Tavia Acquisition Corp

S-11 ea0206161-02.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 17, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

850 Library Avenue, Suite 204

Newark, DE 19711

(302) 738-6680

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Donald J. Puglisi

Puglisi & Associates

850 Library Avenue, Suite 204

(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

$175,000,000

Tavia Acquisition Corp.

17,500,000 Units

Tavia Acquisition Corp. is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our “initial business combination” or our “business combination.” We may pursue a business combination with a target in any industry or geographic location that we choose, although we intend to primarily direct our attention on target businesses in North America and Europe focused on energy transition, the circular economy and food technologies.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one-half of one ordinary share, one-half of one convertible preferred share and one-half of one warrant. We will not issue fractional ordinary shares, convertible preferred shares or warrants and only whole ordinary shares, convertible preferred shares and warrants will trade, so unless you purchase units in multiples of two, you will not be able to receive or trade the ordinary shares, convertible preferred shares or warrants included in the units. We have also granted the underwriters a 45-day option to purchase up to an additional 2,625,000 units to cover over-allotments, if any.

Each whole convertible preferred share will vote with the ordinary shares on all matters requiring a shareholder vote and initially will not pay any dividends. It is currently contemplated that commencing upon the completion of our initial business combination, each whole convertible preferred share will pay an annual dividend of $0.60 per share, payable quarterly in cash or in kind at our option. Additionally, each whole convertible preferred share (plus any accrued but unpaid dividends) will be (i) convertible after the consummation of our initial business combination into ordinary shares at the option of the holder at any time at a conversion price of $11.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) and (ii) mandatorily converted into ordinary shares at a price of $11.50 per share if the last sales price of our ordinary shares equals or exceeds $14.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing after the consummation of our initial business combination and the 30-day average daily trading volume ending on (and including) the date of determination is greater than or equal to 100,000 shares during the first two years after the consummation of the business combination and 75,000 shares thereafter. There is no additional fee to investors associated with the conversion. The payment of dividends on the convertible preferred shares at a certain rate or at all is not guaranteed and is subject to uncertainty as the terms of the convertible preferred shares may be amended in connection with our initial business combination, subject to applicable law and as further described herein and may depend on the post-combination company’s ability to pay such dividends. Further, the ability to pay such dividends in kind at the combined company’s option may result in dilution to existing shareholders. We might also consider amending the terms of the convertible preferred shares if we believe it would make the consummation of the business combination more likely or reduce the number of public shares being redeemed in connection with such business combination.

Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. Each warrant will become exercisable 30 days after the completion of our initial business combination and will expire on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation.

We will provide the holders of our ordinary shares and convertible preferred shares included in the units sold in this offering, which we refer to collectively throughout this prospectus as our public shares, with the opportunity to redeem all or a portion of their public shares (in any combination of ordinary shares and preferred shares) upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, described below, as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us pursuant to permitted withdrawals (as described in this prospectus), divided by the number of then outstanding public shares, subject to the limitations described herein. Only whole ordinary and preferred shares can be redeemed and, as a result, an investor must own an even number of units to fully redeem its holdings as each unit contains one-half of one ordinary share and one-half of one preferred share. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will 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 and not previously released to us pursuant to permitted withdrawals (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein.

Tavia Sponsor Pte. Ltd., which we refer to throughout this prospectus as our “sponsor,” and EarlyBirdCapital, Inc., the representative of the underwriters in this offering, and which we refer to throughout this prospectus as “EBC” or the “representative,” have agreed that they and/or their designees will purchase from us an aggregate of 4,500,000 warrants, or

“private warrants” (2,312,500 private warrants to be purchased by our sponsor and 2,187,500 private warrants to be purchased by EBC or its designees), at a price of $1.00 per warrant for a total purchase price of $4,500,000 in a private placement that will close simultaneously with the closing of this offering. Our sponsor and EBC have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up to an additional 525,000 private warrants on a pro rata basis (up to 269,792 private warrants to be purchased by our sponsor and up to 255,208 private warrants to be purchased by EBC or its designees) at a price of $1.00 per warrant in an amount that is necessary to maintain in the trust account $10.00 per unit sold to the public in this offering. The private warrants are identical to the warrants included in the units sold in this offering. Our sponsor and EBC have agreed not to transfer, assign or sell any of the private warrants or underlying securities (with certain exceptions) until the completion of our initial business combination.

Of the proceeds we receive from this offering and the sale of the private warrants, $175,000,000 or $201,250,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per public share in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to fund our working capital requirements or to pay our tax obligations, the proceeds from this offering and the sale of the private warrants that are deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to consummate a business combination or to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

Currently, there is no public market for our units, ordinary shares, convertible preferred shares or warrants. We expect to apply to list our units on the Nasdaq Global Market, or “NASDAQ,” and apply to reserve the symbol “[•]” for our units. We cannot guarantee that our securities will be approved for listing on NASDAQ. We expect the ordinary shares, convertible preferred shares and warrants comprising the units will begin separate trading on the 90 th day following the date of this prospectus unless EBC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares, convertible preferred shares and warrants will be listed on NASDAQ under the symbols “[•],” “[•]” and “[•],” respectively.

Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 31 for a discussion of the information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors under Rule 419 blank check offerings.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) The underwriters have received and will receive compensation in addition to the underwriting discount, including an aggregate of 200,000 ordinary shares, or “EBC founder shares,” and fees pursuant to a Business Combination Marketing Agreement. See the section of this prospectus entitled “Underwriting” for a description of compensation and other items of value payable to the underwriters.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [•], 2024.

Book-Running Manager

EarlyBirdCapital, Inc.

[•], 2024