UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Tavia Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | 001-42430 | N/A | | --- | --- | --- | | (State or other jurisdiction of | ...

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,012,606, primarily from interest earned on marketable securities held in the Trust Account of $1,236,605, after deducting general and administrative costs of $223,999[111]. - For the nine months ended September 30, 2025, cash used in operating activities was $545,562, with net income of $2,632,737 resulting from interest earned on marketable securities[116]. Initial Public Offering - The company generated gross proceeds of $100,000,000 from the Initial Public Offering of 10,000,000 Units at $10.00 per Unit on December 5, 2024[113]. - The company incurred $3,605,995 in Initial Public Offering related costs, which included a cash underwriting fee of $2,300,000[114]. Marketable Securities - As of September 30, 2025, the company had marketable securities held in the Trust Account amounting to $119,600,533, which includes approximately $4,025,533 of interest income[118]. Working Capital and Financial Position - The company had a working capital deficit of $872,273 as of September 30, 2025[119]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[122]. Business Combination Plans - The company plans to use substantially all funds held in the Trust Account to complete its Business Combination, with the remaining proceeds intended for working capital to finance operations of the target business[118]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[109]. - The company may need to raise additional funds to meet expenditures required for operating its business for at least the next 12 months[121].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $645,820, consisting of interest earned on marketable securities of $1,221,289, offset by general and administrative costs of $575,469[109]. - For the six months ended June 30, 2025, the company had a net income of $1,620,131, with interest income from marketable securities amounting to $2,436,991 and general and administrative costs of $816,860[109]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 5, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[111]. - The company incurred $3,605,995 in costs related to the Initial Public Offering, which included a cash underwriting fee of $2,300,000[113]. Trust Account and Marketable Securities - Following the IPO, the company placed $100,500,000 in the Trust Account, which includes net proceeds from the sale of Units and a portion of the Private Placement Units[113]. - As of June 30, 2025, the company held marketable securities in the Trust Account valued at $118,363,928, including approximately $2,788,928 of interest income[117]. - The company intends to use funds from the Trust Account primarily to complete its Business Combination and may withdraw interest to pay taxes[117]. Financial Position - The company had cash of $471,826 and a working capital deficit of $648,274 as of June 30, 2025[118]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2025[121]. - The company does not anticipate needing to raise additional funds for operating expenditures for at least the next 12 months, but may require additional financing for the Business Combination[120].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $974,311, primarily from interest earned on marketable securities held in the Trust Account amounting to $1,215,702, offset by general and administrative costs of $241,391[110]. - As of March 31, 2025, the company held marketable securities in the Trust Account valued at $117,142,639, including approximately $1,567,639 of interest income[116]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 5, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[111]. - The company incurred $3,305,995 in costs related to the Initial Public Offering, which included a cash underwriting fee of $2,300,000[113]. - Following the IPO, the company placed $100,500,000 in the Trust Account, which includes net proceeds from the sale of Units and a portion of the Private Placement Units[113]. Financial Position - As of March 31, 2025, the company had cash of $655,630 and a working capital deficit of $72,805[117]. - The company has no off-balance sheet financing arrangements or long-term liabilities, except for an agreement to pay $10,000 per month for certain administrative support services[120][121]. Future Financing and Plans - The company does not anticipate needing to raise additional funds for operating expenditures for at least the next 12 months, but may require additional financing for a Business Combination[119]. - The company plans to use funds in the Trust Account primarily to complete its Business Combination and may withdraw interest to pay taxes[116]. - The company has engaged EarlyBirdCapital, Inc. as an advisor for its Business Combination, agreeing to pay a cash fee of 3.5% of the gross proceeds of the IPO upon consummation of the Business Combination[123].

Financial Performance - The company had a net income of $79,518 for the period from March 7, 2024, to December 31, 2024, consisting of interest income of $351,937 offset by operating costs of $272,419[282]. - Cash used in operating activities from inception through December 31, 2024, was $74,275, with a net income of $79,518 impacted by various costs and interest earned[287]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[283]. - An additional 1,500,000 units were sold through the over-allotment option, generating gross proceeds of $15,000,000, bringing total proceeds from the IPO and over-allotment to $115,000,000[286]. - The company incurred $3,305,995 in IPO-related costs, which included a cash underwriting fee of $2,300,000[285]. Financial Position - As of December 31, 2024, the company held marketable securities in the Trust Account amounting to $115,926,937, including approximately $351,397 of interest income[288]. - As of December 31, 2024, the company had cash of $913,659 and working capital of $168,586, intended for identifying and evaluating target businesses[289]. - The company has no off-balance sheet financing arrangements or long-term liabilities, other than a monthly fee of $10,000 for utilities and administrative support services[292]. Future Financing Needs - The company does not anticipate needing to raise additional funds for operating expenditures for at least the next 12 months, but may require additional financing for a Business Combination[291]. Advisory Engagement - The company has engaged EarlyBirdCapital, Inc. as an advisor for its Business Combination, agreeing to pay a cash fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial Business Combination[295].

As filed with the Securities and Exchange Commission on November 26, 2024 Registration No. 333-280275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ TAVIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) ____________________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of Incorporation or organization ...

As filed with the Securities and Exchange Commission on November 22, 2024 Registration No. 333-280275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ TAVIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) ____________________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of Incorporation or organization ...

As filed with the Securities and Exchange Commission on October 29, 2024 Registration No. 333-280275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ TAVIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) ____________________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of Incorporation or organization) ...

As filed with the Securities and Exchange Commission on September 6, 2024 Registration No. 333-280275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ TAVIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) ____________________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of Incorporation or organization ...

As filed with the Securities and Exchange Commission on August 14, 2024 Registration No. 333-280275 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) ____________________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of Incorporation or organization) Identification Number) (Primary Standard Industrial Classification Co ...