What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 174 added, 158 removed, 676 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

1 unchanged sentence

Total current assets

Marketable securities held in Trust

Marketable securities held in Trust Account

$ 120,090,006

$ 116,884,655

Liabilities, Ordinary Shares Subject to

Possible Redemption, and Shareholders’ (Deficit) Equity

Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity

Current liabilities

5 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.29 and $ 10.06 per share as of June 30, 2025 and December 31, 2024, respectively

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.40 and $ 10.06 per share as of September 30, 2025 and December 31, 2024, respectively

SHAREHOLDERS’ (DEFICIT) EQUITY

4 unchanged sentences

400,000,000 shares authorized;

4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of June 30, 2025 and December 31, 2024

4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of September 30, 2025 and December 31, 2024

Additional paid-in capital

Retained earnings (accumulated deficit)

TOTAL SHAREHOLDERS’

(DEFICIT) EQUITY

TOTAL LIABILITIES

AND SHAREHOLDERS’ (DEFICIT) EQUITY

TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

$ 120,090,006

$ 116,884,655

The accompanying notes are an integral part

of the unaudited condensed financial statements.

The accompanying notes are an integral

part of the unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

1 unchanged sentence

For the Three Months Ended

Six Months Ended

General and administrative

September 30,

(inception) through

September 30,

General and administrative costs

Loss from operations

( 1,040,859 )

Other income:

Interest earned on marketable securities

held in Trust Account

Interest earned on marketable securities held in Trust Account

Total other income

Net income (loss)

Basic and diluted weighted average shares

outstanding of redeemable ordinary shares

Basic and diluted net income per redeemable

ordinary share

Basic and diluted weighted average shares

outstanding of non-redeemable ordinary shares

Basic and diluted net income (loss) per

non-redeemable ordinary share

The accompanying notes are an integral part

of the unaudited condensed financial statements.

$ ( 161,997 )

Basic and diluted weighted average shares outstanding of redeemable ordinary shares

Basic and diluted net income (loss) per redeemable ordinary share

Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares

Basic and diluted net income per non-redeemable ordinary share

The accompanying notes are an integral

part of the unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE

CONDENSED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2025

Ordinary Shares

Additional Paid-in

Total Shareholders’

3 unchanged sentences

( 1,456,773 )

Balance – March 31, 2025 (Unaudited)

Balance – March 31, 2025

Accretion for ordinary shares to redemption amount

1 unchanged sentence

( 1,221,289 )

Balance – June 30, 2025 (Unaudited)

Balance – June 30, 2025

$ ( 648,716 )

$ ( 648,274 )

Accretion for ordinary shares to redemption amount

( 1,236,605 )

Balance – September 30, 2025

$ ( 872,715 )

$ ( 872,273 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE PERIOD FROM MARCH 7, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

THROUGH SEPTEMBER 30, 2024

Ordinary Shares

5 unchanged sentences

Balance as of June 30, 2024 (Unaudited)

The accompanying notes are an integral part

of the unaudited condensed financial statements.

Balance as of September 30, 2024 (Unaudited)

$ ( 161,997 )

The accompanying notes are an integral

part of the unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

For the Period from March 7, 2024 (Inception) Through

September 30,

Period from March 7,

2024 (Inception)

September 30,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used

in operating activities:

$ ( 161,997 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Payment of formation costs through issuance of ordinary shares

Payment of formation costs through issuance of the promissory

note – related party

Operating costs paid through promissory note – related

Operating costs paid through promissory note – related party

Interest earned on marketable securities held in Trust Account

3 unchanged sentences

Accrued expenses

Net cash used in

operating activities

Net cash used in operating activities

Cash Flows from Financing Activities:

Payment of offering costs

Net cash used in

financing activities

Net cash used in financing activities

Net Change in Cash

2 unchanged sentences

Non-Cash Investing and Financing Activities:

Deferred offering costs included in

accrued offering costs

Deferred offering costs paid by Sponsor

in exchange for issuance of ordinary shares

Deferred offering costs paid through

promissory note – related party

Fair value of EBC Founder Shares charged

to deferred offering costs and other assets

The accompanying notes are an integral part

of the unaudited condensed financial statements.

Deferred offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares

Deferred offering costs paid through promissory note – related party

Fair value of EBC Founder Shares charged to deferred offering costs and other assets

The accompanying notes are an integral

part of the unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

ORGANIZATION AND BUSINESS OPERATIONS

9 unchanged sentences

stage and emerging growth companies.

As of June 30, 2025, the

Company had not commenced any operations.

