Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 RELATIVITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-3244927 (State ...

[FORM 10-Q Cover Information](index=1&type=section&id=FORM%2010-Q) Relativity Acquisition Corp. submitted its quarterly report (Form 10-Q) for the period ended March 31, 2025 - Relativity Acquisition Corp. submitted its quarterly report (Form 10-Q) for the period ended March 31, 2025[1](index=1&type=chunk) Status Indicators | Indicator | Status | | :--- | :--- | | Accelerated Filer | No | | Large Accelerated Filer | No | | Non-Accelerated Filer | Yes | | Smaller Reporting Company | Yes | | Emerging Growth Company | Yes | | Shell Company | Yes | Shares Issued and Outstanding | Stock Class | Shares Issued and Outstanding as of May 15, 2025 | | :--- | :--- | | Class A Common Stock (par value $0.0001 per share) | 4,309,987 shares | | Class B Common Stock (par value $0.0001 per share) | 1 share | [PART I – FINANCIAL INFORMATION](index=9&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited consolidated financial statements and related notes for the periods ended March 31, 2025, and December 31, 2024 Consolidated Balance Sheet Summary | Indicator | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets ($)** | | | | Cash | $45,438 | $1,674 | | Cash in Trust Account | $773,667 | $769,267 | | Total Assets | $837,203 | $803,544 | | **Liabilities ($)** | | | | Warrant Liability | $716,864 | $541,787 | | Total Liabilities | $3,173,203 | $2,666,407 | | **Stockholders' Deficit ($)** | | | | Accumulated Deficit | $(3,028,877) | $(2,542,359) | | Total Stockholders' Deficit | $(3,028,453) | $(2,541,935) | Consolidated Statements of Operations Summary (Three Months Ended March 31) | Indicator | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Formation and Operating Costs | $293,991 | $407,744 | | Operating Loss | $(293,991) | $(407,744) | | Change in Fair Value of Warrant Liability | $(175,077) | $157,802 | | Interest Income from Trust Account Cash | $6,111 | $16,109 | | Net Loss | $(463,778) | $(236,796) | | Basic and Diluted Net Loss Per Share (Class A Common Stock, Redeemable) | $(0.11) | $(0.05) | Consolidated Statements of Cash Flows Summary (Three Months Ended March 31) | Cash Flow Category | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(173,680) | $(104,232) | | Net Cash Used in Investing Activities | $(16,822) | $(1,004,593) | | Net Cash Provided by Financing Activities | $234,266 | $1,102,218 | | Net Change in Cash | $43,764 | $(6,607) | | Cash at End of Period | $45,438 | $524 | [Item 1. Financial Statements](index=9&type=section&id=Item%201.%20Financial%20Statements) This section contains the company's unaudited consolidated financial statements for the periods ended March 31, 2025, and December 31, 2024, along with notes, indicating an expanded net loss, increased cash outflow, and significant going concern doubts for Q1 2025 [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024 Balance Sheet Key Data | Indicator | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash | $45,438 | $1,674 | | Cash in Trust Account | $773,667 | $769,267 | | Total Assets | $837,203 | $803,544 | | Warrant Liability | $716,864 | $541,787 | | Accumulated Deficit | $(3,028,877) | $(2,542,359) | [Unaudited Condensed Consolidated Statements of Operations](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the company's unaudited condensed consolidated statements of operations for the three months ended March 31, 2025, and March 31, 2024 Operations Statement Key Data | Indicator | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Formation and Operating Costs | $293,991 | $407,744 | | Operating Loss | $(293,991) | $(407,744) | | Change in Fair Value of Warrant Liability | $(175,077) | $157,802 | | Interest Income from Trust Account Cash | $6,111 | $16,109 | | Net Loss | $(463,778) | $(236,796) | | Basic and Diluted Net Loss Per Share (Class A Common Stock) | $(0.11) | $(0.05) | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section presents the company's unaudited condensed consolidated statements of changes in stockholders' deficit for the three months ended March 31, 2025, and March 31, 2024 Changes in Stockholders' Deficit | Change Item | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Beginning Balance (Accumulated Deficit) | $(2,542,359) | $(2,117,202) | | Increase in Class A Common Stock Subject to Redemption | $(22,647) | $(19,384) | | Excise Tax Related to Redemptions | $(93) | $(10,192) | | Net Loss | $(463,778) | $(236,796) | | Ending Balance (Accumulated Deficit) | $(3,028,877) | $(2,383,574) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2025, and March 31, 2024 Cash Flow Statement Key Data | Cash Flow Category | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(173,680) | $(104,232) | | Net Cash Used in Investing Activities | $(16,822) | $(1,004,593) | | Net Cash Provided by Financing Activities | $234,266 | $1,102,218 | | Net Change in Cash | $43,764 | $(6,607) | | Cash at End of Period | $45,438 | $524 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, offering additional context and explanations for the reported figures [Note 1 — Organization and Business Operations](index=13&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) This note describes the company's formation as a SPAC, its business purpose, operational status, and key events affecting its operations and going concern - Company is a special purpose acquisition company (SPAC), formed on April 13, 2021, to complete a business combination; as of March 31, 2025, it has not commenced any operations, with primary income from interest on IPO proceeds[22](index=22&type=chunk)[23](index=23&type=chunk) - The company has repeatedly extended its business combination deadline, currently to **February 15, 2026**; a special meeting on February 13, 2025, approved charter amendments for this extension, resulting in **753 Class A common shares redeemed** and approximately **$9,266 withdrawn** from the trust account[38](index=38&type=chunk)[39](index=39&type=chunk) - The company was delisted from Nasdaq on **June 3, 2024**, after receiving notice for non-compliance with multiple listing rules, including market value, public float, and market value of publicly held shares[46](index=46&type=chunk) - A business combination agreement was signed on **February 28, 2025**, with Instinct Brothers Co., Ltd., to acquire all its equity for **$200 million** in Pubco common stock[116](index=116&type=chunk) - The company faces risks from economic uncertainty, inflation, rising interest rates, and geopolitical instability, which could adversely affect its ability to complete a business combination[50](index=50&type=chunk) - An excise tax liability of **$10,285** was incurred from redemption activities in 2024 and on February 13, 2025, under the Inflation Reduction Act of 2022[51](index=51&type=chunk)[53](index=53&type=chunk) - As of March 31, 2025, the company had **$45,438** in its operating bank account and a working capital deficit of **$2,392,803**; management believes the inability to complete a business combination by February 15, 2026, and subsequent mandatory liquidation, raises substantial doubt about its ability to continue as a going concern[54](index=54&type=chunk)[56](index=56&type=chunk) [Note 2 — Significant Accounting Policies](index=18&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies used in preparing the financial statements, including GAAP compliance, investment classification, and equity treatment - Financial statements are prepared in accordance with U.S. GAAP and SEC rules; as an emerging growth company, the company has elected not to opt out of the extended transition period for new or revised financial accounting standards[57](index=57&type=chunk)[61](index=61&type=chunk) - Cash in the trust account, totaling **$773,667** as of March 31, 2025, is invested in U.S. government securities or qualifying money market funds and classified as trading securities[65](index=65&type=chunk) - Redeemable Class A common stock is classified as temporary equity, with its carrying value immediately adjusted for changes in redemption value[74](index=74&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) Redeemable Class A Common Stock Shares and Redemption Value | Date | Redeemable Shares | Redemption Value Per Share ($) | | :--- | :--- | :--- | | March 31, 2025 | 62,488 | $11.08 | | December 31, 2024 | 63,241 | $10.74 | Effective Tax Rate | Period | Effective Tax Rate (%) | | :--- | :--- | | Three Months Ended March 31, 2025 | 0.18% | | Three Months Ended March 31, 2024 | 1.27% | - The company is evaluating the impact of ASU 2023-09 (income tax disclosure improvements) and ASU 2023-07 (reportable segment disclosure improvements), with ASU 2023-07 adoption having no material impact on financial statements and disclosures[81](index=81&type=chunk)[82](index=82&type=chunk) [Note 3 — Initial Public Offering](index=25&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the company's IPO, including the units issued, proceeds, and the amount placed in the trust account - The company completed its IPO on **February 15, 2022**, issuing **14,375,000 units** at **$10.00 per unit**, including the full exercise of the over-allotment option, with **$146,625,000** of net proceeds deposited into the trust account[84](index=84&type=chunk)[85](index=85&type=chunk) Changes in Redeemable Common Stock | Item | Amount ($) | | :--- | :--- | | Redeemable Common