Fog Cutter's Wiederhorn Installs FAT Brands Alumni to Run SPAC Targeting Vita Inclinata
Company Background
Tavia Acquisition Corp. is a Cayman Islands SPAC that listed on Nasdaq to acquire a private business. Its trust account held roughly $122 million at IPO in December 2024, but mass redemptions at the June 2026 extension vote — 7,167,225 shares at approximately $10.66 per share, totalling about $76.4 million — cut that balance to roughly $46.2 million. To survive, shareholders extended the business-combination deadline from June 5, 2026 to March 5, 2027.
The extension came with a cost: the original sponsor, Singapore-based Tavia Sponsor Pte. Ltd., committed to contributing up to $60,000 per month to the trust account, funded through an unsecured promissory note of up to $540,000 issued to the sponsor in June 2026. In February 2026, the company also drew on a separate $300,000 promissory note issued to EarlyBirdCapital, the IPO underwriter representative.
On July 13, 2026, Tavia and Vita Inclinata Technologies signed a non-binding letter of intent for a business combination that would value Vita at a pre-money enterprise value of $450 million — contingent on Vita completing a pending strategic acquisition in the defense and industrials market. The LOI included a 45-day exclusivity period and management at the time said it expected a definitive agreement within 30 days.
What Was Disclosed
Fog Cutter Holdings LLC, a Delaware limited liability company, purchased 2,243,333 ordinary shares and 249,107 private units from Tavia Sponsor Pte. Ltd. under a Purchase and Sponsor Handover Agreement signed September 29, 2026. The transaction was approved by the board the same day and closed October 1, 2026, making Fog Cutter the new sponsor. The original sponsor retained 1,500,000 ordinary shares. No purchase price was disclosed.