Relativity Acquisition Corp. is a blank check company (SPAC) formed in April 2021 in Delaware, focused on acquiring or merging with target companies mainly in the legalized cannabis industry, with no current operations or revenues but aiming for a business combination.

# Company Summary – Relativity Acquisition Corp.

## Overview
- **Type**: Blank check company (Special Purpose Acquisition Company - SPAC)
- **Formation Date**: April 13, 2021
- **Jurisdiction**: Delaware
- **Purpose**: To effectuate a Business Combination (merger, asset acquisition, stock purchase, reorganization, etc.) with one or more target businesses
- **Industry Focus**: 
  - Focused on targets in the legalized cannabis industry
  - Also explores targets in industries such as consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution, logistics, and brand management

## Business Operations
- **Activities**: No operations or revenues until after completing an initial Business Combination
- **Current Status**: Has not commenced active business operations
- **Target**: Searching for suitable target businesses, primarily in the cannabis sector and other listed industries
- **Management Team**: 
  - **Tarek K. Tabsh** – CEO and Chairman with over 20 years of experience in innovation, regulation, and M&A in sectors like defense, pharma, and cannabis
  - **Steven Berg** – CFO with over 30 years' experience, with substantial background in investment banking, cannabis industry, product development, and corporate finance
  - **Emily Paxhia** – Director, co-founder of Poseidon Investment Management (cannabis-focused hedge fund), with extensive experience in cannabis investments and advisory
  - **Francis Knuettel II** – Director, CEO and CFO of other companies including biotech and cannabis industry experience

## Financial and Market Details
- **Number of Employees**: Currently 2 officers (not full-time before Business Combination)
- **Revenue**: None (no operations yet)
- **Income (2024)**: Net loss of **$440,564**  
- **Income (2023)**: Net loss of **$2,305,489**  
- **Assets (as of Dec 31, 2024)**:
  - Cash: **$1,674**
  - Prepaid expenses: **$29,556**
  - Due from sponsor: **$3,047**
  - Trust Account (invested primarily in U.S. government securities/money market funds): **$769,267**
  - Total assets: **$803,544**

## Capital and Equity
- **Shares Outstanding (as of Apr 11, 2025)**:
  - Class A Common Stock: **4,310,740** shares
  - Class B Common Stock: **1** share
- **Major Shareholder**: Sponsor (Relativity Acquisition Sponsor LLC) owns approximately 73.17% of voting rights
- **Fundraising**:
  - Initial Public Offering (2022): 14,375,000 units at $10 each, gross proceeds of **$143,750,000**
  - Private Placement: 653,750 units sold to Sponsor at $10 each, gross proceeds of **$6,537,500**
- **Redemptions & Liquidation**: Redemptions have reduced trust assets; as of December 31, 2023, approximately **$1,746,543** remained in the Trust Account

## Business Model & Strategy
- **Initial Business Combination**: Must be valued at at least 80% of assets in Trust (excluding certain fees and taxes)
- **Target Size**: Aims to acquire or merge with companies owning or controlling 50% or more of the equity or assets
- **Industry Focus**: Primarily in cannabis, but actively exploring other sectors
- **Post-Transaction**: Believes that becoming a public entity offers advantages such as greater capital access and management incentives alignment for target companies
- **No revenues** or ongoing operations yet; all activities are related to searching and evaluating potential target businesses

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This summary encapsulates the company's specific business focus, financial status, management experience, and strategic intentions based solely on the provided document.

The company is a blank check company focused on business combinations in various sectors including legalized cannabis, operating as a SPAC with strong financial positioning and management expertise.

# Company Overview

## Business Model
The company is a **blank check company** incorporated in Delaware, with the primary objective of effecting its **initial Business Combination**. Initially focused on the **legalized cannabis industry**, the company has also explored Business Combination targets across various other sectors, including:
- Consumer Packaged Goods
- Health & Wellness
- Technology
- Pharmaceuticals
- Manufacturing
- Distribution
- Logistics
- Brand Management

## Initial Public Offering
- **IPO Date**: February 15, 2022
- **Units Offered**: 14,375,000
- **Share Structure**: Each unit consists of one Public Share and one Public Warrant.
- **Warrant Exercise Price**: $11.50 per share.
- **Initial Offer Price**: $10.00 per Unit.
- **Gross Proceeds from IPO**: $143,750,000.
- **Private Placement**: Sold 653,750 Private Placement Units for gross proceeds of $6,537,500.

## Financial Position
- **Total funds deposited in Trust Account**: $146,625,000.
- **Funds remaining in Trust Account as of December 31, 2023**: Approximately $715,761 after redemptions.
- **Deferred fees payable**: $5,031,250 to A.G.P.

## Management Team
- **CEO**: Tarek K. Tabsh
- **CFO**: Steven Berg
- **Number of Employees**: 2 (executive officers not required to dedicate specific hours).

## Initial Business Combination
The company aims to complete its initial Business Combination by **February 15, 2025**. If not completed within the defined period, the company will cease operations and distribute the Trust Account funds to the shareholders. 

## Business Combination Criteria
The company identifies potential acquisition targets based on the following criteria:
- Enterprise value between **$500 million to $1 billion**.
- Market leadership and potential benefits from management expertise.
- Targets in fast-growing or high-potential markets with strong revenue and earnings growth drivers.
- Potential for stable free cash flow and operating performance enhancement.
- Established barriers to competition.

## Current Status
As of May 14, 2024, the company mutually terminated the **SVES Business Combination Agreement**. The company remains actively engaged in seeking alternative acquisition targets for its initial Business Combination while complying with regulatory and Nasdaq listing requirements. The company is subject to risks typical of blank check companies, including the challenge of finding suitable merger partners and potential impacts from capital market conditions.

## Customers and Revenue
- **Customers**: The company does not currently operate a business that generates revenue, thus has no direct customers.
- **Revenue and Income**: As a blank check company, it currently has no revenue or net income (as operations will commence post-Business Combination).

## Summary
The company is in a critical phase of identifying and executing a Business Combination while navigating through operational and financial challenges typical for SPAC entities. With a focus on identifying high-potential acquisition targets, it aims to leverage its management expertise and investor funds effectively for future growth.

Relativity Acquisition Corp

10-K / April 15, 2025

10-K / September 26, 2024

10-K / April 15, 2025

Company Summary – Relativity Acquisition Corp.

Overview

Business Operations

Financial and Market Details

Capital and Equity

Business Model & Strategy