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Item 1. Financial Statements

2026-05-12 compared with 2025-11-12 · 273 added, 736 removed, 114 unchanged (90% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

Cash and cash equivalents $ 344,032 $ 229,625

Prepaid expenses 143,132 131,850

1 unchanged sentence

Marketable securities held in Trust Account 121,816,078 120,754,293

$ 120,090,006

$ 116,884,655

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

Total Assets $ 122,303,242 $ 121,115,768

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

Current liabilities

2 unchanged sentences

Advances from related party 131,684 131,684

Promissory note – related party

Promissory notes – related parties 800,000 500,000

Total Liabilities 1,780,605 1,414,840

Commitments and Contingencies (Note 6)

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

Preferred shares, $ 0.0001 par value;

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.59 and $ 10.50 per share as of March 31, 2026 and December 31, 2025, respectively 121,816,078 120,754,293

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

100,000,000 shares authorized;

2 unchanged sentences

400,000,000 shares authorized;

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

4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of March 31, 2026 and December 31, 2025 442 442

Additional paid-in capital — —

Retained earnings (accumulated deficit)

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.

Accumulated deficit ( 1,293,883 ) ( 1,053,807 )

Total Shareholders’ Deficit ( 1,293,441 ) ( 1,053,365 )

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 122,303,242 $ 121,115,768

The accompanying notes are an

integral part of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

(inception) through

September 30,

General and administrative costs $ 240,076 $ 241,391

Loss from operations ( 240,076 ) ( 241,391 )

( 1,040,859 )

Other income:

1 unchanged sentence

Total other income 1,061,785 1,215,702

Net income (loss)

$ ( 161,997 )

Net income $ 821,709 $ 974,311

Basic and diluted weighted average shares outstanding of redeemable ordinary shares 11,500,000 11,500,000

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

Basic and diluted net income per redeemable ordinary share $ 0.05 $ 0.06

Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares 4,420,833 4,420,833

Basic and diluted net income per non-redeemable ordinary share $ 0.05 $ 0.06

The accompanying notes are an integral

part of the unaudited condensed financial statements.

The accompanying notes are an

integral part of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2025

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH

Ordinary Shares

Additional Paid-in

Total Shareholders’

Balance – January 1, 2026

Accretion for ordinary shares to redemption amount

$ ( 1,053,807 )

$ ( 1,053,365 )

Balance – March 31, 2025

Accretion for ordinary shares to redemption amount

1 unchanged sentence

( 1,061,785 )

Balance – June 30, 2025

Balance – March 31, 2026

$ ( 1,293,883 )

$ ( 1,293,441 )

FOR THE THREE MONTHS ENDED

MARCH 31, 2025

Ordinary Shares Additional Paid-in Retained

(Accumulated Total Shareholders’

Shares Amount Capital Deficit) (Deficit)

Balance – January 1, 2025 4,420,833 $ 442 $ 329,697 $ 79,518 $ 409,657

Accretion for ordinary shares to redemption amount — — ( 329,697 ) ( 1,127,076 ) ( 1,456,773 )

( 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 SEPTEMBER 30, 2024

Ordinary Shares

Shareholders’

Balance on March 7, 2024 (inception)

Issuance of Class A ordinary shares to Sponsor

Issuance of Class A ordinary shares to underwriters

Balance as of March 31, 2024 (Unaudited)

Balance as of June 30, 2024 (Unaudited)

Balance as of September 30, 2024 (Unaudited)

$ ( 161,997 )

The accompanying notes are an integral

part of the unaudited condensed financial statements.

Net income — — — 974,311 974,311

Balance – March 31, 2025 4,420,833 $ 442 $ — $ ( 73,247 ) $ ( 72,805 )

The accompanying notes are an

integral part of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

Period from March 7,

2024 (Inception)

September 30,

Cash Flows from Operating Activities:

Net income (loss)

$ ( 161,997 )

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

Payment of formation costs through issuance of ordinary shares

Operating costs paid through promissory note – related party

Net income $ 821,709 $ 974,311

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account ( 1,061,785 ) ( 1,215,702 )

( 3,673,596 )

Changes in operating assets and liabilities:

3 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from promissory note – related party 300,000 —

Payment of offering costs ( 75,000 ) ( 10,000 )

Net cash used in financing activities

Net Change in Cash

Cash – Beginning of period

Cash – End of period

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.

Net cash provided by (used in) financing activities 225,000 ( 10,000 )

Net Change in Cash and Cash Equivalents 114,407 ( 258,029 )

Cash and Cash Equivalents – Beginning of period 229,625 913,659

Cash and Cash Equivalents – End of period $ 344,032 $ 655,630

The accompanying notes are an

integral part of these unaudited condensed financial statements.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

ORGANIZATION AND BUSINESS OPERATIONS

MARCH 31, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Tavia Acquisition Corp.

(the “Company”) was incorporated in the Cayman Islands on March 7, 2024.

The Company was formed for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses

(the “Business Combination”).

The Company is not limited

to a particular industry or sector for purposes of consummating a Business Combination, although the Company intends to primarily direct

its attention on target businesses in North America and Europe focused on energy transition, the circular economy and food technologies.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

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 was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although the Company intends to primarily direct its attention on target businesses in North America and Europe focused on energy transition, the circular economy and food technologies.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from March 7, 2024 (inception) through March 31, 2026 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, 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 generates 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.

The registration statement

for the Company’s Initial Public Offering was declared effective on December 3, 2024.

On December 5, 2024, the Company consummated

the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units

being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 350,000 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Tavia Sponsor PTE.

LTD., a company incorporated

in Singapore (“Sponsor”), and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering

(“EBC”), generating gross proceeds of $ 3,500,000 .

On December 9, 2024, the underwriters notified the Company of their exercise

of the over-allotment option in full and purchased 1,500,000 additional units at $ 10.00 per unit upon the closing of the over-allotment

option, generating gross proceeds of $ 15,000,000 .

Simultaneously with the closing of the over-allotment option on December 11, 2024,

the Company consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of

$ 10.00 per unit, generating gross proceeds of $ 375,000 .

After giving effect to the exercise of the over-allotment option, an aggregate

of 11,500,000 Units have been issued in the Initial Public Offering and the over-allotment at an aggregate offering price of $ 115,000,000 ,

and an aggregate amount of $ 115,575,000 ($ 10.05 per unit) from the net proceeds of the sale of the public units (“Public Units”),

and a portion of the net proceeds from the sale of the private placement units, was placed in a trust account (the “Trust Account”)

established for the benefit of the Company’s Public Shareholders (as defined below), with Continental Stock Transfer & Trust

Company acting as trustee.

Transaction costs amounted

to $ 3,605,995 , consisting of $ 2,300,000 of cash underwriting fee and $ 1,305,995 of other offering costs.

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the

Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

The share exchange listing rules require that the Business Combination must be with one or more operating businesses or

assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding income interest earned on the

Trust Account and released to the Company to pay taxes).

The Company will only complete a Business Combination if the post-Business Combination

company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling

interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to

successfully effect a Business Combination.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Following the closing of

the Initial Public Offering on December 5, 2024, an amount of $ 100,500,000 ($ 10.05 per Unit) from the net proceeds of the sale of the

Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account, and will be held

in cash, including in demand deposit accounts at a bank, or invested in U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less in money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

The registration statement for the Company’s Initial Public Offering was declared effective on December 3, 2024.

On December 5, 2024, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Tavia Sponsor Pte.

Ltd., a company incorporated in Singapore (“Sponsor”), and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $ 3,500,000 .

On December 9, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 15,000,000 .

Simultaneously with the closing of the over-allotment option on December 11, 2024, the Company consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of $ 10.00 per unit, generating gross proceeds of $ 375,000 .

After giving effect to the exercise of the over-allotment option, an aggregate of 11,500,000 Units have been issued in the Initial Public Offering and the over-allotment at an aggregate offering price of $ 115,000,000 , and an aggregate amount of $ 115,575,000 ($ 10.05 per unit) from the net proceeds of the sale of the public units (“Public Units”), and a portion of the net proceeds from the sale of the private placement units, was placed in a trust account (the “Trust Account”) established for the benefit of the Company’s Public Shareholders (as defined below), with Continental Stock Transfer & Trust Company acting as trustee.

Transaction costs amounted to $ 3,605,995 , consisting of $ 2,300,000 of cash underwriting fee and $ 1,305,995 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The share exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding income interest earned on the Trust Account and released to the Company to pay taxes).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering on December 5, 2024, an amount of $ 100,500,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account, and will be held in cash, including in demand deposit accounts at a bank, or invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The Company will disclose in each quarterly and annual report filed with the SEC prior to a Business Combination whether the proceeds

deposited in the Trust Account are invested in U.S.

government treasury obligations or money market funds or a combination thereof

or as cash or cash items, including in demand deposit accounts.

Additionally, when the Company determines (based on its management team’s

ongoing assessment of all factors related to the potential status under the Investment Company Act) to hold the funds in the Trust Account

as cash or in demand deposit accounts at a bank, the amount of interest received would likely be less.

The Company will provide

the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion

of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by

means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek shareholder approval

of a Business Combination or conduct a tender offer will be made by the Company, solely at its discretion.

The Public Shareholders will

be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.05 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Shares subject to redemption were recorded

at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting

Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder

approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution

under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who

attend and vote at a general meeting of the Company, or such other vote as required by law or share exchange rule.

If a shareholder vote

is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant

to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the

Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information

as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval

in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the underlying

ordinary shares of the Private Placement Units (“Private Shares”) and, subject to applicable securities laws, any Public

Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public

Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against

a proposed Business Combination.

Notwithstanding the foregoing,

if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender

offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is

acting in concert or as a “group,” as defined under Section 13 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate

of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor and EBC have

agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares

and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights

with respect to their Founder shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment

to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide

for the redemption of the public shares in connection with a Business Combination or to redeem 100 % of the public shares if the Company

does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect

to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (c) to waive their

rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares

held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering.

If the Company submits the Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and

directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject to applicable

securities laws, any public shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated

transactions) in favor of a Business Combination.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company will have until

18 months from the closing of the Initial Public Offering, or June 5, 2026, to consummate a Business Combination (the “Combination

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account (including interest earned on the funds held in the Trust Account) (less up to $ 100,000 of interest to pay liquidation

and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish

the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and

(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public

Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to

waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company

fails to complete a Business Combination within the Combination Period.

However, if the Sponsors or any of its respective affiliates

acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to

complete a Business Combination within the Combination Period.

In order to protect the

amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a

third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to

the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the

amount of funds in the Trust Account to below the lesser of (1) $ 10.05 per Public Share and (2) such lesser amount per Public

Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets,

in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply to any claims by a third

party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable

against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will

seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to

have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target

businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest

or claim of any kind in or to monies held in the Trust Account.

The Company will disclose in each quarterly and annual report filed with the SEC prior to a Business Combination whether the proceeds deposited in the Trust Account are invested in U.S.

government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts.

Additionally, when the Company determines (based on its management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act) to hold the funds in the Trust Account as cash or in demand deposit accounts at a bank, the amount of interest received would likely be less.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely at its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or share exchange rule.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the underlying ordinary shares of the Private Placement Units (“Private Shares”) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group,” as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with a Business Combination or to redeem 100 % of the public shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering.

If the Company submits the Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject to applicable securities laws, any public shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of a Business Combination.

The Company will have until 18 months from the closing of the Initial Public Offering, or June 5, 2026, to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including interest earned on the funds held in the Trust Account) (less up to $ 100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.05 per Public Share and (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic

205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s

liquidity condition and due to the mandatory liquidation, should a business combination not occur by June 5, 2026, and potential subsequent

dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to

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

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of March 31, 2026, the Company had operating cash of $ 344,032 and working capital deficit of $ 1,293,441 .

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 assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition and, due to the mandatory liquidation should a Business Combination not occur by June 5, 2026, potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited

condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of

America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of

Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance

with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,

or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting

of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows

for the periods presented.

The accompanying unaudited

condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2024

as filed with the SEC on March 31, 2025.

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.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 16, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial

statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

The preparation of the unaudited condensed financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 358,097

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

SEPTEMBER 30, 2025

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 343,994 and $ 229,586 in cash and $ 38 and $ 39 in cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

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.

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 121,816,078 and $ 120,754,293 , respectively, were held in marketable securities composed of U.S.

treasury securities.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds

could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with

the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.”

Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20,

“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into

its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between

Public Shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Rights

and then to the Public Shares.

Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated

to the Public Rights and Private Placement Units were charged to shareholders’ equity as Public Rights and Private Placement Units

after management’s evaluation were accounted for under equity treatment.

The Company follows the

asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Rights and then to the Public Shares.

Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ deficit as Public Rights and Private Placement Units after management’s evaluation were accounted for under equity treatment.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained

upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as

income tax expense.

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,

or material deviation from its position.

The Company is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income

taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was

zero for the period presented.

ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates

the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

The Company follows the

guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period,

and non-financial assets and liabilities that are measured and reported at fair value at least annually.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the

use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in

active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for

the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs

other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted

prices for identical assets or liabilities in markets that are not active.

Unobservable inputs

based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Derivative Financial Instruments

The Company evaluates its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance

with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities,

the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with

changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such

instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities

are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument

could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the

underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.

The Company accounts for

the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified

the rights under equity treatment at its assigned value.

The fair value of the rights

was determined using a discounted cash flow analysis that incorporates the probability-weighted payoff of the right, discounted over

the expected term to business combination.

The weighting was based on consideration of other similar Special Purpose Acquisition Companies

with traded rights.

The Public Rights (as defined below) have been classified within shareholders’ equity and will not require

remeasurement after issuance.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.

The Company accounts for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the rights under equity treatment at its assigned value.

The fair value of the rights was determined using a discounted cash flow analysis that incorporates the probability-weighted payoff of the right, discounted over the expected term to business combination.

The weighting was based on consideration of other similar Special Purpose Acquisition Companies with traded rights.

The Public Rights (as defined below) have been classified within shareholders’ equity and will not require remeasurement after issuance.

The fair value of each right was determined to be $ 0.12 , resulting in a total valuation of $ 1,200,000 .

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights as

of December 5, 2024, the date in which the Company consummated the Initial Public Offering:

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights as of December 5, 2024, the date in which the Company consummated the Initial Public Offering:

Traded price of Unit $ 9.99

Expected Term to De-SPAC (Years)

Probability of De-SPAC and Instrument-Specific Market Adjustment

Expected Term to business combination (Years) 1.5

Probability of business combination and Instrument-Specific Market Adjustment 12.0 %

Risk-free rate 4.15 %

1 unchanged sentence

Fair value per share right $ 0.12

Net Income (Loss) Per Ordinary Share

The Company complies with

accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss) per ordinary share

is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The remeasurement associated

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 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

SEPTEMBER 30, 2025

The following table reflects

the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The remeasurement associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption amount approximates fair value.

The calculation of diluted income 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 March 31, 2026 and December 31, 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.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

September 30, 2025

For the Nine Months Ended

September 30, 2025

Non-redeemable

March 31, 2026

Redeemable Non-redeemable

Allocation of net income $ 593,540 $ 228,169

1 unchanged sentence

Basic and diluted net income per ordinary share $ 0.05 $ 0.05

Three Months Ended

September 30,

Allocation of net loss

$ ( 161,997 )

For the Three Months Ended

March 31, 2025

Redeemable Non-redeemable

Allocation of net income $ 703,768 $ 270,543

Basic and diluted weighted average ordinary shares outstanding 11,500,000 4,420,833

Basic and diluted net loss per ordinary share

Basic and diluted net income per ordinary share $ 0.06 $ 0.06

Ordinary Shares Subject to Possible Redemption

The Public Shares contain

a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if

there is a shareholder vote or tender offer in connection with the Company’s Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of

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

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:

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

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

Accordingly, as of March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds $ 115,000,000

$ 115,000,000

Proceeds allocated to Public Rights ( 1,380,000 )

( 1,380,000 )

Ordinary shares issuance costs ( 3,520,662 )

( 3,520,662 )

Remeasurement of carrying value to redemption value 5,068,427

2 unchanged sentences

Ordinary Shares subject to possible redemption, March 31, 2026 $ 121,816,078

$ 117,142,639

Remeasurement of carrying value to redemption value

Ordinary Shares subject to possible redemption, June 30, 2025

$ 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

Adopted During the Period

Management does not believe

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Recently Issued Accounting Pronouncements Adopted During the Period

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial

Public Offering, the Company sold 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share

and one right (“Public Right”).

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share and one right (“Public Right”).

Ten Public Rights will entitle the holder to one ordinary share.

On December 9, 2024, the

underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional Units at

$ 10.00 per Unit, which upon closing, generated gross proceeds of $ 15,000,000 .

The over-allotment option closed on December 11, 2024 simultaneously

with an additional Private Placement of $ 375,000 .

PRIVATE PLACEMENT

Simultaneously with the

closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 350,000 Private Placement Units ( 225,000 Private

Placement Units purchased by the Sponsor and 125,000 Private Placement Units purchased by EBC or its designees), at a price of $ 10.00

per Private Placement Units from the Company in a private placement, generating gross proceeds of $ 3,500,000 .

The proceeds from the sale

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

Additionally,

On December 9, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional Units at $ 10.00 per Unit, which upon closing, generated gross proceeds of $ 15,000,000 .

The over-allotment option closed on December 11, 2024 simultaneously with an additional Private Placement of $ 375,000 .

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the

Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement

Units (including the Private Shares and rights) are identical to the Public Units (including the underlying Public Shares and Public

Rights) sold in the Initial Public Offering.

The Sponsor and EBC have agreed not to transfer, assign or sell any of the Private Placement

Units or underlying shares (except to the same permitted transferees as the Founder Shares and provided the transferees agree to the

same terms and restrictions as the permitted transferees of the Founder Shares must agree to, each as described herein) until the completion

of the Business Combination.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 350,000 Private Placement Units ( 225,000 Private Placement Units purchased by the Sponsor and 125,000 Private Placement Units purchased by EBC or its designees), at a price of $ 10.00 per Private Placement Unit from the Company in a private placement, generating gross proceeds of $ 3,500,000 .

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

Additionally, the over-allotment option closed on December 11, 2024 simultaneously with an additional Private Placement of $ 375,000 .

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Units (including the Private Shares and rights) are identical to the Public Units (including the underlying Public Shares and Public Rights) sold in the Initial Public Offering.

The Sponsor and EBC have agreed not to transfer, assign or sell any of the Private Placement Units or underlying shares (except to the same permitted transferees as the Founder Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Founder Shares must agree to, each as described herein) until the completion of the Business Combination.

RELATED PARTY TRANSACTIONS

Founder Shares and EBC Founder Shares

On March 7, 2024, the

Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.005 per share, to cover certain of the Company’s expenses,

for which the Company issued 5,031,250 Founder Shares to the Sponsor.

On July 30, 2024, the Sponsor transferred 150,000 Founder Shares

to three director nominees ( 50,000 shares each) for an aggregate amount of $ 750 , or approximately $ 0.005 per share.

Subsequently, on

October 24, 2024, the Sponsor and independent director nominees forfeited an aggregate of 1,197,917 Founder Shares for no consideration,

such that the Sponsor and independent directors own an aggregate of 3,833,333 Founder Shares ( 3,743,333 Founder Shares owned by the Sponsor

and 90,000 Founder Shares owned by the independent directors).

On March 7, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.005 per share, to cover certain of the Company’s expenses, for which the Company issued 5,031,250 Founder Shares to the Sponsor.

On July 30, 2024, the Sponsor transferred 150,000 Founder Shares to three director nominees ( 50,000 shares each) for an aggregate amount of $ 750 , or approximately $ 0.005 per share.

Subsequently, on October 24, 2024, the Sponsor and independent director nominees forfeited an aggregate of 1,197,917 Founder Shares for no consideration, such that the Sponsor and independent directors own an aggregate of 3,833,333 Founder Shares ( 3,743,333 Founder Shares owned by the Sponsor and 90,000 Founder Shares owned by the independent directors).

All share and per share data has been retrospectively presented.

On March 7, 2024, the

Company issued to EBC 200,000 ordinary shares (“EBC Founder Shares”) for a purchase price of $ 0.005 per share and an aggregate

purchase price of $ 994 .

On March 7, 2024, the Company issued to EBC 200,000 ordinary shares (“EBC Founder Shares”) for a purchase price of $ 0.005 per share and an aggregate purchase price of $ 994 .

The Company estimated the fair value of the EBC Founder Shares to be $ 722,000 or $ 3.61 per share.

$ 721,006 (the total $ 722,000 fair value less $ 994 to be paid by EBC) has been recorded as an offering cost which was closed to additional

paid-in capital at the closing of the Initial Public Offering.

The Company established the initial fair value for the EBC Founder Shares

on March 7, 2024, the date of the issuance, using a calculation prepared by management which takes into consideration the probability

of completion of the Initial Public Offering, an implied probability of the completion of a Business Combination and a Discount for Lack

of Marketability calculation.

The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable

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

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

Accordingly, $ 721,006 (the total $ 722,000 fair value less $ 994 to be paid by EBC) has been recorded as an offering cost which was closed to additional paid-in capital at the closing of the Initial Public Offering.

The Company established the initial fair value for the EBC Founder Shares on March 7, 2024, the date of the issuance, using a calculation prepared by management which takes into consideration the probability of completion of the Initial Public Offering, an implied probability of the completion of a Business Combination and a Discount for Lack of Marketability calculation.

The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable 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.

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

SEPTEMBER 30, 2025

The Founder Shares and EBC

Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares

have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares and EBC Founder Shares are subject to

certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption

rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the Business Combination, (B) to

waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve

an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing of the obligation

to provide for the redemption of the Public Shares in connection with an Business Combination or to redeem 100 % of the Public Shares

if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (b) with

respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (C) to

waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held

by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering;

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 Founder Shares and EBC Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares and EBC Founder Shares are subject to certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering;

and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights.

If the Company submits the Business Combination

to the Public Shareholders for a vote, the initial shareholders have agreed (and their permitted transferees will agree) to vote any

Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated

transactions) in favor of the Business Combination.

The Sponsor has agreed,

subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) six months

after the completion of the Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange,

reorganization or other similar transaction after the Business Combination that results in all the Public Shareholders having the right

to exchange their ordinary shares for cash, securities or other property.

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, 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.

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

If the Company submits the Business Combination to the Public Shareholders for a vote, the initial shareholders have agreed (and their permitted transferees will agree) to vote any Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) six months after the completion of the Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Notes — Related Parties

On March 7, 2024, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which, as amended on July 24, 2024, the Company could borrow up to an aggregate principal amount of $ 500,000 .

The Promissory Note was 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.

The Sponsor will not have any claim against the Trust Account with respect to the Second Amended and Restated Note.

As of March 31, 2026 and December 31, 2025, there was $ 500,000 outstanding under the Second Amended and Restated Note.

On February 2, 2026, the Company issued a promissory note (the “EBC Note”) to EBC.

Pursuant to the EBC Note, EBC agreed to loan the Company up to an aggregate principal amount of $ 300,000 .

The EBC Note is non-interest bearing and all outstanding amounts under the EBC Note will be due on the earlier of the consummation of a Business Combination, or the liquidation of the Trust Account, if a Business Combination is not consummated.

If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account into which the Company have placed the proceeds of the Initial Public Offering to repay the EBC Note;

however, no proceeds from the Trust Account may be used for such repayment.

If such funds are insufficient to repay the EBC Note, the EBC Note will not be repaid.

As of March 31, 2026 and December 31, 2025, there was $ 300,000 and $ 0 outstanding under the EBC Note, respectively.

The Second Amended and Restated Note and the EBC Note are presented within promissory notes – related parties on the accompanying balance sheet.

As of March 31, 2026, the aggregate outstanding balance of these notes totaled $ 800,000 .

Advances from Related Party

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

As of September

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

Advances from related party represents excess private placement funding by the Sponsor to the Company that is not covered by the Second Amended and Restated Note.

As of March 31, 2026 and December 31, 2025, total advances from related party amounted to $ 131,684 .

These advances are due on demand.

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

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

SEPTEMBER 30, 2025

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.

For the three months ended March 31, 2026, the Company incurred and paid $ 30,000 in administrative fees.

For the three months ended March 31, 2025, the Company incurred $ 30,000 in such fees, of which $ 20,000 was paid.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder

Shares, EBC Founder Shares, Private Placement Units, working capital units (if any), and their underlying securities will be entitled

to registration rights pursuant to a registration rights agreement to be signed on the effective date of the Initial Public Offering.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for

resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

The holders of the Founder Shares, EBC Founder Shares, Private Placement Units, working capital units (if any), and their underlying securities are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for resale.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the

underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments,

if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled

to a cash underwriting discount of $ 0.20 per Unit, or $ 2,000,000 in the aggregate, which was paid at the closing of the Initial Public

The Company granted the underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 2,300,000 in the aggregate, which was paid at the closing of the Initial Public Offering and the over-allotment option, as applicable.

Business Combination Marketing Agreement

The Company has engaged

EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss

the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested

in purchasing its securities in connection with its Business Combination and assist with press releases and public filings in connection

with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation of its Business Combination

in an amount equal to 3.5 % of the gross proceeds of the Initial Public Offering.

In addition, the Company will pay EBC a cash fee in

an amount equal to 1.0 % of the total consideration payable in the Business Combination if it introduces the Company to the target business

with whom it completes an Business Combination;

provided that the foregoing fee will not be paid prior to the date that is 60 days

from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’

compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its Business Combination and assist with press releases and public filings in connection with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation of its Business Combination in an amount equal to 3.5 % of the gross proceeds of the Initial Public Offering.

In addition, the Company will pay EBC a cash fee upon the consummation of its Business Combination in an amount equal to 1.0 % of the total consideration payable in the Business Combination if EBC introduces the Company to the target business with whom it completes a Business Combination.

Risks and Uncertainties

The United States and

global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine

conflict, the recent escalation of the Israel-Hamas conflict as well as market uncertainty as a result of the enactment of new global

tariff policies by current United States administration.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom,

the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military

aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine

by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the

future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries

have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact

of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity

prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally,

any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets.

Any of the above-mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, as well as any trade wars

or political instability, could adversely affect the Company’s search for an Business Combination and any target business with

which the Company may ultimately consummate an Business Combination.

SHAREHOLDERS’ EQUITY (DEFICIT)

Preference Shares — The

Company is authorized to issue 100,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and

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

At September 30, 2025

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

Ordinary Shares — The

Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares were entitled

to one vote for each share.

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

of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended

and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock

exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted

on by the shareholders.

Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the amended

and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of

association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the

election of directors.

After completion of the Business Combination, the holders of more than 50 % of the shares voted for the election

of directors can elect all of the directors.

The shareholders are entitled to receive ratable dividends when, as and if declared by the

board of directors out of funds legally available therefor.

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive

one-tenth (1/10) of one ordinary share upon consummation of the Business Combination.

The Company will not issue fractional shares in

connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed

in accordance with the applicable provisions of Cayman Islands law.

In the event the Company is not the surviving company upon completion

of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive

the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination.

If the Company is unable

to complete the Business Combination within the required time period and the Company will redeem the public shares for the funds held

in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Management continues to evaluate the impact of the Russia-Ukraine conflict, Israel-Hamas and Israel-Hezbollah conflicts, United States-Iran-Israel conflict, and other hostilities in the Middle East, Southwest Asia and globally, as well as market uncertainty as a result of the enactment of new global tariff policies, and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of operations, search for a target company or completion of its Business Combination, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russia-Ukraine conflict, Israel-Hamas and Israel-Hezbollah conflicts, United States-Iran-Israel conflict, and other hostilities in the Middle East, Southwest Asia and globally, and subsequent sanctions, military actions or other related actions, as well as any trade wars or political instability, could adversely affect the Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business Combination.

SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 100,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares were entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, 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 of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders.

Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the election of directors.

After completion of the Business Combination, the holders of more than 50 % of the shares voted for the election of directors can elect all of the directors.

The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law.

In the event the Company is not the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination.

If the Company is unable to complete the Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

The following table presents

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,

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

Marketable securities held in Trust Account 1 $ 121,816,078

$ 119,600,533

Level December 31,

Marketable securities held in Trust Account 1 $ 120,754,293

$ 115,926,937

SEGMENT INFORMATION

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business

activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is

regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess

The Company’s chief

operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results,

and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

management has determined that there is only one reportable segment.

TAVIA ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The CODM assesses performance

for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations

as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s

performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss

and total assets, which include the following:

September 30,

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

2026 December 31,

Cash and cash equivalents $ 344,032 $ 229,625

Marketable securities held in Trust Account $ 121,816,078 $ 120,754,293

$ 119,600,533

$ 115,926,937

For the Three Months Ended

September 30,

March 31, For the

General and administrative costs $ 240,076 $ 241,391

Interest earned on marketable securities held in Trust Account $ 1,061,785 $ 1,215,702

The CODM reviews interest

earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the

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.

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the 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 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 unaudited condensed 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 unaudited condensed statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent

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, 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.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

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 April 28, 2026, the Company filed a preliminary proxy statement in connection with a possible extension of the period of time in which the Company must consummate the Business Combination from June 5, 2026 to March 5, 2027, or such earlier date as determined by the Company’s 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 the Company’s shareholders.

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