SecProbe.io

July 2, 2024
Kanat Mynzhanov
Chief Executive Officer
Tavia Acquisition Corp.
850 Library Avenue, Suite 204
Newark, DE 19711
Re:Tavia Acquisition Corp.
Registration Statement on Form S-1
Filed June 17, 2024
File No. 333-280275
Dear Kanat Mynzhanov:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 11, 2024 letter.
Registration Statement on Form S-1 filed June 17, 2024
General
1.We note your response to prior comment 1. Please revise and advise to more clearly
explain the mechanics of any shareholder vote in the event you seek shareholder approval
of your initial business combination. More specifically, we note your disclosure that your
ordinary shares and convertible preferred shares will generally vote together as a single
class, and that you "will complete [y]our initial business combination only if a majority of
the outstanding ordinary shares and convertible preferred shares, including a majority of
the issued and outstanding ordinary shares, voted are voted in favor of the business
combination." However, it is unclear how such a vote would comply with Nasdaq Rule
IM-5101-2(d).
In addition, as previously requested in prior comment 1, please tell us how the redemption
rights applicable to your convertible preferred shares comply with Nasdaq Rule IM-5101-
2(d), which states that "[i]f a shareholder vote on the business combination is held, public 2.

July 2, 2024
Page 2
Shareholders voting against a business combination must have the right to convert their
shares of common stock into a pro rata share of the aggregate amount then in the deposit
account . . . if the business combination is approved and consummated." In this regard, we
note your disclosure that the convertible preferred shares have the same redemption rights
as the ordinary shares.
The Offering, page 11
3.We partially reissue prior comment 4. We note the disclosure on page 30 that you
structured each unit to increase the likelihood that holders will not exercise their
redemption rights in connection with your initial business combination and maximize the
funds available to be used post business combination. However, the convertible preferred
shares have a conversion price of $11.50 per share to convert into ordinary shares and you
disclose that the dividends on the preferred shares are not guaranteed and are subject to
uncertainty, as the terms of the preferred shares may be amended in connection with your
business combination. Furthermore, the preferred shares have the same $10 redemption
rights as the ordinary shares, yet it appears that the preferred shares would be valued less
due to the conversion price. Please clarify. Please also clarify whether the conversion
price is paid in cash.
Risk Factors, page 30
4.Please add risk factor disclosure to address the warrant agreement's exclusive forum
provision.
Exhibits
5.Please revise the filing fee table filed as Exhibit 107 to register the ordinary shares
underlying the preferred stock and the warrants included as part of the units, as the
preferred stock is convertible after the initial business combination and the warrants will
become exercisable 30 days after the completion of an initial business combination, which
may be within one year. Refer to Securities Act Sections Compliance and Disclosure
Interpretation 103.04 for guidance. Please also revise the legality opinion to opine upon
the ordinary shares underlying the preferred stock.
6.Please revise Exhibits 5.1 and 5.2 to include the address of counsel providing the opinion,
as required by Schedule A(23) to the Securities Act of 1933. In addition, please confirm
that you will provide the dated and executed legality opinions in a pre-effective
amendment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

July 2, 2024
Page 3
            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.