Tavia Acquisition Corp.

06/05/2026 | Press release | Distributed by Public on 06/05/2026 14:21

Material Agreement, Financial Obligation, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 5, 2026, Tavia Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of up to $540,000 to its sponsor, Tavia Sponsor Pte. Ltd. (the "Sponsor"), to be drawn down in connection with the previously announced contributions of up to $60,000 per month (the "Contributions") by the Sponsor or its designees to the trust account established in connection with the Company's initial public offering (the "Trust Account"), as described in the Proxy Statement (as defined below). The Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial business combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.

The information included in Item 5.07 of this Current Report is incorporated by reference in this Item 1.01 to the extent required herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 to the extent required herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 5.07 of this Current Report is incorporated by reference into this Item 5.03 to the extent required herein.

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