M&A - Relativity Acquisition Corp

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025032210

Filing Summary: Relativity Acquisition Corp. is a blank check company incorporated in Delaware focused on effecting a Business Combination. The company explored targets primarily in the legalized cannabis industry but is also open to opportunities in consumer packaged goods, health & wellness, technology, pharmaceuticals, and logistics, among others. As of April 11, 2025, Relativity has concluded its prior Business Combination Agreement with SVES was mutually terminated on May 14, 2024, post which they have entered into a new Business Combination Agreement with Instinct Brothers Co., Ltd on February 28, 2025, for an acquisition valuing the transaction at $200 million. This process involves merging with an entity that will become a wholly-owned subsidiary of Relativity Holdings Inc., and the transaction includes specific conversion terms for existing warrants. Relativity has extended its acquisition period until February 15, 2026, with stockholder approval provisions for further extensions. As of now, there are 4,310,740 shares issued and outstanding, with a public trading halt in effect since January 2023 due to non-compliance with stock exchange regulations. The total market value of shares was noted to be approximately $1.9 million as of January 11, 2023, with the company continuously reviewing and preparing for the pending acquisition process.

Form Type: DEF 14A

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025007573

Filing Summary: Relativity Acquisition Corp. is holding a special meeting of stockholders on February 13, 2025, to vote on two key proposals: (1) to amend the company's certificate of incorporation to extend the deadline for completing a business combination from February 15, 2025, to February 15, 2026, and (2) to permit adjournment of the meeting if necessary. The extension is seen as critical due to non-compliance with Nasdaq listing standards and the necessity for additional time to conclude a business combination. There are currently 153,295 public shares outstanding, with a pro-rata redemption value of approximately $11.96 per share from the Trust Account. Stockholders may redeem their shares for cash as per the proposed amendment if approved, and failure to get this approval would lead to the company's liquidation and dissolution. The proxy statement is dated January 28, 2025, and outlines important voting instructions and the risks associated with the current status of the company's shares.

Form Type: PRER14A

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025007022

Filing Summary: Relativity Acquisition Corp. is holding a special meeting on February 13, 2025, to vote on two key proposals: the Third Extension Amendment Proposal to extend the timeframe for completing a business combination from February 15, 2025, to February 15, 2026, and the Adjournment Proposal which allows for further solicitation of proxies if needed. The extension is deemed necessary due to insufficient time to finalize a merger before the deadline. Additionally, there have been compliance issues with Nasdaq listing requirements, leading to a previous determination letter for delisting the company’s securities. The board believes this extension will enable stockholders to benefit from future investment opportunities while alleviating the potential for liquidation. The proxy materials indicate that public stockholders may redeem their shares for cash equal to the total amount in the trust account, and any extensions beyond the proposed date will depend on shareholder votes and compliance with the charter.