Tavia Acquisition Corp.

DEF 14A 1 ea0287926-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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850 Library Avenue, Suite 204

Newark, DE 19711

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 2,2026

To the Shareholders of Tavia Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Tavia Acquisition Corp. (“Company,” “we,” “us” or “our”) to be held at 11:00 a.m., Eastern Time, on June 2, 2026, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be postponed or adjourned.

The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Articles”). You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/taviaacquisition/2026.

Even if you are planning on attending the Extraordinary General Meeting in person or online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Extraordinary General Meeting. Instructions on voting your shares are on the proxy materials you received for the Extraordinary General Meeting. Even if you plan to attend the Extraordinary General Meeting in person or online, it is strongly recommended you complete and return your proxy card before the Extraordinary General Meeting date, to ensure that your shares will be represented at the Extraordinary General Meeting if you are unable to attend.

The accompanying proxy statement is dated May 12, 2026 and is first being mailed to shareholders on or about that date. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:

• Proposal No. 1 — The Articles Amendment Proposal — a proposal to amend the Articles, by way of special resolution, in the form set forth as Annex A to the accompanying proxy statement, to extend the date by which we must consummate an initial business combination from June 5, 2026 (the “Current Termination Date”) to March 5, 2027, or such earlier date as determined by our board of directors (the “Board”) (such applicable date, the “Extended Date”), for a total extension of up to nine months after the Current Termination Date (collectively, the “Extension”, and such proposal, the “Articles Amendment Proposal”); and

• Proposal No. 2 — The Adjournment Proposal — a proposal to direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).

The Articles Amendment Proposal is essential to the overall implementation of the Board’s plan to complete an initial business combination. Each of the Articles Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. The Adjournment Proposal will only be presented to our shareholders for vote under the circumstances described in the Adjournment Proposal. Please take the time to carefully read each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Articles Amendment Proposal is to allow us more time to complete our initial business combination. The final prospectus for our initial public offering (the “IPO”, and such prospectus, the “IPO Prospectus”) and the Articles provide that we have until the Current Termination Date to complete an initial business combination. While we are currently in serious discussions with a potential business combination target, our Board believes that there will not be sufficient time before the Current Termination Date to consummate an initial business combination.

Therefore, the Board has determined that it is advisable to amend the Articles to extend the date that we have to consummate an initial business combination to the Extended Date. In the event that we consummate an initial business combination prior to the Extraordinary General Meeting or believe that we will be able to consummate an initial business combination prior to the Current Termination Date, or the Board otherwise determines not to proceed with the Extension prior to the Extraordinary General Meeting, we will not hold the Extraordinary General Meeting.

Holders of ordinary shares, par value $0.0001 per share (“ordinary shares”), included as part of the units sold in the IPO (such shares, the “public shares”, and such holders, the “public shareholders”) may elect to redeem all or a portion of their shares for theirpro rata portion of the funds available in the trust account established for the benefit of the public shareholders (the “trust account”) in connection with the Articles Amendment Proposal (the “Election”) regardless of whether such public shareholders vote “FOR” or “AGAINST” the Articles Amendment Proposal, and the Election can also be made by public shareholders who abstain, do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders may make the Election regardless of whether such public shareholders were holders as of the record date for the Extraordinary General Meeting. We believe that such redemption right protects the public shareholders from having to sustain their investments for an unreasonably long period if we do not consummate a suitable initial business combination in the timeframe contemplated by the Articles. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Articles Amendment Proposal, abstain, do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Articles Amendment Proposal is approved by the requisite vote of shareholders and the Extension is implemented, the remaining public shareholders will retain their right to redeem their public shares for theirpro rata portion of the funds available in the trust account upon consummation of an initial business combination.

To exercise your redemption rights with respect to all or a portion of your public shares, you must tender all or such portion of your shares to our transfer agent at least two business days prior to the Extraordinary General Meeting in accordance with the procedures and deadlines described in the accompanying proxy statement. You may tender your shares by either delivering your share certificate(s) representing such shares to our transfer agent or by delivering such shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

We estimate that the per-share pro rata portion of the trust account will be approximately $10.59 at the time of the Extraordinary General Meeting, based on the approximate amount of $121.8 million held in the trust account as of March 31, 2026 (not taking into account any subsequent withdrawal for our taxes payable, if any, or further accrual of interest earned on the funds held in the trust account). The closing price of our ordinary shares on the Nasdaq Global Market on May 11, 2026 was $10.60. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.01 less for each share than if such shareholder sold its public shares in the open market. We cannot assure public shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.

