United States securities and exchange commission logo





                             June 11, 2024

       Kanat Mynzhanov
       Chief Executive Officer
       Tavia Acquisition Corp.
       850 Library Avenue, Suite 204
       Newark, DE 19711

                                                        Re: Tavia Acquisition
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 15,
2024
                                                            CIK No. 0002020385

       Dear Kanat Mynzhanov:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1 submitted May 15, 2024

       General

   1.                                                   We note your disclosure
that if you seek shareholder approval, you will complete your
                                                        initial business
combination only if a majority of the issued and outstanding ordinary
                                                        shares and convertible
preferred shares voted are voted in favor of the business
                                                        combination and that
the redemption rights apply to all public shares, which includes
                                                        ordinary shares and
convertible preferred shares. Please advise to clarify how this is
                                                        consistent with the
Nasdaq listing requirement relating to the voting rights and redemption
                                                        rights of common stock
holders as set forth in IM-5101-2(d).
 Kanat Mynzhanov
FirstName  LastNameKanat Mynzhanov
Tavia Acquisition Corp.
Comapany
June       NameTavia Acquisition Corp.
     11, 2024
June 11,
Page 2 2024 Page 2
FirstName LastName
Summary
Our Company, page 2

2.       On page 2 where you discuss the prior SPAC/de-SPAC experience of your
management
         team, and elsewhere as appropriate, please disclose the current
trading price of the post-
         combination publicly listed entity's common stock.
Initial Business Combination, page 7

3.       Please revise to disclose the fees EBC will receive pursuant to the
Business Combination
         Marketing Agreement.
The Offering, page 11

4.       Please clarify how the way you structured each unit is expected "to
increase the likelihood
         that holders will not exercise their redemption rights in connection
with our initial
         business combination." Please also provide additional disclosure of
the material terms of
         the convertible preferred shares, including the redemption rights, how
the trust will be
         allocated among the ordinary and preferred shares, and the conversion
feature, including
         whether shareholders have to pay for the conversion feature. Please
also highlight
         throughout the prospectus, including the cover page, the significant
uncertainties relating
         to the dividend rights associated with the convertible preferred
shares such as the ability to
         change the terms in connection with the initial business combination,
the current lack of
         information about a potential business combination and whether the
post-combination
         company will be able to pay such dividends, and the potential to pay
the dividends in kind
         and the additional dilutive pressures associated with such issuances.
Manner of conducting redemptions, page 20

5.       We note that if you seek shareholder approval of your business
combination, each
         public shareholder may elect to redeem its public shares irrespective
of whether it votes
         for or against the proposed transaction. Please revise to disclose
whether each public
         shareholder also may elect to redeem its public shares if it abstains
from voting.
Risk Factors Summary, page 27

6.       Please limit this section to no more than 2 pages. See Item 105(b) of
Regulation S-K.
Risk Factors
Risks Related to our Search for, Consummation of, or Inability to Consummate, a
Business
Combination, page 31

7.       With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
 Kanat Mynzhanov
Tavia Acquisition Corp.
June 11, 2024
Page 3
      complete an initial business combination with a U.S. target company
should the
      transaction be subject to review by a U.S. government entity, such as the
Committee on
      Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
      as a result, the pool of potential targets with which you could complete
an initial business
      combination may be limited. Further, disclose that the time necessary for
government
      review of the transaction or a decision to prohibit the transaction could
prevent you from
      completing an initial business combination and require you to liquidate.
Disclose the
      consequences of liquidation to investors, such as the losses of (i) the
investment
      opportunity in a target company, (ii) any price appreciation in the
combined company, (iii)
      the warrants, which would expire worthless, and (iv) the convertible
preferred shares.
8.    Please revise the last sentence of the risk factor on page 35 regarding
the excise tax to
      clarify that non-redeeming shareholders may have to economically bear the
impact of
      such excise tax.
General Risk Factors, page 58

9.    Where you disclose the risk that you may be considered to be operating as
an unregistered
      investment company, please confirm that if your facts and circumstances
change over
      time, you will update your disclosure to reflect how those changes impact
the risk that you
      may be considered to be operating as an unregistered investment company.
Management, page 101

10.   Please revise to provide all of the information required by Item 401 of
Regulation S-K,
      including, for each director or person nominated or chosen to become a
director, a brief
      discussion of the specific experience, qualifications, attributes or
skills that led to the
      conclusion that the person should serve as a director.
       Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
other
questions.



                                                             Sincerely,
FirstName LastNameKanat Mynzhanov
                                                             Division of
Corporation Finance
Comapany NameTavia Acquisition Corp.
                                                             Office of Real
Estate & Construction
June 11, 2024 Page 3
cc:       Jason Simon, Esq.
FirstName LastName