UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Not Applicable
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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If an emerging growth company, indicate by check
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Indicate by check mark whether the registrant
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As of November 12, 2025, there were
TAVIA ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
TAVIA ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| September 30, | ||||||||
| 2025 | December 31, | |||||||
| (Unaudited) | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ |
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$ |
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| Prepaid expenses |
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| Total current assets |
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| Marketable securities held in Trust Account |
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| TOTAL ASSETS | $ |
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$ |
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| Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity | ||||||||
| Current liabilities | ||||||||
| Accrued offering costs | $ |
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$ |
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| Accrued expenses |
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| Advances from related party |
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| Promissory note – related party |
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| TOTAL LIABILITIES |
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| COMMITMENTS AND CONTINGENCIES (Note 6) | ||||||||
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Ordinary shares subject to possible redemption,
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| SHAREHOLDERS’ (DEFICIT) EQUITY | ||||||||
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Preferred shares, $
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Ordinary shares, $
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| Additional paid-in capital |
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| Retained earnings (accumulated deficit) |
(
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| TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY |
(
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| TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | $ |
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$ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
1
TAVIA ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended
September 30, |
For the
Nine Months Ended September 30, |
For the
September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative costs | $ |
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$ |
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$ |
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$ |
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| Loss from operations |
(
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(
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(
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| Other income: | ||||||||||||||||
| Interest earned on marketable securities held in Trust Account |
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| Total other income |
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| Net income (loss) | $ |
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$ |
(
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$ |
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| Basic and diluted weighted average shares outstanding of redeemable ordinary shares |
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| Basic and diluted net income (loss) per redeemable ordinary share | $ |
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$ |
(
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$ |
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| Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares |
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| Basic and diluted net income per non-redeemable ordinary share | $ |
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$ | $ |
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$ | ||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
TAVIA ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
| Ordinary Shares |
Additional
Paid-in |
Retained
Earnings (Accumulated |
Total Shareholders’
Equity |
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| Shares | Amount | Capital | Deficit) | (Deficit) | ||||||||||||||||
| Balance – January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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| Accretion for ordinary shares to redemption amount | — |
(
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| Net income | — |
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| Balance – March 31, 2025 |
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| Accretion for ordinary shares to redemption amount | — |
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| Net income | — |
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| Balance – June 30, 2025 |
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$ |
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$ | $ |
(
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(
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| Accretion for ordinary shares to redemption amount | — |
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| Net income | — |
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| Balance – September 30, 2025 |
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$ |
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$ | $ |
(
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FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND
FOR THE PERIOD FROM MARCH 7, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
| Ordinary Shares |
Additional
Paid-in |
Accumulated |
Total
Shareholders’ |
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| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance on March 7, 2024 (inception) | $ | $ | $ | $ | ||||||||||||||||
| Issuance of Class A ordinary shares to Sponsor |
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| Issuance of Class A ordinary shares to underwriters |
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| Net loss | — |
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| Balance as of March 31, 2024 (Unaudited) |
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| Net loss | — |
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| Balance as of June 30, 2024 (Unaudited) |
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$ |
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$ |
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$ |
(
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| Net loss | — |
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| Balance as of September 30, 2024 (Unaudited) |
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$ |
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$ |
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$ |
(
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The accompanying notes are an integral part of the unaudited condensed financial statements.
3
TAVIA ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the
Nine Months Ended September 30, |
For the
Period from March 7, 2024 (Inception) Through September 30, |
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| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ |
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$ |
(
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| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Payment of formation costs through issuance of ordinary shares |
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| Operating costs paid through promissory note – related party |
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| Interest earned on marketable securities held in Trust Account |
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| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses |
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| Accrued expenses |
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| Net cash used in operating activities |
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| Cash Flows from Financing Activities: | ||||||||
| Payment of offering costs |
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| Net cash used in financing activities |
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| Net Change in Cash |
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| Cash – Beginning of period |
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| Cash – End of period | $ |
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$ | |||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Deferred offering costs included in accrued offering costs | $ | $ |
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| Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares | $ | $ |
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| Deferred offering costs paid through promissory note – related party | $ | $ |
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| Fair value of EBC Founder Shares charged to deferred offering costs and other assets | $ | $ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
4
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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
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 September 30, 2025,
the Company had not commenced any operations. All activity for the period from
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
Transaction costs amounted
to $
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
5
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Following the closing of
the Initial Public Offering on December 5, 2024, an amount of $
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 $
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
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
6
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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
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) $
Going Concern and Liquidity
As of September 30, 2025,
the Company had operating cash of $
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.
7
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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 nine months ended September 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 $
8
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Marketable Securities Held in Trust Account
As of September 30, 2025
and December 31, 2024, the assets held in the Trust Account, amounting to $
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 $
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 September 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
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.
9
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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 $
| Traded price of Unit | $ |
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| Expected Term to De-SPAC (Years) |
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| Probability of De-SPAC and Instrument-Specific Market Adjustment |
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% | ||
| Risk-free rate |
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% | ||
| Implied common stock price | $ |
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| Fair value per share right | $ |
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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 September 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.
