Item 5. Other Information
Item 5. Other Information
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. The Second Amended and Restated Note does not bear interest and is subject
to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second
Amended and Restated Note and all other sums payable with regard to the Second Amended and Restated Note becoming immediately due and
payable. The issuance of the Second Amended and Restated 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 Second Amended and Restated Note is qualified in
its entirety by reference to the full text of the Second Amended and Restated Note, a copy of which is attached to this Report as Exhibit
10.1 and incorporated herein by reference.
22
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated
by reference into, this Quarterly Report on Form 10-Q.
No.
Description
of Exhibit
3.1
Amended and Restated Memorandum and Articles of Association of the Company, dated December 3, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2024 and incorporated by reference herein).
10.1
Second Amended and Restated Promissory Note issued to Tavia Sponsor PTE. LTD., dated November 10, 2025
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**
Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension
Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension
Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension
Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.
104
The
cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL.
*
Filed herewith.
**
Furnished herewith.
23
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TAVIA ACQUISITION CORP.
Date: November 12, 2025
By:
/s/ Kanat
Mynzhanov
Name:
Kanat Mynzhanov
Title:
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2025
By:
/s/ Askar
Mametov
Name:
Askar Mametov
Title:
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.