Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 2

For the quarterly period ended July 31, 2011

OR

For the transition period from              to             

Commission File Number: 001-35248

TEAVANA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

3630 Peachtree Rd., Suite 1480

Atlanta, GA 30326

(Address of principal executive offices)

(404) 995-8200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares of the registrant’s common stock, $0.00003 par value, outstanding as of September 7, 2011 was 38,093,163 shares.

Table of Contents

TEAVANA HOLDINGS, INC.

TABLE OF CONTENTS

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Teavana Holdings, Inc. (the “Company”) for the quarterly period ended July 31, 2011, originally filed on September 13, 2011 (the “Existing Filing”), as amended by Amendment No. 1 on Form 10-Q/A filed on September 20, 2011 (the “Amended Filing”). The Company is filing this Amendment to correct the number of outstanding shares of its common stock set forth on the cover page of the Amended Filing, which inadvertently omitted 1,280,771 shares of the Company’s common stock that were issued in connection with the completion of the Company’s initial public offering on August 2, 2011 through the issuance of primary shares and shares sold by selling stockholders of the Company as a result of option exercises. The correct number of outstanding shares of common stock as of September 7, 2011 is 38,093,163 shares as set forth on the cover page of this Amendment, correcting and increasing the outstanding share count of 36,812,392 disclosed in the Amended Filing by 1,280,771 shares. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, the Company is including with this Amendment certain currently dated certifications.

Except for the one change described above, no other changes have been made to the Amended Filing. This Amendment continues to speak as of the date of the Existing Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the Existing Filing.

Part II – Other Information

Item 6 – Exhibits

2

Table of Contents

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

3