{"url_path":"/sec/tavi/8-k/2026-07-13/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 ** **Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/2020385/0001213900-26-077643-index.html","accession_number":"0001213900-26-077643","cik":"0002020385","ticker":"TAVI","issuer_name":"Tavia Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2020385/0001213900-26-077643-index.html","primary_entity_key":"0002020385","primary_entity_name":"Tavia Acquisition Corp."},"word_count":1438,"has_tables":true,"body_markdown":"**Item 7.01.** **Regulation FD Disclosure.**\n\n \n\nOn\nJuly 13, 2026, Tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Vita Inclinata Technologies,\nInc. (“Vita”) issued a press release announcing that they have entered into a non-binding letter of intent for a\nproposed business combination. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.\n\n \n\nNo\nassurances can be made that the Company and Vita will successfully negotiate and enter into a definitive agreement, or that the proposed\nbusiness combination will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject\nto completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction\nof the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary closing conditions.\n\n \n\nThe\ninformation in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18\nof the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,\nand shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,\nor the Exchange Act, regardless of any general incorporation language in such filings.\n\n \n\n**Additional Information\nand Where to Find It**\n\n \n\nIf\na definitive agreement is entered into in connection with the proposed business combination, a newly formed holding company, Vita or the\nCompany will prepare a registration statement on Form S-4, which will include a preliminary proxy statement of the Company containing\ninformation about the proposed business combination and the respective businesses of the Company and Vita, as well as the prospectus relating\nto a potential newly formed holding company’s securities to be issued in connection with the completion of the proposed business\ncombination, including a proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission (“SEC”).\nIf a definitive agreement is executed and after the registration statement is declared effective, the proxy statement/prospectus will\nbe mailed to the Company’s shareholders. The Company urges investors and other interested persons to read, when available, the proxy\nstatement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about\nthe proposed business combination. Such persons can also read the Company’s reports filed with the SEC for a description of the\nsecurity holdings of its officers and directors and their respective interests as security holders in the consummation of the proposed\ntransactions described herein. The proxy statement/prospectus and the Company’s reports, once available, can be obtained, without\ncharge, at the SEC’s website (http://www.sec.gov).\n\n \n\n**Participants in the\nSolicitation**\n\n \n\nThe\nCompany, or a newly formed holding company, Vita and their respective directors, executive officers and other members of their management\nand employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in\nconnection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names,\naffiliations and interests of the Company’s directors and officers in the Company’s reports filed with the SEC. Information\nregarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders\nin connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination\nwhen available. Information concerning the interests of Vita’s and the Company’s participants in the solicitation, which may,\nin some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus\nrelating to the proposed business combination when it becomes available.\n\n** **\n\n****\n\n1\n\n \n\n** **\n\n**Forward-Looking Statements:**\n\n \n\nThis\nCurrent Report on Form 8-K and the exhibit hereto include “forward-looking statements” with respect to the Company and Vita.\nAll information in this press release concerning Vita has been provided solely by Vita and has not been independently verified by the\nCompany, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation to\nupdate the information in this press release, except as required by law. The expectations, estimates, and projections of the businesses\nof Vita and the Company may differ from their actual results and consequently, you should not rely on these forward-looking statements\nas predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”\n“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”\n“should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions\nare intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with\nrespect to the execution and delivery of a definitive agreement with respect to the proposed business combination, expectations with respect\nto future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions\nto the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements\ninvolve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of\nthese factors are outside of the control of Vita and the Company and are difficult to predict. Factors that may cause such differences\ninclude, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination\nof the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that\nthe terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially\nfrom the terms and conditions set forth in the letter of intent; (2) the outcome of any legal proceeding that is ongoing or may be instituted\nagainst the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto;\n(3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Vita\nand the Company or other conditions to closing; (4) the inability to obtain or maintain the listing of the post-acquisition company’s\nsecurities on the Nasdaq Stock Market LLC, the New York Stock Exchange, or another national securities exchange following the proposed\nbusiness combination; (5) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement\nand consummation of the proposed business combination; (6) the ability to recognize the anticipated benefits of the proposed business\ncombination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth\nprofitably and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations;\nand (9) risks related to Vita’s business; (10) the “Risk Factors” sections of the most recent Annual Report on Form\n10-K filed with the SEC by the Company; other risks and uncertainties included in documents filed or to be filed with the SEC by Vita\nand the Company. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements,\nwhich speak only as of the date made. Vita and the Company do not undertake or accept any obligation or undertaking to release publicly\nany updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions,\nor circumstances on which any such statement is based, except as required by law. Past performance by Vita’s or the Company’s\nmanagement teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance\non the historical record of the performance of Vita’s or the Company’s management teams or businesses associated with them\nas indicative of future performance of an investment or the returns that Vita or the Company will, or are likely to, generate going forward.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis\nCurrent Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect\nto any securities or in respect of the proposed business combination. This Current Report on Form 8-K and the exhibit hereto shall also\nnot constitute an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation\nof any vote or approval in any jurisdiction pursuant to or in connection with the proposed business combinations or otherwise, nor shall\nthere be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration\nor qualification under the securities laws of any such jurisdiction."}