Relativity Acquisition Corp — fact timeline

Relativity Acquisition Corp: Extended deadline for initial business combination from February 15, 2026 to February 15, 2027 (effective 2026-02-12).

“On February 12, 2026, Relativity Acquisition Corp. (the “ Company ”) held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 15, 2026 to February 15, 2027, or such earlier date as determined by the Company’s board of directors (the “ Board ”).”

Relativity Acquisition Corp reported that prior financial statements should not be relied upon.

“the financial statements for the Affected Periods should no longer be relied upon”

John Anthony Quelch resigned as Director at Relativity Acquisition Corp.

“On March 21, 2024, John Anthony Quelch (“Mr. Quelch”) notified Relativity Acquisition Corp. (the “Company”) of his resignation as a member of the Company’s board of directors and all committees thereof, effective on March 29, 2024.”

Relativity Acquisition Corp: Stockholders approved an amendment to the second amended and restated certificate of incorporation to extend the deadline for consummating an initial business combination from February 15, 2024 to February 15, 2025 (effective 2024-02-13).

“On February 13, 2024, the Company held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved a second amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 15, 2024 to February15, 2025 or such earlier date as determined by the Company’s board of directors (the “ Board ”).”

Relativity Acquisition Corp shareholders approved Trust Amendment Proposal.

“the Company’s stockholders approved the Trust Amendment Proposal to amend its Trust Agreement, permitting the Trustee to invest funds in an interest-bearing demand deposit account.”

Relativity Acquisition Corp shareholders approved Extension Amendment Proposal at the 2024-02-15 meeting.

“the Company’s stockholders approved the Charter Amendment extending the date by which the Company has to consummate an initial business combination from February 15, 2024 to February 15, 2025 (or such earlier date as determined by the Board).”

Relativity Acquisition Corp incurred debt of aggregate principal amount of up to $42,497.95 with SVES LLC at no interest maturing consummation of the Company's initial business combination.

“Company has to consummate an initial business combination. The borrowing was made under the terms of a promissory note (the “ Note ”) in the aggregate principal amount of up to $42,497.95, pursuant to which SVES agreed to loan the Company up to $42,497.95 in connection with the Company extending the date by which it must consummate its initial business combination”

Relativity Acquisition Corp amended Fourth Amendment to the Business Combination Agreement with Purchaser Representative and Seller Representative valued at Extended closing condition deadline to November 14, 2024 (effective 2024-02-14).

“On February 14, 2024, Relativity, the Purchaser Representative and the Seller Representative entered into the Fourth Amendment to the Business Combination Agreement (the " Fourth BCA Amendment ") pursuant to which the parties amended the Business Combination Agreement in order to extend the date by which any of the conditions to the Closing set forth in the Business Combination Agreement must be satisfactorily performed or waived to November 14, 2024.”

Relativity Acquisition Corp entered into Note with SVES LLC valued at up to $42,497.95 (effective 2024-02-13).

“On February 13, 2024, Relativity Acquisition Corp. (the “ Company ”) borrowed $3,541.50 from SVES LLC (“ SVES ”), which amount was deposited into the Company’s Trust Account on that day in connection with an extension of the date by which the Company has to consummate an initial business combination. The borrowing was made under the terms of a promissory note (the “ Note ”) in the aggregate principal amount of up to $42,497.95”

Relativity Acquisition Corp shareholders approved Ratification of selection of WithumSmith+Brown, PC as independent registered public accounting firm for year ending December 31, 2023 at the 2023-12-22 meeting.

“The Company’s stockholders ratified the selection of Withum to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023.”

Relativity Acquisition Corp shareholders approved Re-election of Emily Paxhia and Frances Knuettel II as Class I directors at the 2023-12-22 meeting.

“Emily Paxhia and Frances Knuettel II were re-elected to serve as the Class I directors of the Company.”

