UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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, as previously disclosed by Relativity in its Current Report on Form 8-K that was filed with the SEC on April 25, 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 in order to (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.
On August 11, 2023, Relativity, the Purchaser Representative and the Seller Representative entered into the Third Amendment to the Business Combination Agreement (the “Third BCA Amendment”) pursuant to which the parties amended the Business Combination Agreement in order to, among other things, (i) extend the Due Diligence Period and the date of the required delivery of the SVES disclosure schedules to August 31, 2023, (ii) provide for a proposal in the Proxy Statement to approve an amendment to Relativity’s current charter to eliminate the requirement that Relativity retain at least $5,000,001 of net tangible assets following the redemption of Relativity’s public shares in connection with the Business Combination, and to further amend the closing condition in the Business Combination Agreement such that Relativity would not be required to retain at least $5,000,001 of net tangible assets following the redemption of public shares in the event such proposal is approved, and (iii) extend the date by which all conditions to Closing must be satisfactorily performed or waived to February 15, 2024.
The foregoing description of the Third 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.
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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.
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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
| Exhibit No. | Description | |
| 2.1 | Third Amendment to Business Combination Agreement, dated as of August 11, 2023, by and among Relativity, the Purchaser Representative and the Seller Representative | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 14, 2023 | |||
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Exhibit 2.1
EXECUTION VERSION
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT
This Third Amendment to Business Combination Agreement (this “Third Amendment”) is made and entered into as of August 11, 2023, by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Amended Agreement (as hereinafter defined) (the “Purchaser Representative”), and (iii) Timothy J. Fullum in the capacity as the Seller Representative under the Amended Agreement (the “Seller Representative”). The Purchaser, the Purchaser Representative, and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Agreement.
RECITALS:
A. The Parties and each of (i) SVES, Inc. (formerly Relativity Holdings Inc.), a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), (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, (iv) SVGO LLC, ESGO LLC, SV Apparel LLC and ES Business Consulting LLC (each, a “Seller” and collectively, the “Sellers”), and (v) Timothy J. Fullum and Salomon Murciano are parties to that certain Business Combination Agreement made and entered into as of February 13, 2023, as amended by that First Amendment to Business Combination Agreement, dated March 20, 2023 and that Second Amendment to Business Combination Agreement, dated April 19, 2023 (the “Amended Agreement”).
B. The Parties desire to amend the Amended Agreement in accordance with Section 10.9 thereof (as amended from time to time, including by this Third Amendment, the “Business Combination Agreement”) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and the other provisions contained in this Third Amendment, and intending to be legally bound hereby, the Parties hereto agree as follows:
1. Amendments to Business Combination Agreement.
(a) Section 1.2 of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“(a) Subject to the satisfaction of the terms and conditions set forth herein, at the Closing (as hereinafter defined), each Company Interest Holder shall transfer, assign, and contribute to Pubco all of such Company Interest Holder’s right, title and interest in and to the Company Interests owned by such Company Interest Holder free and clear of all Liens other than Liens imposed by federal and state securities laws and the Organizational Documents of each Operating Company (the “Seller CI Permitted Encumbrances”) in exchange for the consideration described in Section 1.2(b) (such transaction, the “Equity Contribution”).
(b) The aggregate consideration to be paid to the Company Interest Holders pursuant to the Equity Contribution shall be an amount equal to Six Hundred Thirty-Two Million U.S. Dollars ($632,000,000) (the “Contribution Consideration”), with the Company Interest Holders receiving an aggregate amount of shares of Pubco Common Stock determined by dividing the Contribution Consideration by $10 (the “Aggregate Seller Share Amount”). Prior to the Closing, the Sellers shall deliver an executed written directive setting forth the portion of the Aggregate Share Amount to be received by each Company Interest Holder (the “Consideration Directive”). Immediately prior to the Effective Time, all of the Company Convertible Securities shall have been exercised and shall have been exchanged or converted for Company Interests pursuant to the terms of such Company Convertible Securities.”
(c) At the Closing, (i) each Company Interest Holder will execute assignments in customary form transferring the Company Interests owned by such Company Interest Holder to Pubco (the “Assignments”) together with any related documentation reasonably requested by the Purchaser in connection therewith and (ii) Pubco shall issue certificates representing the shares of Pubco Common Stock issuable to each Company Interest Holder in accordance with the Consideration Directive.”
