UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 19, 2023
Relativity
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41283 |
|
86-3244927 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o 3753 Howard Hughes Pkwy
Suite
200
Las
Vegas, NV 89169
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (888) 710-4420
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| |
|
|
|
|
| Units, each consisting of
one share of Class A common stock, and one redeemable warrant |
|
RACYU |
|
The Nasdaq Stock Market
LLC |
| |
|
|
|
|
| Class A Common Stock, par
value $0.0001 per share |
|
RACY |
|
The Nasdaq Stock Market
LLC |
| |
|
|
|
|
| Redeemable warrants, each
warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
RACYW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
As
previously disclosed by Relativity Acquisition Corp., a Delaware corporation (“Relativity”), in its Current Report
on Form 8-K that was filed with the Securities and Exchange Commission (“SEC”) on February 17, 2023, Relativity entered
into a business combination on February 13, 2023 (the “Business Combination Agreement”) with (i) Relativity Holdings
Inc., a Delaware corporation and a wholly owned subsidiary of Relativity, (ii) Relativity Purchaser Merger Sub Inc., a Delaware corporation
and a wholly owned subsidiary of Pubco, (iii) SVES GO, LLC, a Florida limited liability company, SVES LLC, a Florida limited liability
company, SVES CP LLC, a Florida limited liability company, and SVES Apparel LLC, a Florida limited liability company (together, “SVES”),
(iv) SVGO LLC, ESGO LLC, SV Apparel LLC and ES Business Consulting LLC, (v) Timothy J. Fullum and Salomon Murciano, (vi) Relativity Acquisition
Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (the “Purchaser Representative”),
and (vii) Timothy J. Fullum, in the capacity as the Seller Representative (the “Seller Representative”). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.
On
March 20, 2023, as previously disclosed by Relativity in its Current Report on Form 8-K that was filed with the SEC on March 23, 2023,
Relativity, the Purchaser Representative and the Seller Representative entered into the First Amendment to the Business Combination Agreement
(the “First BCA Amendment”), pursuant to which the parties amended the Business Combination Agreement in order to
extend the Due Diligence Period from 5:00 p.m. on March 15, 2023, to 5:00 p.m. on April 7, 2023.
On
April 19, 2023, Relativity, the Purchaser Representative and the Seller Representative entered into the Second Amendment to the Business
Combination Agreement (the “Second BCA Amendment”) pursuant to which the parties amended the Business Combination
Agreement, as amended, in order (i) to extend the date by which the Seller Representative is required to deliver Audited Company Financials
to Relativity from April 7, 2023 to May 1, 2023, (ii) to extend the Due Diligence Period from 5:00 p.m. on April 7, 2023 to 5:00 p.m.
May 1, 2023 and (iii) in connection with the transactions contemplated by the Business Combination Agreement, to permit Relativity, subject
to receiving any required consent from the holders of Purchaser Public Warrants, to convert the Purchaser Public Warrants into Purchaser
Class A Common Stock in a manner and amount to be specified in the Proxy Statement and approved by the Seller Representative, which Purchaser
Class A Common Stock would be converted automatically into the right to receive one share of Pubco Common Stock at the Closing.
The
foregoing description of the Second BCA Amendment is not complete and is qualified in its entirety by reference to the full
text of the Second BCA Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed by the Company in its Current Report on Form 8-K that was filed with the SEC on January 19, 2023, the Company received
a determination letter (the “Letter”) on January 12, 2023, from the Nasdaq Listing Qualifications staff (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it no longer complied with the requirements of the
Nasdaq continued listing rules (the “Listing Rules”). The Staff cited Listing Rule 5450(b)(2)(B), requiring a minimum of
$50 million Market Value of Listed Securities; Listing Rule 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares; and Listing
Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares. In light of the Company’s non-compliance
with multiple requirements of the Listing Rules, and, given that each of those requirements was related to the security’s liquidity
necessary to maintain a fair and orderly market, the Letter indicated that the Staff had determined to use its authority under Listing
Rule 5101 and had determined to delist the Company’s shares without providing any available 180-day grace periods or offering Relativity
the opportunity to submit a compliance plan for the Staff’s consideration. In addition, on January 11, 2023, the Staff determined
to halt trading in the Company’s securities (the “Trading Halt”).
On
January 19, 2023, the Company requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s
delisting determination. The hearing before the Panel was held on March 2, 2023.
On
April 20, 2023, the Panel issued a decision granting the Company’s request for continued listing. The Panel concluded that, as
of that date, the Company met the requirements of the Listing Rules for continued listing on The Nasdaq Capital Market, and instructed
the Staff to transfer the Company from The Nasdaq Global Market to The Nasdaq Capital Market. However, due to concerns with liquidity
in the Company’s stock, the Panel took no action with respect to the Trading Halt. At this juncture, Relativity has not received
any indication from Nasdaq as to if or when the Trading Halt will be lifted.
