SecProbe.io

October 9, 2024
Kanat Mynzhanov
Chief Executive Officer
Tavia Acquisition Corp.
850 Library Avenue, Suite 204
Newark, DE 19711
Re:Tavia Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed September 6, 2024
File No. 333-280275
Dear Kanat Mynzhanov:
            We have reviewed your amended 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 August 23, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed September 6, 2024
General
We note your response to prior comment 1, including removing the registration of the
convertible preferred securities from your registration statement. We also note,
however, that the Class P ordinary shares will be automatically convertible into
convertible preferred shares in connection with the initial business combination,
which may occur within one year. Given that the Class P ordinary shares may convert
automatically into convertible preferred shares within one year of registration, please
register the underlying shares of convertible preferred and the class A ordinary shares
underlying the convertible preferred shares in accordance with Securities Act Sections
C&DI Question 103.04.
 1.

October 9, 2024
Page 2
Further, we continue to note your disclosure that the terms of the convertible preferred
shares may be changed before their issuance, including that “the terms of the
convertible preferred shares may be amended in connection with [the] initial business
combination” and that you “might also consider amending the terms of the convertible
preferred shares, including with respect to dividend rate or conversion price, if [you]
believe it would make the consummation of the business combination more likely or
reduce the number of public shares being redeemed in connection with such business
combination.” Please disclose all material required information regarding the terms of
the underlying convertible preferred shares and their conversion into Class A ordinary
shares that investors would need to make an informed investment decision. If you are
unable to disclose all material terms of the convertible preferred shares in your
registration statement, please revise the terms of your offering accordingly.
2.We note your response to prior comment 2. To the extent that the Class P ordinary
shares continue to be offered and sold as part of this offering and will be listed prior to
the issuance of the convertible preferred shares, we continue to consider your
response to prior comment 2 and how the listing of the Class P ordinary shares would
comport with the Nasdaq Global Market’s requirements for convertible securities.
Cover Page
3.We note your response to prior comment 4. As previously requested, please revise to
identify your principal executive office, rather than the address of your agent for
service of process.
Permitted Purchases of Our Securities, page 88
4.We note the revisions to the agreement filed as Exhibit 10.1 made in response to prior
comment 5. Please revise the disclosure to clearly reflect the restrictions on voting as
set forth in the agreement.
            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.