(b) The second sentence of Section 6.3 of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“Each Party agrees that (i) Purchaser shall have until 5:00 p.m. on August 31, 2023, to conduct additional due diligence (the “Due Diligence Period”) on the Target Companies to determine whether any facts exist that would result, individually or in the aggregate, in a reduction of the valuation of the Target Companies by an amount equal to or greater than five percent (5%) of the Contribution Consideration (such 5% reduction in valuation, a “Material Reduction”) and (ii) notwithstanding anything herein to the contrary, the Sellers, prior to 5:00 p.m. on August 31, 2023, shall deliver the Company Disclosure Schedules to the Purchaser.”
(c) The second sentence of Section 6.12(a) of the of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Amended Pubco Organizational Documents, (iii) adoption and approval of a new equity incentive plan for Pubco in a form to be approved by the Seller Representative and the Purchaser Representative (the “Incentive Plan”), which will provide for awards for a number of shares of Pubco Common Stock, (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, (v) approval of the amendment of Purchaser’s Organizational Documents, as applicable, to eliminate the limitation that Purchaser shall not redeem shares Purchaser Class A Common Stock to the extent such redemption would cause Purchaser’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”); and (vi) such other matters as the Seller Representative and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Stockholder Approval Matters”), and (vii) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser.”
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(d) Section 7.1(f) of the of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“Net Tangible Assets Test. Solely to the extent that the stockholders of Purchaser do not approve the Redemption Limitation Amendment, immediately after the consummation of the transactions contemplated hereby, Pubco shall have consolidated net tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to the Closing Redemption, the TC Line of Credit, and any Transaction Financing) or upon the Closing after giving effect to the Transactions (including the Closing Redemption, the TC Line of Credit, and any Transaction Financing).”
(e) Section 8.1(b) of the of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“by written notice by the Purchaser or the Seller Representative if any of the conditions to the Closing set forth herein have not been satisfied or waived by February 15, 2024 (the “Outside Date”); provided, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to either the Purchaser or the Seller Representative if the breach or violation by either a Seller, a Founder, an Operating Company or its Affiliates, or a Purchaser Party or their respective Affiliates, as applicable, of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;”
(f) Section 11.1 of the Amended Agreement is hereby amended to include the following immediately after the definition of Company Interests:
“Company Interest Holder” means, collectively, the holders of Company Interests.
2. Miscellaneous. Except as expressly provided in this Third Amendment, all of the terms and provisions in the Amended Agreement are and shall remain unchanged and in full force and effect, on the terms set forth therein. This Third Amendment does not constitute, directly or by implication, or a waiver of any provision of the Amended Agreement, or any other right, remedy, power or privilege of any party. Any reference to the Business Combination Agreement in the Business Combination Agreement shall hereinafter mean the Amended Agreement, as amended by this Third Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). This Third Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Amended Agreement, and, without limiting the foregoing, Sections 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.10, 10.11, 10.13, and 10.15 of the Amended Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Third Amendment as if all references to the “Agreement” contained therein were instead references to this Third Amendment.
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IN WITNESS WHEREOF, each Party hereto has caused this Third Amendment to be signed and delivered as of the date first written above.
| The Purchaser: | |||
| RELATIVITY ACQUISITION CORP. | |||
| By: | /s/ Tarek Tabsh | ||
| Name: | Tarek Tabsh | ||
| Title: | Chief Executive Officer | ||
| The Purchaser Representative: | |||
| RELATIVITY ACQUISITION SPONSOR, LLC, solely in the capacity as the Purchaser Representative hereunder | |||
| By: | /s/ Tarek Tabsh | ||
| Name: | Tarek Tabsh | ||
| Title: | Managing Member | ||
[Signature Page to Third Amendment to Business Combination Agreement]
| The Seller Representative: | |
| Timothy J. Fullum, solely in the capacity as the Seller Representative hereunder | |
| /s/ Timothy J. Fullum | |
| Timothy J. Fullum |
[Signature Page to Third Amendment to Business Combination Agreement]