| Page |
| Report of Independent Registered Public Accounting Firm | F-2 |
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| Balance Sheet | F-3 |
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| Statement of Operations | F-4 |
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| Statement of Changes in Shareholders’ Equity | F-5 |
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| Statement of Cash Flows | F-5 |
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| Notes to Financial Statements | F-7 to F-19 |
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| (2) | Financial Statement Schedules: |
None.
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
The following documents are included as exhibits to this Annual Report:
| Exhibit No. | Description |
| 3.1(1) | Amended and Restated Memorandum and Articles of Association of the Company, dated December 3, 2024. |
| 4.1(2) | Specimen Unit Certificate. |
| 4.2(2) | Specimen Ordinary Share Certificate. |
| 4.3(2) | Specimen Rights Certificate. |
| 4.4(1) | Rights Agreement, dated December 3, 2024, between the Registrant and Continental Stock Transfer & Trust Company. |
| 4.5* | Description of Securities of the Registrant |
| 10.1(2) | Investment Management Trust Agreement, dated December 3, 2024, between the Company and Continental Stock Transfer & Trust Company. |
| 10.2(2) | Private Placement Unit Purchase Agreement, dated December 3, 2024, between the Company and Tavia Sponsor PTE. LTD. |
| 10.3(1) | Private Placement Unit Purchase Agreement, dated December 3, 2024, between the Company and EarlyBirdCapital, Inc. |
| 10.4(1) | Registration Rights Agreement, dated December 3, 2024, among the Company, the Sponsor and certain securityholders. |
| 10.5(1) | Administrative Services Agreement, dated December 3, 2024, between the Company and the Sponsor. |
| 10.6(1) | Letter Agreement, dated December 3, 2024, by and among the Company, the Sponsor, the initial shareholders and each officer and director of the Company. |
| 10.7(1) | Form of Indemnity Agreement. |
| 10.8(1) | Share Escrow Agreement, dated December 3, 2024, by and among the Company, Continental, and certain security holders |
| 10.9(1) | Underwriting Agreement, dated December 3, 2024, between the Company and EarlyBirdCapital, Inc. |
| 10.10(1) | Business Combination Marketing Agreement, dated December 3, 2024, between the Company and EarlyBirdCapital, Inc. |
| 19.1* | Insider Trading Policy |
| 31.1* | Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2* | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1* | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2* | Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 97.1* | Clawback Policy |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema |
| 101.CAL* | XBRL Taxonomy Calculation Linkbase |
| 101.LAB* | XBRL Taxonomy Label Document |
| 101.PRE* | XBRL Definition Linkbase Document |
| 101.DEF* | XBRL Definition Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| (1) | Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2024. |
| (2) | Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-280275), filed with the SEC on November 26, 2024, as amended. |
