Tavia Acquisition Form 3 / Kanat Mynzhanov ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mynzhanov Kanat

(Last)

(First)

(Middle)

C/O TAVIA ACQUISITION CORP.

850 LIBRARY AVENUE, SUITE 204

(Street)

NEWARK

91711

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2024

3. Issuer Name and Ticker or Trading Symbol
Tavia Acquisition Corp. [ TAVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	3,968,333⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Private Rights	⁽³⁾	⁽³⁾	Ordinary Shares	22,500	0	D

Explanation of Responses:

1. Tavia Sponsor Pte. Ltd., the sponsor of the issuer (the "Sponsor") is the record holder of the shares reported herein. Kanat Mynzhanov indirectly controls the Sponsor and may be deemed to beneficially own the securities held by the Sponsor. Mr. Mynzhanov owns a membership interest in the Sponsor, which directly owns shares of the Issuer's ordinary shares and, as a result thereof, holds an indirect pecuniary interest in certain of the securities held by the Issuer.

2. Including (i) 3,743,333 ordinary shares of the Issuer acquired by the Sponsor prior to the initial public offer (the "IPO") including up to 500,000 ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part; and (ii) up to 225,000 ordinary shares of the Issuer underlying the private units ("Private Units") to be purchased by the Sponsor in a private placement simultaneously with the consummation of the IPO. Each Private Unit consists of one ordinary share and one right, with each right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination.

3. As described in the Form of Rights Agreement between the Issuer and Continental Stock Transfer & Trust Company, and filed as Exhibit 4.3 to the Registration Statement, the private rights will automatically convert into one-tenth (1/10) of one ordinary share upon the completion of an initial business combination.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Jason T. Simon, as Attorney-in-Fact	12/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Tavia Acquisition (TAVI) Form 3Tavia Acquisition / Kanat Mynzhanov ownership change