Stock as of December 31, 2023 | $1,723,901 | | Less: Redemptions | $(1,019,230) | | Add: Revaluation of Carrying Value to Redemption Value | $(25,599) | | Redeemable Common Stock as of December 31, 2024 | $679,072 | | Less: Redemptions | $(9,266) | | Add: Revaluation of Carrying Value to Redemption Value | $22,647 | | Redeemable Common Stock as of March 31, 2025 | $692,453 | [Note 4 — Private Placement](index=25&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement units purchased by the sponsor concurrently with the IPO - Concurrently with the IPO, the sponsor purchased **653,750 private placement units** at **$10.00 per unit**, totaling **$6,537,500**, with each unit comprising one Class A common stock share and one private placement warrant[91](index=91&type=chunk) - Private placement warrants are non-redeemable while held by the sponsor or permitted transferees and are exercisable on a cashless basis[92](index=92&type=chunk) [Note 5 — Related Party Transactions](index=26&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note discloses transactions with related parties, including stock conversions, promissory notes, and administrative service fees - **3,593,749 Class B common shares** held by the sponsor and other initial stockholders were converted to Class A common shares on **February 27, 2023**[94](index=94&type=chunk) - Promissory notes with SVES LLC and Mazaii Corp Ltd. were terminated, and a debt forgiveness gain was recognized; as of March 31, 2025, there is an outstanding balance of **$225,000** under a promissory note with Instinct Bio Technical Company Pte Ltd[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - The company pays a **$10,000 monthly administrative service fee** to an affiliate of the sponsor for office space, utilities, and administrative support, incurring **$30,000** for the three months ended March 31, 2025[106](index=106&type=chunk) [Note 6 — Commitments and Contingencies](index=28&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's commitments and contingent liabilities, including registration rights, advisory fees, and business combination agreements - Holders of founder shares, private placement units, and private placement warrants possess registration rights, allowing them to require the company to register their securities[109](index=109&type=chunk) - A.G.P. has been engaged as a business combination advisor, with a fee of **$5,031,250** payable upon successful completion of a business combination; no related fees were recorded as of March 31, 2025, as the business combination is not yet certain[110](index=110&type=chunk)[111](index=111&type=chunk) - A business combination agreement was signed with Instinct Brothers Co., Ltd. on **February 28, 2025**, for a merger valued at **$200 million** in Pubco common stock, following the termination of a prior agreement with SVES on **May 15, 2024**[115](index=115&type=chunk)[116](index=116&type=chunk) [Note 7 — Fair Value Measurement](index=30&type=section&id=Note%207%20%E2%80%94%20Fair%20Value%20Measurement) This note provides information on the fair value measurements of the company's warrant liabilities, including their classification and valuation methodologies Warrant Liability Fair Value (March 31, 2025) | Liability Category | Fair Value ($) | | :--- | :--- | | Public Warrants | $685,681 | | Private Warrants | $31,183 | | **Total Warrant Liability** | **$716,864** | Warrant Liability Fair Value (December 31, 2024) | Liability Category | Fair Value ($) | | :--- | :--- | | Public Warrants | $518,219 | | Private Warrants | $23,568 | | **Total Warrant Liability** | **$541,787** | - Public warrants were initially classified as Level 3, then reclassified to Level 1, and subsequently reclassified back to Level 3, currently valued using a market approach; private warrants have been valued using a Monte Carlo model since issuance and are classified as Level 3 fair value measurements[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) Changes in Warrant Liability Fair Value | Item | Warrant Liability ($) | | :--- | :--- | | Warrant Liability as of December 31, 2024 | $541,787 | | Change in Fair Value of Warrant Liability | $175,077 | | Warrant Liability as of March 31, 2025 | $716,864 | | Warrant Liability as of December 31, 2023 | $526,007 | | Change in Fair Value of Warrant Liability | $(157,802) | | Warrant Liability as of March 31, 2024 | $368,205 | [Note 8 — Warrant Liability](index=32&type=section&id=Note%208%20%E2%80%94%20Warrant%20Liability) This note details the company's outstanding warrant liabilities, including their number, exercise price, and redemption terms - As of March 31, 2025, and December 31, 2024, the company had **15,028,750 outstanding warrants**, comprising both