All activity for the period from March 7, 2024 (inception) through June 30, 2025 relates

to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and, after

the Initial Public Offering, identifying a target company for a Business Combination and subsequent to the Initial Public Offering, identifying

a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived

from the Initial Public Offering.

As of September 30, 2025,

the Company had not commenced any operations.

All activity for the period from March 7, 2024 (inception) through September 30, 2025

relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below,

and, after the Initial Public Offering, identifying a target company for a Business Combination and subsequent to the Initial Public

Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

38 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Following the closing of

63 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The Company will have until

34 unchanged sentences

Going Concern and Liquidity

As of September 30, 2025,

the Company had operating cash of $ 358,097 and working capital deficit of $ 872,273 .

The Company intends 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, and structure, negotiate and complete a business combination.

In connection with the Company’s

5 unchanged sentences

the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

As of June 30, 2025, the

Company had operating cash of $ 471,826 and working capital deficit of $ 648,274 .

The Company intends 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, and structure, negotiate and complete a business combination.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

SIGNIFICANT ACCOUNTING POLICIES

14 unchanged sentences

as filed with the SEC on March 31, 2025.

The interim results for the three and six months ended June 30, 2025 are not necessarily

The interim results for the three and nine months ended September 30, 2025 are not necessarily

indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

35 unchanged sentences

The Company had $ 358,097

and $ 913,659 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

and $ 913,659 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Marketable Securities Held in Trust Account

As of June 30, 2025 and

December 31, 2024, the assets held in the Trust Account, amounting to $ 118,363,928 and $ 115,926,937 , respectively, were held in marketable

As of September 30, 2025

and December 31, 2024, the assets held in the Trust Account, amounting to $ 119,600,533 and $ 115,926,937 , respectively, were held in marketable

securities composed of U.S.

34 unchanged sentences

income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and

December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025

and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals,

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The fair value of the Company’s

60 unchanged sentences

with the redeemable ordinary shares is excluded from income (loss) per ordinary share as the redemption amount approximates fair value.

The calculation of

diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public

Offering, and (ii) the private placement units that convert into ordinary shares since the conversion of the rights into ordinary

shares is contingent upon the occurrence of future events.

As of June 30, 2025, the Company did not have any dilutive securities or

other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods

The calculation of diluted

income (loss) per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering,

and (ii) the private placement units that convert into ordinary shares since the conversion of the rights into ordinary shares is contingent

upon the occurrence of future events.

As of September 30, 2025, the Company did not have any dilutive securities or other contracts that

could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted

net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The following table reflects

1 unchanged sentence

For the Three Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2025

September 30, 2025

For the Nine Months Ended

September 30, 2025

Non-redeemable

1 unchanged sentence

Allocation of net income

Basic and diluted weighted average

ordinary shares outstanding

Basic and diluted

net income per ordinary share

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

Three Months Ended

September 30,

Allocation of net loss

Basic and diluted weighted average

ordinary shares outstanding

Basic and diluted

net loss per ordinary share

$ ( 161,997 )

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Ordinary Shares Subject to Possible Redemption

11 unchanged sentences

redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated equity.

as of June 30, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of

the shareholders’ equity (deficit) section of the Company’s balance sheets.

As of June 30, 2025 and December 31, 2024, the

ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

as of September 30, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

of the shareholders’ equity (deficit) section of the Company’s balance sheets.

As of September 30, 2025 and December 31,

2024, the ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds

12 unchanged sentences

$ 118,363,928

Remeasurement of carrying value to redemption value

Ordinary Shares subject to possible redemption, September 30, 2025

$ 119,600,533

Recently Issued Accounting Pronouncements

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

INITIAL PUBLIC OFFERING

15 unchanged sentences

The proceeds from the sale

of the Private Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account.

of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

Additionally,

34 unchanged sentences

inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

The sale of the Founder Shares

to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

value of the 150,000 shares granted to the Company’s director nominees was $ 619,500 or $ 4.13 per share.

On October 24, 2024, the

director nominees surrendered 20,000 shares each, for no consideration.

The fair value of the 90,000 shares granted to the Company’s

director (after the forfeiture) nominees was $ 371,700 or $ 4.13 per share.

The Founder Shares were granted subject to a performance condition

(i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance

condition is probable of occurrence under the applicable accounting literature in this circumstance.

The sale of the Founder

Shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant

The fair value of the 150,000 shares granted to the Company’s director nominees was $ 619,500 or $ 4.13 per share.

