Tavia Acquisition Corp

This management proposal asks shareholders to approve, by special resolution, amendments to the Company’s Articles to extend the deadline to complete an initial business combination from the Current Termination Date (June 5, 2026) to March 5, 2027 (or earlier date as determined by the Board), and to change related trust-account and redemption mechanics. Management seeks shareholder approval because the Board believes additional time is necessary to consummate a transaction given ongoing discussions with a target; approval is a condition to implementing the Extension and to instructing the trustee to remove the pro rata Withdrawal Amount for redeeming public shareholders. The amendment reduces the interest amount the Company may withdraw for liquidation expenses (from up to $100,000 to up to $50,000) if the Extension is implemented, and conditions monthly sponsor contributions (the lesser of $60,000 or $0.03 per public share) to the Extension; such contributions will be evidenced by non-interest-bearing promissory notes repayable only upon consummation of a business combination. The Extension preserves public shareholders’ statutory redemption rights and requires that public shareholders who wish to redeem must tender shares at least two business days before the meeting; however, redemptions will reduce the amount in the trust account available to complete a business combination and could increase insiders’ percentage ownership. The proposal is procedurally significant because it requires a two-thirds affirmative vote and, if not approved, will result in liquidation if no business combination is completed by the Current Termination Date. Key risks include the possibility that sponsor contributions may not be made, potential claims against the trust account that reduce liquidation proceeds, adverse effects on Nasdaq continued listing if large redemptions occur, and the sponsor’s indemnity limitations; the board believes the benefits of having time to complete a transaction outweigh these risks. The Board unanimously recommends voting FOR, citing the need to provide shareholders the opportunity to consider an attractive potential business combination while preserving redemption rights.

This management proposal requests an ordinary majority vote to authorize the chairman to adjourn the Extraordinary General Meeting to one or more later dates or indefinitely if necessary to permit additional solicitation of proxies or if the Board otherwise determines adjournment is required. Management intends to present this proposal only under the circumstances described (i.e., if there are insufficient votes to approve the Articles Amendment Proposal or the Board deems adjournment necessary), so it functions as a procedural backstop enabling the company to continue proxy solicitation without having to reconvene a new meeting. Approval reduces the risk that the meeting will fail to obtain the votes needed for the Article amendment by allowing additional outreach to public shareholders and broker-dealers, but it also may lengthen the period before a final outcome is reached and prolong uncertainty for investors. The adjournment mechanism is commonly used in SPAC extension votes to allow time to solicit outstanding proxies, facilitate additional communications with redeeming or voting shareholders, and, if necessary, comply with procedural or regulatory timing requirements. Shareholders should note that broker non-votes and abstentions count for quorum purposes but do not count as votes cast; the adjournment, if used to solicit more votes, could change the composition of holders voting or redeeming and thereby affect the likelihood of approval. The proposal requires a simple majority to pass and the Board unanimously recommends a "FOR" vote to preserve flexibility to complete the voting process if initial vote totals are insufficient.