Relativity Acquisition Corp entered into Second Amendment to the Business Combination Agreement with Relativity Acquisition Sponsor, LLC and Timothy J. Fullum (effective 2023-04-19).

“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 ”)”

Relativity Acquisition Corp received a nasdaq compliance regained notice regarding market value.

“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”

Relativity Acquisition Corp received a nasdaq delisting notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(2)(B), 5450(b)(2)(C), 5101).

“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”

Relativity Acquisition Corp amended First Amendment to the Business Combination Agreement with Relativity Acquisition Sponsor, LLC and Timothy J. Fullum (effective 2023-03-20).

“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.”

Relativity Acquisition Corp entered into Business Combination Agreement with SVES GO, LLC, SVES LLC, SVES CP LLC, SVES Apparel LLC, SVGO LLC, ESGO LLC, SV Apparel LLC, ES Business Consulting LLC, Timothy J. Fullum, Salomon Murciano, Relativity Acquisition Sponsor, LLC, Timothy J. Fullum (as Seller Representative) valued at $632,000,000 (effective 2023-02-13).

“On February 13, 2023, Relativity Acquisition Corp. (“ Relativity ”) entered into a Business Combination Agreement (the “ Business Combination Agreement ”) by and among (i) Relativity, (ii) Relativity Holdings Inc.”

Relativity Acquisition Corp received a nasdaq delisting notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(2)(B), 5450(b)(2)(C), 5450(a)(2), 5450(b)(1), 5450(b)(3), 5550, 5101).

“January 12, 2023, Relativity Acquisition Corp. (the “Company”) received a determination letter (the “Letter”) from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the requirements of the Nasdaq Listing Rules set forth in (i) Listing Rule 5450(b)(2)(A), requiring a minimum of $50 million Market Value of Listed Securities, (ii) Listing Rule 5450(b)(2)(B), requiring a minimum 1,100,000 Publicly Held Shares, and (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value”

Relativity Acquisition Corp: Extended the deadline to consummate an initial business combination from February 15, 2023 to August 15, 2023, with options for up to two additional three-month extensions (effective 2022-12-22).

“On December 21, 2022, Relativity Acquisition Corp. (the “ Company ”) held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 15, 2023 to August 15, 2023 or such earlier date as determined by the Company’s board of directors (the “ Board ”), and to provide for up to two additional three-month extensions beyond August 15, 2023 for the period of time for the Company to consummate an initial business combination.”

Relativity Acquisition Corp shareholders approved Approval of Charter Amendment to extend business combination deadline at the 2023-02-15 meeting.

“The Company’s stockholders approved the Charter Amendment (i) extending the date by which the Company has to consummate an initial business combination from February 15, 2023 to August 15, 2023, or such earlier date as determined by the Board; and (ii) providing for up to two additional three-month extensions for the period of time to consummate an initial business combination beyond August 15, 2023, provided that, for each such three-month extension, an aggregate amount of $1,000 from the Company’s working capital shall be deposited into the trust account in which the proceeds of the IPO were placed following the closing of the IPO (the “ Trust Account ”), without stockholder approval. The final voting results for the Extension Amendment Proposal were as follows: For Against Abstain 16,551,028 755,439 0”

Francis Knuettel II was appointed as Director at Relativity Acquisition Corp.

“On February 10, 2022, in connection with the IPO, John Anthony Quelch, Emily Paxhia and Francis Knuettel II were appointed to the board of directors of the Company (the “ Board ”).”

Emily Paxhia was appointed as Director at Relativity Acquisition Corp.

“On February 10, 2022, in connection with the IPO, John Anthony Quelch, Emily Paxhia and Francis Knuettel II were appointed to the board of directors of the Company (the “ Board ”).”

John Anthony Quelch was appointed as Director at Relativity Acquisition Corp.

“On February 10, 2022, in connection with the IPO, John Anthony Quelch, Emily Paxhia and Francis Knuettel II were appointed to the board of directors of the Company (the “ Board ”).”