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June 11, 2024
Kanat Mynzhanov
Chief Executive Officer
Tavia Acquisition Corp.
850 Library Avenue, Suite 204
Newark, DE 19711
Re:Tavia Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted May 15, 2024
CIK No. 0002020385
Dear Kanat Mynzhanov:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted May 15, 2024
General
1.We note your disclosure that if you seek shareholder approval, you will complete your
initial business combination only if a majority of the issued and outstanding ordinary
shares and convertible preferred shares voted are voted in favor of the business
combination and that the redemption rights apply to all public shares, which includes
ordinary shares and convertible preferred shares. Please advise to clarify how this is
consistent with the Nasdaq listing requirement relating to the voting rights and redemption
rights of common stock holders as set forth in IM-5101-2(d).

 FirstName LastNameKanat Mynzhanov
 Comapany NameTavia Acquisition Corp.
 June 11, 2024 Page 2
 FirstName LastName
Kanat Mynzhanov
Tavia Acquisition Corp.
June 11, 2024
Page 2
Summary
Our Company, page 2
2.On page 2 where you discuss the prior SPAC/de-SPAC experience of your management
team, and elsewhere as appropriate, please disclose the current trading price of the post-
combination publicly listed entity's common stock.
Initial Business Combination, page 7
3.Please revise to disclose the fees EBC will receive pursuant to the Business Combination
Marketing Agreement.
The Offering, page 11
4.Please clarify how the way you structured each unit is expected "to increase the likelihood
that holders will not exercise their redemption rights in connection with our initial
business combination." Please also provide additional disclosure of the material terms of
the convertible preferred shares, including the redemption rights, how the trust will be
allocated among the ordinary and preferred shares, and the conversion feature, including
whether shareholders have to pay for the conversion feature. Please also highlight
throughout the prospectus, including the cover page, the significant uncertainties relating
to the dividend rights associated with the convertible preferred shares such as the ability to
change the terms in connection with the initial business combination, the current lack of
information about a potential business combination and whether the post-combination
company will be able to pay such dividends, and the potential to pay the dividends in kind
and the additional dilutive pressures associated with such issuances.
Manner of conducting redemptions, page 20
5.We note that if you seek shareholder approval of your business combination, each
public shareholder may elect to redeem its public shares irrespective of whether it votes
for or against the proposed transaction. Please revise to disclose whether each public
shareholder also may elect to redeem its public shares if it abstains from voting.
Risk Factors Summary, page 27
6.Please limit this section to no more than 2 pages. See Item 105(b) of Regulation S-K.
Risk Factors
Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business
Combination, page 31
7.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to

 FirstName LastNameKanat Mynzhanov
 Comapany NameTavia Acquisition Corp.
 June 11, 2024 Page 3
 FirstName LastName
Kanat Mynzhanov
Tavia Acquisition Corp.
June 11, 2024
Page 3
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of (i) the investment
opportunity in a target company, (ii) any price appreciation in the combined company, (iii)
the warrants, which would expire worthless, and (iv) the convertible preferred shares.
8.Please revise the last sentence of the risk factor on page 35 regarding the excise tax to
clarify that non-redeeming shareholders may have to economically bear the impact of
such excise tax.
General Risk Factors, page 58
9.Where you disclose the risk that you may be considered to be operating as an unregistered
investment company, please confirm that if your facts and circumstances change over
time, you will update your disclosure to reflect how those changes impact the risk that you
may be considered to be operating as an unregistered investment company.
Management, page 101
10.Please revise to provide all of the information required by Item 401 of Regulation S-K,
including, for each director or person nominated or chosen to become a director, a brief
discussion of the specific experience, qualifications, attributes or skills that led to the
conclusion that the person should serve as a director.
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason Simon, Esq.