SecProbe.io

CORRESP
1
filename1.htm

October
29, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street NE

Washington,
D.C. 20549-3561

Re:
Tavia Acquisition Corp.

Amendment
No. 4 to Registration Statement on Form S-1

Filed
September 6, 2024

File
No. 333-280275

Dear
Mr. Holt:

On
behalf of Tavia Acquisition Corp. (the “Company”), set forth below are the Company’s responses to the comments
of the Staff (the “Staff”) of the Division of Corporation Finance and Office of Real Estate & Construction of
the Securities and Exchange Commission (the “Commission”) in the letter dated October 9, 2024, relating to the Company’s
Amendments No. 4 to the Registration Statement on Form S-1 (File No. 333-280275). An electronic version of Amendment No. 5 (“Amendment
No. 5”) to the Registration Statement has been concurrently filed with the Commission through its EDGAR system. The Registration
Statement, as amended by Amendment No. 5, is referred to as the “Amended Registration Statement.”

For
ease of reference, the text of the comments in the Staff’s letter is reproduced in bold herein. Unless otherwise indicated, all
references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

Amendment
No. 4 to Registration Statement on Form S-1 filed September 6, 2024 General

1. 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.

October
29, 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.

Response:
In response to Staff’s comment, the Company has revised the structure of the offering throughout the Amended Registration Statement.
Pursuant to the revised offering structure, the Company will be offering 10,000,000 units, with each unit consisting of one ordinary
share and one-half of one warrant.

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.

Response:
In response to Staff’s comment, as noted above, the Company has revised the offering structure throughout the Amended Registration
Statement.

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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on the cover page, pages 10 and 97 of the Amended Registration
Statement.

October
29, 2024

Page
3

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.

Response:
In response to Staff’s comment, the Company has revised the disclosure on pages 9, 14, 20, 29, 50, 88 105, 106, 113, and 114 of
the Amended Registration Statement.

If
you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact
the undersigned at (703)749-1386.

    Very
    truly yours,

    GREENBERG
    TRAURIG, LLP.

    By:
    /s/
    Jason Simon

    Jason
    Simon, Esq.

    cc:
    Kanat
    Mynzhanov, Chief Executive Officer, Tavia Acquisition Corp.