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 on February 17,
2023 with the Securities and Exchange Commission ("SEC"), Relativity entered
into a business combination agreement (the "Business Combination Agreement") on
February 13, 2023 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 ("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, 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 pm on March 15, 2023 to 5:00 pm on April 7, 2023.
The foregoing description of the First BCA Amendment is not complete and is
qualified in its entirety by reference to the full text of the First BCA
Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
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.
1
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 First Amendment to Business Combination Agreement, dated as of March
20, 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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RELATIVITY ACQUISITION CORP. 