Tavia Acquisition Corp. 10-Q

Item 1A. Risk Factors Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. As of the date of this Quarterly Report, except as set forth below, there have been no material changes to the risk factors disclosed in such Annual Report on Form 10-K. Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global 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. The United States and global markets are experiencing volatility and disruption following the geopolitical instability 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. In response to the ongoing Russia-Ukraine conflict, 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 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 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, Russia, Iran, China 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. companies. Additionally, any resulting sanctions or military actions, including through naval blockades, drone warfare or conventional warfare, or other related actions, 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 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 our search for an initial Business Combination and any target business with which we may ultimately consummate an initial Business Combination. The extent and duration of the ongoing conflicts, resulting sanctions or military actions, and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions or military actions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in our filings with the SEC. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. Trade policies that restrict imports or increase import tariffs may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-combination company. There have been significant changes and proposed changes in recent years to United States trade policies, tariffs, and treaties affecting imports. Any significant increases in tariffs on a broad array of important goods or materials could negatively affect our ability to complete our initial Business Combination. In response to the tariffs announced by the United States, other countries have imposed or proposed additional tariffs on certain exports from the United States. There is current uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs and we cannot predict whether, and to what extent, United States trade policies will change in the future, including as a result of changes by the current United States presidential administration. 21 Such tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods, or foreign businesses’ reliance on sales into the United States). Inversely, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on an affected post-combination company. There is also the possibility that the business prospects of a particular target for a Business Combination could change after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that business combination agreement at that time. These factors could affect our selection of a Business Combination target. We may not be able to adequately address the risks presented by these tariffs and other potential trade policy changes. If we are unable to do so, we may be unable to complete an initial Business Combination with an affected target or, if we complete such combination, the combined company’s operations and financial results might suffer, either of which may adversely impact its results of operations and financial condition.