If the Articles Amendment Proposal is approved and the Extension is implemented, Tavia Sponsor Pte. Ltd. (our “sponsor”) or its designees will deposit into the trust account as a loan, on each of the Current Termination Date and the 5 th day of each subsequent calendar month until (but excluding) the Extended Date (each such date, a “Contribution Date”) the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding on the applicable Contribution Date (a “Contribution”, and our sponsor or its designee making such Contribution, a “Contributor”). We have not asked our sponsor to reserve for, nor have we independently verified whether our sponsor will have sufficient funds to satisfy, any such Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a 30-day cure period in accordance with the trust agreement that we entered into at the time of the IPO), we will liquidate and dissolve as soon as practicable after such date and in accordance with the Articles. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by us upon consummation of our initial business combination. If we do not consummate our initial business combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Articles Amendment Proposal and the implementation of the Extension. No Contribution will occur if such proposal is not approved and the Extension is not implemented. If we have consummated our initial business combination or announced our intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

If the Articles Amendment Proposal is approved and the Extension is implemented, we have also agreed to waive our right to withdraw up to $100,000 of interest accrued on the trust account to pay liquidation and dissolution expenses should we ultimately liquidate before consummating an initial business combination. Instead, we have agreed that we will withdraw only up to $50,000 of interest accrued on the trust account to pay such liquidation and dissolution expenses, and any remaining interest accrued on the trust account and not previously released to us to pay our taxes will, subject to applicable law, be released to our public shareholders upon the redemption of the public shares if we are unable to complete an initial business combination by the Extended Date.

If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, or if the Articles Amendment Proposal is approved and the Extension is implemented but we do not consummate an initial business combination by the Extended Date, in accordance with the Articles, we 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 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 to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses, or, if the Articles Amendment Proposal is approved and the Extension is implemented, less up to $50,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we do not complete an initial business combination by the Current Termination Date or, if the Articles Amendment Proposal is approved and the Extension is implemented, the Extended Date.

Our initial shareholders, including our sponsor and certain of our officers and directors (together with their permitted transferees, our “initial shareholders”), collectively beneficially own an aggregate of 3,833,333 ordinary shares issued prior to the IPO (“founder shares”) and an aggregate of 249,107 ordinary shares (“private shares”) underlying private placement units sold in connection with the IPO (“private placement units”), representing approximately 25.6% of our issued and outstanding ordinary shares. Additionally, EarlyBirdCapital, Inc., the representative of the underwriters in the IPO (“EBC”), beneficially owns an aggregate of 200,000 ordinary shares issued prior to the IPO (“EBC founder shares”) and an aggregate of 138,393 private shares underlying private placement units, representing approximately 2.1% of our issued and outstanding ordinary shares. Our initial shareholders, officers and directors and EBC have agreed to waive their redemption rights with respect to any founder shares, EBC founder shares and private shares held by them and, in the case of our initial shareholders, officers and directors, any public shares they may acquire, in connection with the consummation of an initial business combination or the approval of certain amendments to the Articles, including with respect to the Articles Amendment Proposal, and to waive their rights to liquidating distributions from the trust account with respect to the founder shares, the EBC founder shares and the private shares if we do not complete an initial business combination by the Current Termination Date or, if the Articles Amendment Proposal is approved and the Extension is implemented, the Extended Date. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares and the founder shares, EBC founder shares and private shares will be excluded from thepro rata calculation used to determine the per-share redemption price; however, such persons would be entitled to liquidating distributions from the trust account with respect to any public shares they hold.

Our initial shareholders, officers and directors and EBC are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of each of the proposals set forth in the accompanying proxy statement; however, such persons have the discretion to vote in any manner they choose.

Approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the ordinary shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting; and approval of the Adjournment Proposal requires an ordinary resolution pursuant to the Articles, being the affirmative vote of at least a majority of the ordinary shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting.

The Board has fixed the close of business on May 4, 2026 as the date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournments or postponements thereof. Only holders of our ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournments or postponements thereof.

You are not being asked to vote on an initial business combination pursuant to the accompanying proxy statement. If the Extension is implemented and you do not make the Election to redeem all of your public shares in connection with the Extension, you will retain the right to vote on an initial business combination when it is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider such business combination) and the right to redeem your public shares for apro rata portion of the trust account in the event a business combination is proposed, approved and completed, certain amendments to the Articles are approved or we have not consummated an initial business combination by the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Articles Amendment Proposal and, if presented, the Adjournment Proposal, are advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the proxy statement containing detailed information concerning the Articles Amendment Proposal and the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your shares.

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person or online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person or online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Failure to vote in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting, if a valid quorum is otherwise established, will have no effect on the outcome of the vote on any of the proposals set forth in the accompanying proxy statement. Abstentions and brokernon-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals set forth in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on June 2,2026: This notice of Extraordinary General Meeting and the accompanying proxy statement are available at https://www.cstproxy.com/taviaacquisition/2026.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES: (1) IF YOU HOLD SUCH PUBLIC SHARES THROUGH UNITS, YOU MUST ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) YOU MUST SUBMIT A WRITTEN REQUEST TO OUR TRANSFER AGENT BY 5:00 P.M., EASTERN TIME, ON MAY 29, 2026 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING) THAT ALL OR SUCH PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER SUCH PUBLIC SHARES TO OUR TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Tavia Acquisition Corp.

