DEF 14A of Tavia Acquisition Corp.

Interests of Our Initial Shareholders, Directors and Officers

Interests of Our Initial Shareholders, Directors and Officers When you consider the recommendation of the Board, you should keep in mind that our initial shareholders, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things: • If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, in accordance with the Articles, the aggregate 3,833,333 founder shares beneficially owned by our initial shareholders, officers, directors and their affiliates and 200,000 EBC founder shares beneficially owned by EBC, which were initially acquired prior to the IPO for an aggregate purchase price of approximately $25,000 and $994, respectively, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will be the aggregate 387,500 private placement units that were acquired in connection with the IPO by our sponsor and EBC for an aggregate purchase price of $3,875,000. Such founder shares, EBC founder shares and private placement units had an aggregate market value of approximately $46,860,830 based on the closing price of our ordinary shares and units of $10.60 and $10.60, respectively, on the Nasdaq Global Market on May 11, 2026; • In connection with the closing of an initial business combination, our sponsor would be entitled to the repayment of any advances and all outstanding amounts under the Amended Sponsor Note. Our sponsor will not have any claim against the trust account with respect to such loans and, accordingly, we may not be able to repay such loans if we do not complete an initial business combination. As of the date of this proxy statement, $500,000 was outstanding under the Amended Sponsor Note; • In connection with the closing of an initial business combination, EBC would be entitled to the repayment of all outstanding amounts under the EBC Note. If we do not complete an initial business combination within the required period, we may use any funds held outside the trust account to repay the EBC Note, but no proceeds held in the trust account would be used to repay such loan. Accordingly, if the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, we may not be able to repay such loan. As of the date of this proxy statement, approximately $300,000 was outstanding under the EBC Note; • Even if the trading price of our ordinary shares was as low as $0.66 per share, the aggregate market value of the founder shares alone (without taking into account the value of the private placement units and excluding any EBC founder shares) would be approximately equal to the initial investment in us by our initial shareholders. As a result, if an initial business combination is completed, our initial shareholders are likely to be able to make a substantial profit on their investment in us even at a time when the ordinary shares have lost significant value. On the other hand, if the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, our initial shareholders will lose their entire investment in us (other than with respect to public shares they have acquired or may acquire); • In connection with the IPO, our sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement; • All rights specified in the Articles relating to the right of officers and directors to be indemnified by us, and of our officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination. If an initial business combination is not approved and we liquidate, we will not be able to perform our obligations to our officers and directors under those provisions; • None of our officers or directors has received any cash compensation for services rendered to us. All of the current members of the Board are expected to continue to serve as directors at least through the date of the Extraordinary General Meeting and may continue to serve following an initial business combination and receive compensation thereafter; • Our sponsor, officers and directors, or any of their respective affiliates, are entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. If the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, they will not have any claim against the trust account for reimbursement. Accordingly, we may not be able to reimburse these expenses if an initial business combination is not completed; and • We have an agreement to pay our sponsor a monthly fee of $10,000 for certain utilities and administrative support until the earlier of the completion of our initial business combination or our liquidation. Accordingly, our sponsor may receive payments for up to an additional nine months if the Articles Amendment Proposal is approved and the Extension is implemented. • We have entered into the BCMA, pursuant to which we will pay EBC (i) a cash fee for certain advisory services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of the IPO, subject to reduction under certain circumstances as set forth in the BCMA, and (ii) a cash fee in an amount equal to 1.0% of the total consideration payable in our initial business combination if EBC introduces us to the target business with whom we complete our initial business combination. If we do not consummate our initial business combination, no such fees will be due or payable to EBC. Accordingly, if the Articles Amendment Proposal is not approved and we do not consummate an initial business combination by the Current Termination Date, EBC will not receive such fees.