UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2023

Relativity Acquisition Corp.

(Exact name of registrant as specified in its charter)

c/o 3753 Howard Hughes Pkwy

Suite 200

Las Vegas, NV 89169 

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (888) 710-4420

Not Applicable
(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events.

On February 13, 2023, Relativity Acquisition Corp. (“Relativity”) issued a press release announcing the execution of a definitive Business Combination Agreement (the “Transaction Agreement”) by and among (i) Relativity, (ii) Relativity Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Relativity (“Pubco”), (iii) Relativity Purchaser Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (the “Merger Sub,” and the Merger Sub, collectively with Relativity and Pubco, the “Purchaser Parties”), (iv) 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 (each, an “Operating Company” and collectively, the “Operating Companies” or “SVES”), (v) SVGO LLC, ESGO LLC, SV Apparel LLC and ES Business Consulting LLC (each, a “Seller” and collectively, the “Sellers”), (vi) Timothy J. Fullum and Salomon Murciano (each, a “Founder” and collectively, the “Founders”), (vii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative (the “Purchaser Representative”) and (viii) Timothy J. Fullum, in the capacity as the Seller Representative (the “Seller Representative”). The transactions contemplated by the Transaction Agreement are referred to herein as the “Transaction.” Pursuant to the Transaction Agreement, subject to the terms and conditions set forth therein, (a) the Merger Sub will merge with and into Relativity, with Relativity surviving the merger as a wholly-owned subsidiary of Pubco, and (b) each Seller shall contribute all of its ownership interests in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $632,000,000, to be paid in the common stock of Pubco valued at $10.00 per share of common stock. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 merger 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.

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’ 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’ 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’ 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’ 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.

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.

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.

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Exhibit 99.1

SVES, an Off-Price Apparel Distribution Company, Announces Plans to Go Public via Merger with Relativity Acquisition Corp.

NEW YORK, NY, Feb. 13, 2023 (GLOBE NEWSWIRE) -- SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC (collectively, “SVES” or the “Company”), an Off-price Apparel distribution company based in Florida, and Relativity Acquisition Corp. (NASDAQ: RACY) (“Relativity”), a special purpose acquisition company, today announced they have entered into a definitive business combination agreement.  Upon closing of the proposed transaction, the combined company (the “Combined Company”) will operate under the name “SVES, Inc.” and intends to apply to be listed on NASDAQ Stock Exchange under the new ticker symbol “SVES.”

Company Overview

SVES was founded in 2017 to fill a critical gap in the retail supply chain by providing full-price retail fashion brands an efficient and effective way to monetize overstocked items. Today, the Company is a leader in its space, and a key intermediary connecting full-price brands with off-price retailers which are able to sell inventory that would otherwise be sold or disposed of by full-price brands at a significant loss. 

SVES’ differentiated business model includes a deep, two-sided buyer-seller network built up through longstanding industry relationships and revolutionary sorting capabilities that drive superior customer service and operational efficiency. These advantages have allowed SVES to unlock significant value for its customers by removing critical time- and labor-intensive steps in the process of preparing off-price retail products for sale. SVES’ customer base includes a number of leading off-price retailers in the United States and abroad, supported by multiple warehousing locations in the US and Europe.

Following the business combination, SVES will continue to be led by its highly experienced leadership team of growth experts, including Timothy J. Fullum, Co-Founder and Chief Executive Officer; Salomon Murciano, Co-Founder and President; and Aron From, Chief Financial Officer.

Management Comments

“We are excited to partner with Relativity in this business combination, and look forward to the new opportunities it unlocks to generate significant value for the stockholders of the Combined Company,” said Timothy J. Fullum, Co-Founder and Chief Executive Officer of SVES LLC. “This merger and entry into the public markets will bring us access to a much larger pool of capital which will help us continue to leverage the tailwinds of a compelling high-growth industry.”

“Partnering with Relativity is an important step which we expect will only increase our ability to scale our asset-light business model,” said Salomon Murciano, Co-Founder and President of SVES LLC. “We believe that the access to capital following this transaction will enable SVES to execute on its core roadmap, continue to reduce environmental impacts in the fashion supply chain and achieve meaningful growth milestones as we grow alongside our customers, suppliers and partners.”

Tarek Tabsh, Chief Executive Officer of Relativity Acquisition Corp., said: “We are very pleased to support SVES in its transition to the public markets and expect this transaction will drive meaningful value creation for our stockholders. After carefully exploring a long list of potential transactions, we are thrilled to back a company which stood head-and-shoulders above any other candidate due to its impressive historic growth, strong margin profile and veteran management team which brings a clear vision for the combined company’s future. We believe the Company’s unique business model provides significant value to all its customers, while providing an efficient and profitable mechanism for SVES to access an attractive and high-growth end-market. We look forward to seeing our combined company thrive in the public markets going forward.”

Transaction Overview

Under the terms of the Merger Agreement, the transaction is valued at an estimated pro-forma enterprise value of approximately $707.25 million, is expected to close in Q3 2023 and is subject to approval by Relativity’s stockholders and other customary closing conditions.

Advisors

A.G.P./Alliance Global Partners is serving as financial advisor to Relativity. McCarter & English, LLP is serving as legal advisor to SVES and Ellenoff Grossman & Schole LLP is serving as legal advisor to Relativity.

About SVES

SVES LLC, SVES GO, LLC, SVES CP LLC and SVES Apparel LLC (collectively, “SVES”)  is a leading wholesale distributor of discount and off-price fashion. SVES delivers differentiated garment and accessory assortments to major off-price retailers in North America and Europe. The SVES management team is led by off-price industry veterans, including Co-Founders Timothy J. Fullum and Salomon Murciano.

About Relativity Acquisition Corp.

Relativity Acquisition Corp. is a blank check company sponsored by Relativity Acquisition Sponsor LLC, a Delaware limited liability company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The management team and board of directors are composed of veteran cannabis and finance industry executives, led by Founder, Chairman and CEO Tarek Tabsh.

Additional Information and Where to Find It

In connection with the business combination, Relativity intends to file a Registration Statement on Form S-4 (the “Form S-4”) with the United States Securities and Exchange Commission ( the “SEC”), which will include a preliminary prospectus with respect to its securities to be issued in connection with the business combination and a preliminary proxy statement with respect to Relativity’s stockholder meeting at which Relativity’s stockholders will be asked to vote on the proposed business combination. Relativity and SVES urge investors, stockholders and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC, because these documents will contain important information about the proposed business combination. After the Form S-4 has been filed and declared effective, Relativity will mail the definitive proxy statement/prospectus to stockholders of Relativity as of a record date to be established for voting on the business combination. Relativity stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Relativity Acquisition Corp., 3753 Howard Hughes Parkway, Suite 200 Las Vegas, Nevada 89169; e-mail: info@relativityacquisitions.com. These documents, once available, can also be obtained, without charge, at the SEC’s website www.sec.gov.

Participants in the Solicitation

Relativity and its directors and officers may be deemed participants in the solicitation of proxies of Relativity’s stockholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Relativity’s executive officers and directors in the solicitation by reading Relativity’s final prospectus filed with the SEC on February 14, 2022, the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Relativity’s participants in the solicitation, which may, in some cases, be different from those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

No Offer or Solicitation

This press release does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination among Relativity and SVES or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Securities Exchange Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

Forward Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release, are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release except as required by law.

Contact Information

Relativity Acquisition Corp.
Email: info@relativityacquisitions.com
Website: www.relativityacquisitions.com
Press Inquiries: rosie@mattio.com

SVES
Aron From
Chief Financial Officer
Email: aron@sves.com
Phone: (212) 375-6179

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