public and private warrants, which are classified as liabilities and remeasured at fair value[125](index=125&type=chunk)[126](index=126&type=chunk) - Each warrant holder is entitled to purchase one Class A common stock share at an exercise price of **$11.50 per share**; warrants become exercisable at the later of the business combination completion or 12 months after the IPO, and expire five years after the business combination completion or earlier redemption or liquidation[127](index=127&type=chunk)[128](index=128&type=chunk) - The company may redeem outstanding warrants (excluding private warrants) if the closing price of Class A common stock equals or exceeds **$18.00** for 20 out of 30 trading days[131](index=131&type=chunk) [Note 9 — Stockholders' Deficit](index=35&type=section&id=Note%209%20%E2%80%94%20Stockholders'%20Deficit) This note provides details on the company's authorized and outstanding share capital, including preferred stock, Class A common stock, and Class B common stock - The company is authorized to issue **1,000,000 shares of preferred stock**, none of which were issued or outstanding as of March 31, 2025, and December 31, 2024[132](index=132&type=chunk) - **100,000,000 shares of Class A common stock** are authorized, with **4,247,499 shares** issued or outstanding (excluding potentially redeemed shares) as of March 31, 2025, and December 31, 2024[133](index=133&type=chunk) - **10,000,000 shares of Class B common stock** are authorized, with **1 share** issued and outstanding as of March 31, 2025, and December 31, 2024; **3,593,749 Class B common shares** were converted to Class A common shares on February 27, 2023[134](index=134&type=chunk)[135](index=135&type=chunk) - The conversion ratio of Class B common stock is subject to anti-dilution provisions, unless waived by a majority of Class B common stock holders[136](index=136&type=chunk) [Note 10 — Segment Reporting](index=36&type=section&id=Note%2010%20%E2%80%94%20Segment%20Reporting) This note clarifies that the company operates as a single reportable segment, with the CEO overseeing overall financial and operational performance - The company operates as a **single reportable segment**, with the Chief Executive Officer, as the chief operating decision maker, assessing the company's assets, operating results, and financial metrics on an overall basis[137](index=137&type=chunk)[138](index=138&type=chunk) Segment Reporting Key Metrics | Indicator | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash in Trust Account | $773,667 | $769,267 | | Cash | $45,438 | $1,674 | | | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | Formation and Operating Costs | $293,991 | $407,744 | | Interest Income from Trust Account and Investments | $6,111 | $16,109 | [Note 11 — Subsequent Events](index=36&type=section&id=Note%2011%20%E2%80%94%20Subsequent%20Events) This note confirms that no subsequent events requiring adjustment or disclosure were identified by the company - No subsequent events requiring adjustment or disclosure were identified[142](index=142&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operating results for the three months ended March 31, 2025, highlighting its status as a blank check company, expanded net loss, going concern doubts, and recent business combination agreement - As a blank check company, the company had not commenced any operations as of March 31, 2025, with all activities related to its formation, IPO, and the search for a business combination target; it will not generate operating revenue until a business combination is completed, with non-operating income primarily from interest on IPO funds in the trust account[146](index=146&type=chunk)[152](index=152&type=chunk) - The business combination deadline has been extended to **February 15, 2026**; as of March 31, 2025, there were **62,488 public shares**, **4,309,988 total Class A common shares**, and **1 Class B common share** outstanding[147](index=147&type=chunk)[148](index=148&type=chunk) - A business combination agreement was signed with Instinct Brothers Co., Ltd. on **February 28, 2025**, for a merger valued at **$200 million** in Pubco common stock[149](index=149&type=chunk) Operating Performance Comparison (Three Months Ended March 31) | Indicator | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net Loss | $(463,778) | $(236,796) | | Formation and Operating Costs | $293,991 | $407,744 | | Change in Fair Value of Warrant Liability | $(175,077) | $157,802 | | Interest Income from Trust Account Cash | $6,111 | $16,109 | - As of March 31, 2025, the company had a working capital deficit of **$2,392,803** and approximately **$773,667** in its trust account; the inability to complete a business combination by February 15, 2026, and subsequent mandatory liquidation, raises substantial doubt about its ability to continue as a going concern[156](index=156&type=chunk)[162](index=162&type=chunk)[170](index=170&type=chunk)[173](index=173&type=chunk) - The company has received a **$225,000 promissory note loan** from Instinct Bio Technical Company Pte Ltd. for working capital purposes[167](index=167&type=chunk) - As an emerging growth company, the company has elected not to opt out of the extended transition period for new or revised financial accounting standards[174](index=174&type=chunk)[175](index=175&type=chunk) - The company has no off-balance sheet arrangements[184](index=184&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk under Exchange Act Rule 12b-2 - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[186](index=186&type=chunk) [Item 4. Control and Procedures](index=44&type=section&id=Item%204.%20Control%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of March 31, 2025, concluding they were ineffective due to untimely closing of books and regulatory filings - As of March 31, 2025, the company's disclosure controls and procedures were deemed **ineffective**, primarily due to the failure to timely close books and submit regulatory filings[188](index=188&type=chunk) - Disclosure controls and procedures can only provide reasonable, not absolute, assurance, and their design considers resource limitations and cost-effectiveness[189](index=189&type=chunk) [PART II – OTHER INFORMATION](index=45&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides other information not covered in the financial statements, including legal proceedings, risk factors, and sales of unregistered equity securities [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) To the company's management's knowledge, there are no pending or threatened legal proceedings against the company or its officers or directors - Company management states there are currently no pending or threatened legal proceedings against the company or any of its officers or directors[192](index=192&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to include risk factors in this report but reiterates no material changes since the last report and highlights new risks from military conflicts and the 1% U.S. federal excise tax - As a smaller reporting company, the company is not required to include risk factors in this report but re-emphasizes that previously disclosed risk factors have not materially changed[193](index=193&type=chunk) - New risk factors include potential military conflicts in Ukraine, the Middle East, or other regions, which could lead to securities volatility or impact the operations or financial condition of potential target companies[194](index=194&type=chunk) - Since 2023, a **1% U.S. federal excise tax** may be imposed on share redemptions under the Inflation Reduction Act of 2022, potentially reducing the cash available for business combinations[195](index=195&type=chunk)[196](index=196&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds during this reporting period - No unregistered sales of equity securities or use of proceeds occurred during this reporting period[197](index=197&type=chunk) [Item 3. Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during this reporting period - No defaults upon senior securities occurred during this reporting period[198](index=198&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[199](index=199&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) There is no other information requiring disclosure during this reporting period - No other information is reported during this period[200](index=200&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of or incorporated by reference into this report, including executive certifications and XBRL data files - Exhibits include certifications from the Chief Executive Officer and Chief Financial Officer, along with Inline XBRL instance and taxonomy extension files[201](index=201&type=chunk)[202](index=202&type=chunk) [PART III](index=48&type=section&id=PART%20III) This section contains the signatures of the company's authorized officers, certifying the accuracy and completeness of the report [SIGNATURES](index=48&type=section&id=SIGNATURES) This report was duly signed by Relativity Acquisition Corp.'s Chief Executive Officer Tarek Tabsh and Chief Financial Officer Steven Berg on May 15, 2025 - The report was signed by Chief Executive Officer Tarek Tabsh and Chief Financial Officer Steven Berg on **May 15, 2025**[205](index=205&type=chunk)[207](index=207&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to_________ Commission file number: 001-41283 RELATIVITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 86-3244927 ...

Financial Performance - As of September 30, 2024, the company reported a net income of $242,417, primarily from a gain of $249,985 from the extinguishment of a promissory note[160]. - For the nine months ended September 30, 2024, the company experienced a net loss of $196,776, with formation and operating costs amounting to $627,354[161]. - The company has incurred a working capital deficit, raising substantial doubt about its ability to continue as a going concern[176]. Trust Account and Fund Management - Approximately $146 million (approximately $10.29 per Public Share) was removed from the Trust Account due to stockholder redemptions following the 2022 Special Meeting[168]. - Following the 2024 Special Meeting, approximately $1.02 million (approximately $11.32 per Public Share) was redeemed from the Trust Account, leaving approximately $715,760.63 remaining[147]. - As of September 30, 2024, the Company had $760,000 remaining in its Trust Account after redeeming approximately $7,530 for 753 Public Shares[184]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[170]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[159]. - The Company has until February 15, 2026, to complete its proposed Business Combination, or it will face mandatory liquidation[179]. - The SVES Business Combination was mutually terminated on May 15, 2024, leading to the extinguishment of the Second Extension Promissory Note[155]. - The Company has determined that it may need to raise additional funds to meet operating expenditures and complete its Business Combination[175]. Promissory Notes and Fees - The Company entered into a promissory note with Instinct Bio Technical Company for up to $400,000, of which $175,000 has been funded[186]. - The Company issued a Second Extension Promissory Note for up to $42,498 to SVES LLC, with monthly deposits of $3,541.50 into the Trust Account until February 15, 2025[148]. - The Company has issued a non-interest bearing promissory note for $300,000 to SVES LLC, which became null and void due to the termination of the SVES Business Combination[173]. - The Company will pay A.G.P. a fee of $5,031,250 upon the consummation of the initial Business Combination, which is 3.5% of the gross proceeds of the Initial Public Offering[178]. Accounting and Reporting - The Company is currently evaluating the impact of recent accounting standards updates on its financial statements and disclosures[196][197]. - The Company adopted ASU 2020-06 effective April 13, 2021, which simplifies accounting for certain financial instruments, but it did not impact the condensed consolidated financial statements[198]. - The Company adopted ASU 2016-13 on January 1, 2023, which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, with no material impact on the financial statements[199]. - As of September 30, 2024, and December 31, 2023, the Company had no off-balance sheet arrangements[201]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[203].

Financial Performance - As of June 30, 2024, the company reported a net loss of $202,398 for the three months ended, with formation and operating costs of $119,048 and a change in the fair value of warrant liability of $176,964[162]. - For the six months ended June 30, 2024, the company had a net loss of $439,194, which included formation and operating costs of $526,792 and a provision for income taxes of $27,369[163]. - The company incurred $30,000 and $60,000 in administrative service fees for the three and six months ended June 30, 2024, and 2023, respectively[178]. Initial Public Offering - The company generated gross proceeds of $143,750,000 from its Initial Public Offering of 14,375,000 Units at $10.00 per Unit[168]. - A.G.P. will receive a fee of 3.5% of the gross proceeds from the Initial Public Offering, totaling $5,031,250, upon the consummation of the initial Business Combination[179]. Trust Account and Redemptions - Following the Initial Public Offering, approximately $146 million (approximately $10.29 per Public Share) was removed from the Trust Account due to stockholder redemptions[171]. - Approximately $1.02 million (approximately $11.32 per Public Share) was redeemed from the Trust Account by stockholders in connection with the Second Extension[150]. - The company had approximately $715,760.63 remaining in the Trust Account after the redemptions related to the Second Extension[150]. - Stockholders redeemed 753 Public Shares for approximately $7,530, resulting in about $760,000 remaining in the Trust Account[184]. Business Combination - The SVES Business Combination was mutually terminated on May 15, 2024, after multiple amendments to the agreement[158]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[173]. - The company has until February 15, 2025, to complete the proposed Business Combination, or it will face mandatory liquidation and dissolution[180]. Liquidity and Financing - As of June 30, 2024, the company had a working capital deficit of $2,060,084 and only $342 in its operating bank account[168]. - The company raised substantial doubt about its ability to continue as a going concern due to liquidity conditions and mandatory liquidation risks[177]. - The company may need additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient[176]. Notes and Accounting - The company issued a Second Extension Promissory Note for up to $42,498 to SVES LLC, with monthly deposits of $3,541.50 into the Trust Account until February 15, 2025[151]. - The company issued a non-interest bearing promissory note of $300,000 to SVES LLC for working capital, with $98,588 funded as of June 30, 2024, and $201,412 available for withdrawal[175]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[197]. - As of June 30, 2024, the company had no off-balance sheet arrangements[199]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[185].

Financial Performance - As of March 31, 2024, the company reported a net loss of $236,796, which includes a provision for income taxes of $2,963 and formation and operating costs of $407,744[153]. - The company had a working capital deficit of $2,019,676 as of March 31, 2024, with only $524 in its operating bank account[156]. - The Company incurred $30,000 in administrative service fees for the three months ended March 31, 2024 and 2023[167]. Initial Public Offering - The company generated gross proceeds of $143,750,000 from its Initial Public Offering of 14,375,000 Units at $10.00 per Unit[156]. - Following the Initial Public Offering, approximately $146 million (approximately $10.29 per Public Share) was removed from the Trust Account due to stockholder redemptions[159]. Trust Account and Redemptions - The company had approximately $728,786 remaining in the Trust Account as of March 31, 2024[159]. - Approximately $1.02 million (approximately $11.32 per Public Share) was redeemed from the Trust Account by stockholders on February 13, 2024[141]. - Following a redemption event, approximately $1.02 million was removed from the Trust Account, leaving approximately $720,000 remaining[185]. Business Combination - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[152]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[161]. - The Company needs to raise additional funds to meet operational expenditures and may require financing to complete a Business Combination or redeem Public Shares[165]. - If a Business Combination is not completed by February 15, 2025, the Company will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern[169]. - The Company extended the deadline for consummating a Business Combination from February 15, 2024, to February 15, 2025[185]. - The SVES Business Combination was mutually terminated on May 15, 2024, leading to the extinguishment of the Second Extension Promissory Note[144]. Financial Instruments and Accounting - Management has determined that the fair value of derivative financial instruments is a significant accounting estimate that could differ from actual results[177]. - The Company has not had any off-balance sheet arrangements as of March 31, 2024, and December 31, 2023[189]. Advisory Fees - A.G.P. will receive a fee of $5,031,250 for advisory services related to the Business Combination, payable upon consummation[168]. Stock Redemption - As of March 31, 2024, 63,241 shares of Class A Common Stock were subject to possible redemption, valued as temporary equity[183]. Financing Arrangements - The company issued a Second Extension Promissory Note for up to $42,498 to SVES LLC, with monthly deposits of $3,541.50 into the Trust Account until February 15, 2025[142]. Company Classification - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[174].

