Tavia Acquisition Corp.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001213900-26-055099
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001213900-26-088372
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 43 previous paragraphs and 51 current paragraphs.
33 unchanged; 7 reworded; 11 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Extension Meeting
Current report
On June 2, 2026, we held an extraordinary general meeting of shareholders (the “Extension Meeting”) to consider and vote upon certain matters set forth in the definitive proxy statement related to the Extension Meeting that we filed with the SEC on May 12, 2026 (the “Proxy Statement”). At the Extension Meeting, our shareholders approved a proposal to amend our amended and restated memorandum and articles of association (as amended from time to time, the “Articles”), by way of special resolution, in the form set forth as Annex A to the Proxy Statement (the “Articles Amendment”), to extend the date by which we must consummate an initial business combination from June 5, 2026 (the “Previous Termination Date”) to March 5, 2027, or such earlier date as determined by our board of directors (such applicable date, the “Extended Date”), for a total extension of up to nine months after the Previous Termination Date (the “Articles Amendment Proposal”). Approval of the Articles Amendment Proposal required 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 Extension Meeting. Effective upon the approval of the Articles Amendment Proposal, on June 2, 2026, the Articles were amended pursuant to the Articles Amendment. In connection with the approval of the Articles Amendment Proposal, our public shareholders elected to redeem 7,167,225 ordinary shares at a redemption price of approximately $10.66 per share, for an aggregate redemption amount of approximately $76.4 million (the “Redemption”). After the satisfaction of the Redemption, an aggregate of 8,753,608 ordinary shares remain outstanding.
Current report
In connection with the approval of the Articles Amendment Proposal, the Sponsor agreed that it or its designees will deposit into the trust account established for the benefit of our public shareholders in connection with the Initial Public Offering (the “Trust Account”) as a loan, on each of the Previous Termination Date and the 5th 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 the Sponsor or its designee making such Contribution, a “Contributor”). If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a 30-day cure period in accordance with the investment management trust agreement entered into at the time of the Initial Public Offering), we will liquidate and dissolve as soon as practicable after such date and in accordance with the Articles. On June 5, 2026, we issued an unsecured promissory note (the “June 2026 Note”) in the principal amount of up to $540,000 to the Sponsor, to be drawn down in connection with the Contributions. If we have consummated a Business Combination or announced our intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.
Current report
Letter of Intent
Current report
Subsequent to the period covered by this Quarterly Report, on July 13, 2026, we issued a press release with Vita Inclinata Technologies, Inc. (“Vita”) announcing that we have entered into a non-binding letter of intent with Vita for a proposed Business Combination. No assurances can be made that we will successfully negotiate and enter into a definitive agreement with Vita, or that the proposed Business Combination will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to completion of due diligence, the negotiation of a definitive agreement providing for the proposed Business Combination, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals and other customary closing conditions.
Current report
For the three months ended June 30, 2026, we had net loss of $400,069, which consisted of general and administrative costs of $1,278,409, offset by interest earned on marketable securities held in Trust Account of $878,340.
Current report
For the three months ended June 30, 2025, we had net income of $645,820, which consisted of interest earned on marketable securities held in Trust Account of $1,221,289, offset by general and administrative costs of $575,469.
Current report
For the six months ended June 30, 2026, we had net income of $421,640, which consisted of interest earned on marketable securities held in Trust Account of $1,940,125, offset by general and administrative costs of $1,518,485.
Current report
For the six months ended June 30, 2025, we had net income of $1,620,131, which consisted of interest earned on marketable securities held in Trust Account of $2,436,991, offset by general and administrative costs of $816,860.
Current report
In connection with the approval of the Articles Amendment Proposal at the Extension Meeting as described above, our public shareholders elected to redeem 7,167,225 ordinary shares at a redemption price of approximately $10.66 per share, for an aggregate redemption amount of approximately $76.4 million. After the satisfaction of the Redemption, an aggregate of 8,753,608 ordinary shares remain outstanding.
Current report
On June 5, 2026, we issued the June 2026 Note in the principal amount of up to $540,000 to the Sponsor, to be drawn down in connection with the Contributions by the Sponsor or its designees to the Trust Account. The June 2026 Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the we consummate our initial Business Combination and (ii) the date that our winding up is effective. In the event that we do not consummate our initial Business Combination, the June 2026 Note will be repaid only from amounts remaining outside of the Trust Account, if any. The June 2026 Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the June 2026 Note and all other sums payable with regard to the June 2026 Note becoming immediately due and payable.
Removed paragraphs (3)
Previous report
Subsequent to the period covered by this Quarterly Report, on April 28, 2026, we filed a preliminary proxy statement in connection with a possible extension of the period of time in which we must consummate an initial Business Combination from June 5, 2026 to March 5, 2027, or such earlier date as determined by our board of directors, for a total extension of up to nine months. There can be no assurance as to whether or when such an extension may be approved by our shareholders.
Previous report
For the three months ended March 31, 2026, we had net income of $821,709, which consisted of interest earned on marketable securities held in Trust Account of $1,061,785, offset by general and administrative costs of $240,076.
Previous report
For the three months ended March 31, 2025, we had net income of $974,311, which consisted of interest earned on marketable securities held in Trust Account of $ 1,215,702, offset by general and administrative costs of $241,391.
Reworded paragraphs (7)
Previous wording
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.
Current wording
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 our initial public offering (the “Initial Public Offering”) and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
Previous wording
For the three months ended March 31, 2026, cash used in operating activities was $110,593. Net income of $821,709 was a result of interest earned on marketable securities held in the Trust Account of $1,061,785. Changes in operating assets and liabilities provided $129,483 of cash for operating activities.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $241,141. Net income of $421,640 was a result of interest earned on marketable securities held in the Trust Account of $1,940,125. Changes in operating assets and liabilities provided $1,277,344 of cash for operating activities.
Previous wording
For the three months ended March 31, 2025, cash used in operating activities was $248,029. Net income of $974,311 was a result of interest earned on marketable securities held in the Trust Account of $1,215,702. Changes in operating assets and liabilities used $6,638 of cash for operating activities.
Current wording
For the six months ended June 30, 2025, cash used in operating activities was $431,833. Net income of $1,620,131 was a result of interest earned on marketable securities held in the Trust Account of $2,436,991. Changes in operating assets and liabilities provided $385,027 of cash for operating activities.
Previous wording
As of March 31, 2026, we had marketable securities held in the Trust Account of $121,816,078 (including approximately $6,241,078 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.
Current wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $46,369,473 (including approximately $1,940,125 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.
Previous wording
As of March 31, 2026, we had cash of $344,032 and working capital deficit of $1,293,441. 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.
Current wording
As of June 30, 2026, we had cash of $213,484 and working capital deficit of $2,631,850. 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.
Previous wording
Net Income Per Ordinary Share
Current wording
Net (Loss) Income Per Ordinary Share
Previous wording
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.
Current wording
Net (loss) income per ordinary share is computed by dividing net (loss) 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.