24, 2024, the director nominees surrendered 20,000 shares each, for no consideration.

The fair value of the 90,000 shares granted to

the Company’s director (after the forfeiture) nominees was $ 371,700 or $ 4.13 per share.

The Founder Shares were granted subject

to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized

only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The Founder Shares and EBC

23 unchanged sentences

Promissory Note — Related Party

On March 7, 2024, the Sponsor

issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which, as amended on July 24, 2024,

On March 7, 2024, the

Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which, as amended on July

24, 2024, the Company may borrow up to an aggregate principal amount of $ 500,000 .

The Promissory Note is non-interest bearing and payable on the

earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering.

As of June 30, 2025 and December

31, 2024, there was $ 500,000 outstanding under the Promissory Note.

The Promissory Note is non-interest bearing and payable

on the earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering.

On November 10, 2025, the Company amended and restated the Promissory Note (as amended, the “Second Amended and Restated Note”)

in the principal amount of up to $ 500,000 , to extend the maturity of the Promissory Note to the earlier of:

(i) the date the Company completes

a Business Combination and (ii) the date the winding up of the Company is effective.

As of September 30,

2025 and December 31, 2024, there was $ 500,000 outstanding under the Promissory Note.

Advances from Related Party

1 unchanged sentence

represents excess private placement funding by the Sponsor to the Company that is not covered by the Promissory Note.

As of June 30,

As of September

30, 2025 and December 31, 2024, total advances from related party amounted to $ 131,684 .

1 unchanged sentence

Administration Fee

The Company entered into

an agreement with the Sponsor, commencing on December 3, 2024 through the earlier of the Company’s consummation of a Business Combination

and its liquidation, to pay an aggregate of $ 10,000 per month for certain utilities and administrative support services.

As of June 30,

2025, the Company incurred and paid $ 60,000 of administrative services fees.

As of December 31, 2024, the Company incurred $ 10,000 of

administrative services fees which was included in accrued expenses in the accompanying balance sheets.

The Company entered

into an agreement with the Sponsor, commencing on December 3, 2024 through the earlier of the Company’s consummation of a

Business Combination and its liquidation, to pay an aggregate of $ 10,000 per month for certain utilities and administrative support

For the three and nine months ended September 30, 2025, the Company incurred and paid $ 30,000 and $ 90,000 , respectively, of

administrative services fees.

As of December 31, 2024, the Company incurred $ 10,000 of administrative services fees which was

included in accrued expenses in the accompanying balance sheets.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

COMMITMENTS AND CONTINGENCIES

32 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Risks and Uncertainties

29 unchanged sentences

other rights and preferences as may be determined from time to time by the Company’s board of directors.

At June 30, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

At September 30, 2025

and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The

2 unchanged sentences

to one vote for each share.

As of June 30, 2025 and

December 31, 2024, there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii) 200,000

EBC Founder Shares, (iii) 350,000 Private Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private Shares

issued at the closing of the over-allotment option, excluding 11,500,000 shares subject to possible redemption.

As of September 30, 2025

and December 31, 2024, there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii)

200,000 EBC Founder Shares, (iii) 350,000 Private Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private

Shares issued at the closing of the over-allotment option, excluding 11,500,000 shares subject to possible redemption.

Holders of ordinary shares

27 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

FAIR VALUE MEASUREMENTS

4 unchanged sentences

The following table presents

information about the Company’s assets that are measured at fair value as of June 30, 2025 and December 31, 2024, and indicates

information about the Company’s assets that are measured at fair value as of September 30, 2025 and December 31, 2024, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Marketable securities held in Trust Account

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The CODM assesses performance

5 unchanged sentences

and total assets, which include the following:

September 30,

Marketable securities held in Trust Account

2 unchanged sentences

For the Three Months Ended

Six Months Ended

September 30,

General and administrative costs

3 unchanged sentences

Trust Account funds while maintaining compliance with the Investment Management Trust Agreement.

General and administrative expenses

are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination

or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as

reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included

in net income or loss are reported on the statements of operations and described within their respective disclosures.

General and administrative

expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business

combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to

manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative

costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items

included in net income or loss are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

1 unchanged sentence

events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the unaudited condensed financial statements.

On November 10, 2025, the Company amended and restated

the Promissory Note (as amended, the “Second Amended and Restated Note”) in the principal amount of up to $ 500,000 , to extend

the maturity of the Note to the earlier of:

(i) the date the Company completes a Business Combination and (ii) the date the winding up

of the Company is effective.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements