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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2025-11-12 · 118 added, 89 removed, 98 unchanged (68% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

References in this report

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Tavia Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors, references to the

“Sponsor” refer to Tavia Sponsor PTE.

LTD., and references to “EBC” refers to EarlyBirdCapital, Inc.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

(the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to Tavia

Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors,

references to the “Sponsor” refer to Tavia Sponsor Pte.

Ltd., and references to “EBC” refer to EarlyBirdCapital,

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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will be successful.

Recent Developments

Subsequent to the period

covered by this Quarterly Report, on April 28, 2026, we filed a preliminary proxy statement in connection with a possible extension of

the period of time in which we must consummate an initial Business Combination from June 5, 2026 to March 5, 2027, or such earlier date

as determined by our 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 our shareholders.

Results of Operations

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in any operations nor generated any operating revenues to date.

Our only activities from March 7, 2024 (inception) through September

30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below.

We do not expect

to generate any operating revenues until after the completion of our Business Combination.

We expect to generate non-operating income

in the form of interest income on marketable securities held after the Initial Public Offering.

We expect that we will incur increased

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due

diligence expenses in connection with searching for, and completing, a Business Combination.

Our only activities from March 7, 2024 (inception) through March

31, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, subsequent

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

We do not expect to generate any operating revenues

until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable

securities held after the Initial Public Offering.

We have incurred and expect to continue to incur increased expenses as a result of

being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in

connection with searching for, and completing, a Business Combination.

For the three months ended

September 30, 2025, we had net income of $1,012,606, which consisted of interest earned on marketable securities held in Trust Account

of $1,236,605, offset by general and administrative costs of $223,999.

For the nine months ended

September 30, 2025, we had net income of $2,632,737, which consisted of interest earned on marketable securities held in Trust Account

of $3,673,596, offset by general and administrative costs of $1,040,859.

March 31, 2026, we had net income of $821,709, which consisted of interest earned on marketable securities held in Trust Account of $1,061,785,

offset by general and administrative costs of $240,076.

For the three months ended

September 30, 2024, we had net loss of $76,777, which consisted of general and administrative costs.

For the period from March

7, 2024 (Inception) through September 30, 2024, we had net loss of $161,997, which consisted of general and administrative costs.

March 31, 2025, we had net income of $974,311, which consisted of interest earned on marketable securities held in Trust Account of $

1,215,702, offset by general and administrative costs of $241,391.

Liquidity and Capital Resources

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Unit in a private placement to the Sponsor and EBC, generating gross proceeds of $3,500,000.

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.

We incurred $3,605,995

in Initial Public Offering related cost, consisting of $2,300,000 of cash underwriting fee and $1,305,995 of other offering costs.

On December 9, 2024, the

underwriters notified us 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, and a portion of the net proceeds from the sale of the private placement units, was placed in the Trust Account.

For the nine months ended

September 30, 2025, cash used in operating activities was $545,562.

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.

We incurred $3,605,995 in Initial Public Offering related cost, consisting of $2,300,000 of cash underwriting fee and $1,305,995 of other

offering costs.

On December 9, 2024,

the underwriters notified us 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, we 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, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account.

For the three months ended

March 31, 2026, cash used in operating activities was $110,593.

Net income of $821,709 was a result of interest earned on marketable

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Changes in operating assets and liabilities provided $129,483 of cash for operating

For the period from March

7, 2024 (Inception) through September 30, 2024, cash used in operating activities was $0.

Net loss of $161,997 was a result of payment

of formation costs through issuance of founder shares of $8,027 and payment of operation costs through promissory note of $123,103.

in operating assets and liabilities provided $30,867 of cash for operating activities.

As of September 30, 2025,

we had marketable securities held in the Trust Account of $119,600,533 (including approximately $4,025,533 of interest income).

For the three months ended

March 31, 2025, cash used in operating activities was $248,029.

Net income of $974,311 was a result of interest earned on marketable

securities held in the Trust Account of $1,215,702.

Changes in operating assets and liabilities used $6,638 of cash for operating activities.

As of March 31, 2026, we

had marketable securities held in the Trust Account of $121,816,078 (including approximately $6,241,078 of interest income).

to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account,

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capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2025,

we had cash of $358,097 and working capital deficit of $872,273.

We intend 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,

As of March 31, 2026, we

had cash of $344,032 and working capital deficit of $1,293,441.

We intend 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

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our Trust Account would be used for such repayment.

We believe we will

need to raise additional funds in order to meet the expenditures required for operating our business for at least the next 12 months.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because

we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we

may issue additional securities or incur debt in connection with such Business Combination.

We believe we will need

to raise additional funds in order to meet the expenditures required for operating our business for at least the next 12 months.

we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt

in connection with such Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions

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We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of

$10,000 per month for certain utilities and administrative support services.

We began incurring these fees on December 3, 2024 and will

continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor an

aggregate of $10,000 per month for certain utilities and administrative support services.

We began incurring these fees on December 3,

2024 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Underwriting Agreement

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

We have engaged EarlyBirdCapital,

(“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.

Critical Accounting Policies

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

Offering and the over-allotment option, as applicable.

Business Combination

Marketing Agreement

We have engaged EBC as an

advisor in connection with our Business Combination to assist us in holding meetings with our shareholders to discuss the potential Business

Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities

in connection with our Business Combination and assist with press releases and public filings in connection with our Business Combination.

We will pay EBC a cash fee for such services upon the consummation of our Business Combination in an amount equal to 3.5% of the gross

proceeds of the Initial Public Offering.

In addition, we will pay EBC a cash fee upon the consummation of our Business Combination in

an amount equal to 1.0% of the total consideration payable in our Business Combination if EBC introduces us to the target business with

whom we complete a Business Combination.

Promissory Notes

On March 7, 2024, we

issued the Promissory Note to the Sponsor, pursuant to which, as amended on July 24, 2024, we 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, we amended and restated the Promissory 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 we complete a Business Combination and

(ii) the date our wind up 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, there was $500,000 outstanding under the Second Amended and Restated Note.

On February 2, 2026, we

issued the EBC Note to EBC.

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

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 we do not consummate a Business

Combination, we may use a portion of any funds held outside the Trust Account into which we 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, there was $300,000 outstanding under the EBC Note.

Critical Accounting Policies and Estimates

The preparation of unaudited

condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States

of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the

periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies

Ordinary Shares Subject to Possible

and estimates:

Ordinary Shares Subject to Redemption

We account for our ordinary

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Accordingly, ordinary shares subject to possible redemption

are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of our balance sheets.

are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.

Net Income Per Ordinary Share

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that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our

financial statements.

unaudited condensed financial statements.

Quantitative and Qualitative

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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 2. Management’s Discussion and Analysis