850 Library Avenue, Suite 204

Newark, DE 19711

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 2,2026

PROXY STATEMENT

The extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Tavia Acquisition Corp. (“Company,” “we,” “us” or “our”) will be held at 11:00 a.m., Eastern Time, on June 2, 2026, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be postponed or adjourned.

The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Articles”). You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/taviaacquisition/2026.

Even if you are planning on attending the Extraordinary General Meeting in person or online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Extraordinary General Meeting. Instructions on voting your shares are on the proxy materials you received for the Extraordinary General Meeting. Even if you plan to attend the Extraordinary General Meeting in person or online, it is strongly recommended you complete and return your proxy card before the Extraordinary General Meeting date, to ensure that your shares will be represented at the Extraordinary General Meeting if you are unable to attend.

This proxy statement is dated May 12, 2026 and is first being mailed to shareholders on or about that date. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:

• Proposal No. 1 — The Articles Amendment Proposal — a proposal to amend the Articles, by way of special resolution, in the form set forth as Annex A to this proxy statement, to extend the date by which we must consummate an initial business combination from June 5, 2026 (the “Current Termination Date”) to March 5, 2027, or such earlier date as determined by our board of directors (the “Board”) (such applicable date, the “Extended Date”), for a total extension of up to nine months after the Current Termination Date (collectively, the “Extension”, and such proposal, the “Articles Amendment Proposal”); and

• Proposal No. 2 — The Adjournment Proposal — a proposal to direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).

The Articles Amendment Proposal is essential to the overall implementation of the Board’s plan to extend the date that we have to complete an initial business combination, and approval of the Articles Amendment Proposal is a condition to the implementation of the Extension. The Adjournment Proposal will only be presented to our shareholders for vote under the circumstances described in the Adjournment Proposal. The final prospectus for our initial public offering (the “IPO”, and such prospectus, the “IPO Prospectus”) and the Articles provide that we have until the Current Termination Date to complete an initial business combination. Therefore, the Board has determined that it is advisable to extend the date that we have to consummate an initial business combination to the Extended Date. In the event that we consummate a proposed business combination prior to the Extraordinary General Meeting or believe that we will be able to consummate a proposed business combination prior to the Current Termination Date, or the Board otherwise determines not to proceed with the Extension prior to the Extraordinary General Meeting, we will not hold the Extraordinary General Meeting.

Holders of our ordinary shares, par value $0.0001 per share (“ordinary shares”), included as part of the units sold in our initial public offering (such shares, the “public shares”, and such holders, the “public shareholders”) may elect to redeem all or a portion of their shares for theirpro rata portion of the funds available in the trust account established for the benefit of the public shareholders (the “trust account”) in connection with the Articles Amendment Proposal (the “Election”) regardless of whether such public shareholders vote “FOR” or “AGAINST” the Articles Amendment Proposal, and the Election can also be made by public shareholders who abstain, do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders may make the Election regardless of whether such public shareholders were holders as of the record date. We believe that such redemption right protects the public shareholders from having to sustain their investments for an unreasonably long period if we do not consummate a suitable initial business combination in the timeframe contemplated by the Articles. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Articles Amendment Proposal, abstain, do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Articles Amendment Proposal is approved by the requisite vote of shareholders and the Extension is implemented, the remaining public shareholders will retain their right to redeem their public shares for theirpro rata portion of the funds available in the trust account upon consummation of an initial business combination.

If the Articles Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount (as defined below) from the trust account in connection with the Election will reduce our net asset value and the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $121.8 million that was in the trust account as of March 31, 2026. In such event, we may need to obtain additional funds to complete an initial business combination and there can be no assurance that such funds will be available on terms acceptable to us or at all. Additionally, the percentage interest of our ordinary shares held by our initial shareholders, directors and officers and EBC through their beneficial ownership of the founder shares, EBC founder shares and private shares (in each case as defined and described below), would increase.