10
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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
September 30, 2025 |
For the Nine Months Ended
September 30, 2025 |
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| Redeemable | Non-redeemable | Redeemable | Non-redeemable | |||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ |
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$ |
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$ |
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$ |
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| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding |
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| Basic and diluted net income per ordinary share | $ |
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$ |
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$ |
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$ |
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For the
Three Months Ended September 30, |
For the
Period from March 7, 2024 (inception) through September 30, |
|||||||
| 2024 | 2024 | |||||||
| Redeemable | Redeemable | |||||||
| Numerator: | ||||||||
| Allocation of net loss | $ |
(
|
) | $ |
(
|
) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average ordinary shares outstanding |
|
|
||||||
| Basic and diluted net loss per ordinary share | $ |
(
|
) | $ |
(
|
) | ||
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 September 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.
| Gross proceeds | $ |
|
||
| Less: | ||||
| Proceeds allocated to Public Rights |
(
|
) | ||
| Ordinary shares issuance costs |
(
|
) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value |
|
|||
| Ordinary Shares subject to possible redemption, December 31, 2024 |
|
|||
| Remeasurement of carrying value to redemption value |
|
|||
| Ordinary Shares subject to possible redemption, March 31, 2025 | $ |
|
||
| Remeasurement of carrying value to redemption value |
|
|||
| Ordinary Shares subject to possible redemption, June 30, 2025 | $ |
|
||
| Remeasurement of carrying value to redemption value |
|
|||
| Ordinary Shares subject to possible redemption, September 30, 2025 | $ |
|
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.
11
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 3. INITIAL PUBLIC OFFERING
Public Units
Pursuant to the Initial
Public Offering, the Company sold
On December 9, 2024, the
underwriters notified the Company of their exercise of the over-allotment option in full and purchased
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the
closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of
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 $
On March 7, 2024, the
Company issued to EBC
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
12
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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
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 $
On November 10, 2025, the Company amended and restated the Promissory Note (as amended, the “Second Amended and Restated Note”)
in the principal amount of up to $
As of September 30,
2025 and December 31, 2024, there was $
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 September
30, 2025 and December 31, 2024, total advances from related party amounted to $
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 $
13
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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
The underwriters were entitled
to a cash underwriting discount of $
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
14
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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
Ordinary Shares
— The
Company is authorized to issue
As of September 30, 2025
and December 31, 2024, there were
Holders of ordinary shares
of record are entitled to
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
15
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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 September 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 |
September 30,
2025 |
|||||
| Marketable securities held in Trust Account | 1 | $ |
|
|||
| Level |
December 31,
2024 |
|||||
| Marketable securities held in Trust Account | 1 | $ |
|
|||
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.
16
TAVIA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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.
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Marketable securities held in Trust Account | $ |
|
$ |
|
||||
| Cash | $ |
|
$ |
|
||||
|
For the Three Months Ended
September 30, |
For the
Nine Months Ended September 30, |
For the
Period From March 7, 2024 (Inception) Through September 30, |
||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative costs | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Interest earned on marketable securities held in Trust Account | $ |
|
$ | $ |
|
$ | ||||||||||
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, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On November 10, 2025, the Company amended and restated
the Promissory Note (as amended, the “Second Amended and Restated Note”) in the principal amount of up to $
17
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 September 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 September 30, 2025, we had net income of $1,012,606, which consisted of interest earned on marketable securities held in Trust Account of $1,236,605, offset by general and administrative costs of $223,999.
For the nine months ended September 30, 2025, we had net income of $2,632,737, which consisted of interest earned on marketable securities held in Trust Account of $3,673,596, offset by general and administrative costs of $1,040,859.
For the three months ended September 30, 2024, we had net loss of $76,777, which consisted of general and administrative costs.
For the period from March 7, 2024 (Inception) through September 30, 2024, we had net loss of $161,997, which consisted of general and administrative costs.
18
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 EBC, 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 nine months ended September 30, 2025, cash used in operating activities was $545,562. Net income of $2,632,737 was a result of interest earned on marketable securities held in the Trust Account of $3,673,596. Changes in operating assets and liabilities provided $495,297 of cash for operating activities.
For the period from March 7, 2024 (Inception) through September 30, 2024, cash used in operating activities was $0. Net loss of $161,997 was a result of payment of formation costs through issuance of founder shares of $8,027 and payment of operation costs through promissory note of $123,103. Changes in operating assets and liabilities provided $30,867 of cash for operating activities.
As of September 30, 2025, we had marketable securities held in the Trust Account of $119,600,533 (including approximately $4,025,533 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 September 30, 2025, we had cash of $358,097 and working capital deficit of $872,273. 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 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. 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.
19
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 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 Possible 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.
20
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 September 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 2025 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.
21
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. EBC 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 the Sponsor and 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.
On November 10, 2025, the Company amended and restated the Promissory Note (as amended, the “Second Amended and Restated Note”) in the principal amount of up to $500,000, to extend the maturity of the Note to the earlier of: (i) the date the Company completes a Business Combination and (ii) the date the winding up of the Company is effective. The Second Amended and Restated Note does not bear interest and is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Amended and Restated Note and all other sums payable with regard to the Second Amended and Restated Note becoming immediately due and payable. The issuance of the Second Amended and Restated Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description of the Second Amended and Restated Note is qualified in its entirety by reference to the full text of the Second Amended and Restated Note, a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference.
22
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). | |
| 10.1 | ||
| 31.1* | ||
| 31.2* | Certification of Principal Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32** | Certification of Principal Executive Officer and Principal Accounting 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 September 30, 2025, formatted in Inline XBRL. | |
| * | Filed herewith. |
| ** | Furnished herewith. |
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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: November 12, 2025 | By: | /s/ Kanat Mynzhanov |
| Name: | Kanat Mynzhanov | |
| Title: | Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 12, 2025 | By: | /s/ Askar Mametov |
| Name: | Askar Mametov | |
| Title: | Chief Financial Officer and Director | |
| (Principal Financial and Accounting Officer) | ||
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