Forward-Looking
Statements
This
report contains, and certain oral statements made by representatives of Relativity and SVES and their respective affiliates, from time
to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Relativity’s and SVES’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such
as “anticipate,” “believe,” “budget,” “continues,” “could,” “expect,”
“estimate,” “forecast,” “future,” “intend,” “may,” “might,” “strategy,”
“opportunity,” “plan,” “possible,” “potential,” “project,” “will,”
“should,” “predicts,” “scales,” “representative of,” “valuation” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Relativity’s
and SVES’s expectations with respect to future performance of SVES, anticipated financial impacts of the Transaction (including
future revenue, pro forma enterprise value and cash balance), the anticipated addressable market for SVES, the satisfaction of the closing
conditions to the Transaction, the future held by the respective management teams of Relativity and SVES, the valuation of SVES, the
level of redemptions of Relativity’s public stockholders and the timing of the closing of the Transaction. These forward-looking
statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most
of these factors are outside the control of Relativity and are difficult to predict. Factors that may cause such differences include,
but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the
Transaction Agreement; (2) the failure of SVES to find financing in connection with the Transaction; (3) the inability to consummate
the Transaction in a timely manner or at all, including due to failure to obtain approval of the stockholders of Relativity or other
conditions to the closing in the Transaction Agreement, which may adversely affect the price of Relativity’s securities; (4) delays
in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Transaction; (5) the risk that the
Transaction may not be completed by Relativity’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Relativity; (6) the ability to maintain the listing of Relativity’s securities
on a national securities exchange; (7) the inability to obtain or maintain the listing of the combined company’s securities on
The Nasdaq Stock Market following the Transaction; (8) the risk that the Transaction disrupts current plans and operations as a result
of the announcement and consummation of the Transaction; (9) the ability to recognize the anticipated benefits of the Transaction and
to achieve its commercialization and development plans, and to identify and realize additional opportunities, which may be affected by,
among other things, competition, the ability of SVES to grow and manage growth economically and to hire and retain key employees; (10)
costs related to the Transaction; (11) changes in applicable laws or regulations and SVES’s ability to comply with such laws and
regulations; (12) the effect of the COVID-19 pandemic on Relativity or SVES and their ability to consummate the Transaction; (13) the
outcome of any legal proceedings that may be instituted against SVES or against Relativity related to the Transaction Agreement or the
Transaction; (14) the enforceability of SVES’s intellectual property, including its patents and the potential infringement on the
intellectual property rights of others, (15) the risk of downturns in the highly competitive industry in which SVES operates; (16) the
possibility that Relativity or SVES may be adversely affected by other economic, business and/or competitive factors; and (17) other
risks and uncertainties to be identified in the Registration/Proxy Statement (when available) relating to the Transaction, including
those under “Risk Factors” therein, and in other filings with the SEC made by Relativity or SVES. Relativity and SVES caution
that the foregoing list of factors is not exclusive and caution readers not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Readers are referred to the most recent reports filed with the SEC by Relativity. None of Relativity
or SVES undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based,
subject to applicable law.
Additional
Information and Where to Find It
Relativity
and SVES will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Form S-4
(the “Registration Statement”) to be filed by Relativity, which will include a prospectus with respect to Relativity’s
securities to be issued in connection with the Transaction, and a proxy statement of Relativity (the “Proxy Statement”),
to be used at the meeting of Relativity’s stockholders to approve the proposed business combination and related matters. INVESTORS
AND SECURITY HOLDERS OF RELATIVITY ARE URGED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT SVES, RELATIVITY AND THE BUSINESS COMBINATION. When available, the Proxy Statement contained in the Registration Statement and
other relevant materials for the Transaction will be mailed to stockholders of Relativity as of a record date to be established for voting
on the proposed business combination. Investors and security holders will also be able to obtain copies of the Registration Statement,
including the Proxy Statement contained therein, and other documents containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.
Participants
in the Solicitation
Relativity
and SVES and their respective directors and officers and other members of management and employees may be deemed participants in the
solicitation of proxies in connection with the proposed Transaction. Relativity stockholders and other interested persons may obtain,
without charge, more detailed information regarding directors and officers of Relativity in the final prospectus filed with the SEC on
February 14, 2022, the Registration Statement / Proxy Statement and other relevant materials filed with the SEC in connection with the
proposed business combination when they become available. These documents can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
The
disclosure herein shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
RELATIVITY
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Tarek Tabsh |
| |
|
Name: |
Tarek
Tabsh |
| |
|
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
April 25, 2023 |
|
|
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