If the Articles Amendment Proposal is approved and the Extension is implemented, Tavia Sponsor Pte. Ltd. (our “sponsor”) or its designees will deposit into the trust account as a loan, on each of the Current Termination Date and the 5 th day of each subsequent calendar month until (but excluding) the Extended Date (each such date, a “Contribution Date”) the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding on the applicable Contribution Date (a “Contribution”, and our sponsor or its designee making such Contribution, a “Contributor”). We have not asked our sponsor to reserve for, nor have we independently verified whether our sponsor will have sufficient funds to satisfy, any such Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a 30-day cure period in accordance with the trust agreement that we entered into at the time of the IPO), we will liquidate and dissolve as soon as practicable after such date and in accordance with the Articles. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by us upon consummation of our initial business combination. If we do not consummate our initial business combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Articles Amendment Proposal and the implementation of the Extension. No Contribution will occur if such proposal is not approved and the Extension is not implemented. If we have consummated our initial business combination or announced our intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

If the Articles Amendment Proposal is approved and the Extension is implemented, we have also agreed to waive our right to withdraw up to $100,000 of interest accrued on the trust account to pay liquidation and dissolution expenses should we ultimately liquidate before consummating an initial business combination. Instead, we have agreed that we will withdraw only up to $50,000 of interest accrued on the trust account to pay such liquidation and dissolution expenses, and any remaining interest accrued on the trust account and not previously released to us to pay our taxes will, subject to applicable law, be released to our public shareholders upon the redemption of the public shares if we are unable to complete an initial business combination by the Extended Date.

If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, or if the Articles Amendment Proposal is approved and the Extension is implemented but we do not consummate an initial business combination by the Extended Date, in accordance with the Articles, we 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 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 to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses, or, if the Articles Amendment Proposal is approved and the Extension is implemented, less up to $50,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we do not complete an initial business combination by the Current Termination Date or, if the Articles Amendment Proposal is approved and the Extension is implemented, the Extended Date.

Our initial shareholders, including our sponsor and certain of our officers and directors (together with their permitted transferees, our “initial shareholders”), collectively beneficially own an aggregate of 3,833,333 ordinary shares issued prior to the IPO (“founder shares”) and an aggregate of 249,107 ordinary shares (“private shares”) underlying the private placement units sold in connection with the IPO (the “private placement units”), representing approximately 25.6% of our issued and outstanding ordinary shares. Additionally, EarlyBirdCapital, Inc., the representative of the underwriters in the IPO (“EBC”), beneficially owns an aggregate of 200,000 ordinary shares issued prior to the IPO (“EBC founder shares”) and an aggregate of 138,393 private shares underlying private placement units, representing approximately 2.1% of our issued and outstanding ordinary shares. Our initial shareholders, officers and directors and EBC have agreed to waive their redemption rights with respect to any founder shares, EBC founder shares and private shares held by them and, in the case of our initial shareholders, officers and directors, any public shares they may acquire, in connection with the consummation of an initial business combination or the approval of certain amendments to the Articles, including with respect to the Articles Amendment Proposal, and to waive their rights to liquidating distributions from the trust account with respect to the founder shares, the EBC founder shares and the private shares if we do not complete an initial business combination by the Current Termination Date or, if the Articles Amendment Proposal is approved and the Extension is implemented, the Extended Date. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares and the founder shares, EBC founder shares and private shares will be excluded from thepro rata calculation used to determine the per-share redemption price; however, such persons would be entitled to liquidating distributions from the trust account with respect to any public shares they hold.

To protect amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 per public share and or (ii) 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 the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor will have sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. The per-share liquidation price for the public shares is anticipated to be approximately $10.59 based on the approximate amount of $121.8 million held in the trust account as of March 31, 2026 (not taking into account any subsequent withdrawal for our taxes payable, if any, or further accrual of interest earned on the funds held in the trust account). Nevertheless, we cannot assure you that the per share distribution from the trust account, if we liquidate, will not be less than $10.59, plus interest, due to unforeseen claims of potential creditors.

Approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the ordinary shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting; and approval of the Adjournment Proposal requires an ordinary resolution pursuant to the Articles, being the affirmative vote of at least a majority of the ordinary shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting.

Approval of the Articles Amendment Proposal will constitute consent for us to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to thepro rata portion of funds available in the trust account relating to the redeemed public shares and (ii) deliver to the holders of such redeemed public shares theirpro rata portion of the Withdrawal Amount. The remainder of such funds will remain in the trust account and be available for our use to complete an initial business combination on or before the Extended Date. If the Articles Amendment Proposal is approved and the Extension is implemented, public shareholders who do not make the Election to redeem all of their public shares in connection with the Extension will retain their redemption rights and their ability to vote on an initial business combination when it is submitted to the public shareholders (provided that they are shareholders on the record date for a meeting to consider such business combination).

The record date for the Extraordinary General Meeting is May 4, 2026. Record holders of our ordinary shares at the close of business on the record date are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the record date, there were 15,920,833 ordinary shares issued and outstanding, consisting of 11,500,000 public shares, 3,833,333 founder shares, 200,000 EBC founder shares and 387,500 private shares.

This proxy statement contains important information about the Extraordinary General Meeting and the proposals (and the terms on which they are being proposed, including as to their conditionality). Please read it carefully, including any annexes, and vote your shares.