrative support services. We began incurring these fees on December 3, 2024 and will
continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters were entitled
to a cash underwriting discount of $0.20 per Unit, or $2,300,000 in the aggregate, which was paid at the closing of the Initial Public
Offering.
We have engaged EarlyBirdCapital,
Inc. (“EBC”) as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders
to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors
that are interested in purchasing its securities in connection with its Business Combination and assist with press releases and public
filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of its
Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. In addition, the Company will pay
EBC a cash fee in an amount equal to 1.0% of the total consideration payable in the Business Combination if it introduces the Company
to the target business with whom it completes an Business Combination; provided that the foregoing fee will not be paid prior to the date
that is 60 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed
underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.
Critical Accounting Policies
The preparation of financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have identified the following critical accounting policies:
Ordinary Shares Subject to Redemption
We account for our ordinary
shares subject to possible conversion in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other
times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered
to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption
are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of our balance sheets.
Net Income Per Ordinary Share
Net income per ordinary
share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Accretion associated
with the redeemable Ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Standards
Management does not believe
that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our
financial statements.
Item 3. Quantitative and
Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls
and Procedures
Disclosure controls and
procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our
Chief Executive Officer (the “Certifying Officer”), or person performing similar functions, as appropriate, to allow timely
decisions regarding required disclosure.
Under the supervision and
with the participation of our Management, including our Certifying Officer, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based
on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the quarterly period
ended June 30, 2025.
Changes in Internal Control over
Financial Reporting
There was no change in our
internal control over financial reporting that occurred during the fiscal quarter of 2024 covered by this Quarterly Report on Form 10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause
our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K
for the year ended December 31, 2024 filed with the SEC. As of the date of this Report, there have been no material changes to the risk
factors disclosed in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On December 5, 2024, the
Company consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. EarlyBirdCapital,
Inc. acted as sole book-running manager, of the Initial Public Offering. The securities in the offering were registered under the Securities
Act on registration statement on Form S-1 (No. 333-280275). The Securities and Exchange Commission declared the registration statements
effective on December 4, 2025.
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 350,000 Private Placement Units at a price of $10.00 per
Private Placement Unit in a private placement to Tavia Sponsor PTE. LTD., a Sponsor and EarlyBirdCapital, Inc., the EBC, generating gross
proceeds of $3,500,000.
On December 9, 2024, EBC
notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional Units at $10.00 per Unit
upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment
option on December 11, 2024, the Company consummated the private placement of an aggregate of 37,500 Private Placement Units to the Sponsor
and EBC at a price of $10.00 per unit, generating gross proceeds of $375,000. After giving effect to the exercise of the over-allotment
option, an aggregate of 11,500,000 Units have been issued in the Initial Public Offering and the over-allotment at an aggregate offering
price of $115,000,000, and an aggregate amount of $115,575,000 ($10.05 per unit) from the net proceeds of the sale of the Public Units,
and a portion of the net proceeds from the sale of the private placement units, was placed in the Trust Account.
The Company paid a total
of $3,605,995, consisting of $2,300,000 of cash underwriting fee and $1,305,995 of other offering costs.
For a description of the
use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
Not applicable.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated
by reference into, this Quarterly Report on Form 10-Q.
| No. |
|
Description
of Exhibit |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company, dated December 3, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2024 and incorporated by reference herein). |
| |
|
| 31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
| 32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
| 101.INS* |
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
| |
|
| 101.SCH* |
|
Inline XBRL Taxonomy Extension
Schema Document. |
| |
|
| 101.CAL* |
|
Inline XBRL Taxonomy Extension
Calculation Linkbase Document. |
| |
|
| 101.DEF* |
|
Inline XBRL Taxonomy Extension
Definition Linkbase Document. |
| |
|
| 101.LAB* |
|
Inline XBRL Taxonomy Extension
Label Linkbase Document. |
| |
|
| 101.PRE* |
|
Inline XBRL Taxonomy Extension
Presentation Linkbase Document. |
| |
|
| 104 |
|
The
cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL. |
| * |
Filed herewith. |
| ** |
Furnished herewith. |
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
TAVIA ACQUISITION
CORP. |
| |
|
|
| Date: August 14, 2025 |
By: |
/s/
Kanat Mynzhanov |
| |
Name: |
Kanat Mynzhanov |
| |
Title: |
Chairman and Chief Executive
Officer |
| |
|
(Principal Executive Officer) |
| |
|
|
| Date: August 14, 2025 |
By: |
/s/ Askar
Mametov |
| |
Name: |
Askar Mametov |
| |
Title: |
Chief Financial Officer
and Director |
| |
|
(Principal Financial and
Accounting Officer) |
24
00-0000000
Suite 204
Newark
850 Library Avenue
19711
DE
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