IPO and Trust Account - The company completed its Initial Public Offering on February 15, 2022, selling 14,375,000 Units at a price of $10.00 per Unit, generating gross proceeds of $143,750,000[20]. - A total of $146,625,000 was placed in the Trust Account, which includes $143,750,000 from the Initial Public Offering and $2,875,000 from the Private Placement[22]. - The Trust Account is managed by Continental, which acts as the trustee[22]. - The Trust Account held approximately $11.41 per Public Share as of December 31, 2023[77]. - The company has approximately $7,131 held outside the Trust Account as of December 31, 2023, to cover costs associated with potential claims and liquidation expenses[102]. - The anticipated per-share redemption amount upon dissolution is approximately $11.41 as of December 31, 2023, but this amount may be reduced due to creditor claims[98]. - The Trust Account may be subject to claims from creditors if a bankruptcy petition is filed, which could impact the ability to return $10.20 per share to Public Stockholders[107]. Business Combination Strategy - The company has until February 15, 2025, to consummate the proposed Business Combination, with the possibility of extensions[1]. - The company seeks to acquire a target with an enterprise value of approximately $500 million to $1 billion, focusing on fast-growing markets and strong revenue drivers[38]. - The business strategy includes leveraging the Management Team's networks to identify acquisition opportunities in various industries, including cannabis, health & wellness, and technology[34][35]. - The company has actively explored Business Combination targets in various industries, including legalized cannabis, consumer packaged goods, health & wellness, technology, and pharmaceuticals[19]. - The company has conducted thorough due diligence reviews for prospective Business Combinations, including historical data analysis and management meetings[44]. - The company must complete a Business Combination with an aggregate fair market value of at least 80% of the Trust Account assets at the time of signing a definitive agreement[42]. - The company intends to complete its initial Business Combination with a target business that has an aggregate fair market value of at least 80% of the assets held in the Trust Account[61]. - The Management Team will evaluate future cash flow potential and industry valuation metrics to determine the intrinsic value of potential Business Combination targets[45]. - The company has not secured third-party financing for its initial Business Combination, which may affect its ability to complete the transaction[54]. - A.G.P. provides significant support with its extensive network and transaction experience, enhancing the company's ability to identify potential Business Combination opportunities[45]. - The company may seek follow-on strategic acquisitions to further grow stockholder value and evaluate non-core asset sales for financial flexibility[45]. Financial Performance and Risks - The company has not provided specific financial performance metrics in the available content[1]. - The company has faced risks related to the ability to complete its initial Business Combination and potential conflicts of interest among its officers and directors[1]. - The company has focused its search for an initial Business Combination in a single industry, which may expose it to risks associated with lack of diversification[67]. - The company may not have the ability to recruit additional managers with the necessary skills to enhance the incumbent Management of the target business[70]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[109]. Stockholder Rights and Redemption - The company will provide Public Stockholders the opportunity to redeem shares at a price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[77]. - Stockholder approval is required for direct Business Combinations where the company does not survive and for transactions involving more than 20% of outstanding Common Stock[78]. - The company anticipates that stockholder approval will be required for its initial Business Combination if it issues shares equal to or exceeding 20% of the outstanding Class A Common Stock[72]. - Initial Stockholders, officers, and directors have agreed to waive their redemption rights for shares held in connection with the initial Business Combination[77]. - The company will only redeem its Public Shares if net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination[85]. - Public Stockholders must tender their certificates or deliver shares electronically to exercise redemption rights, with a nominal cost of approximately $100.00 for the tendering process[86][88]. - The company will conduct redemptions either through a stockholder meeting or a tender offer, based on various factors including timing and legal requirements[78]. - The company will not complete its initial Business Combination until the expiration of the tender offer period if redemptions are conducted under the tender offer rules[81]. - The company intends to redeem Public Shares promptly after the end of the Combination Period, with a per-share price equal to the aggregate amount in the Trust Account, potentially affecting stockholder rights[104]. - If the initial Business Combination is not completed, the company will cease operations, redeem Public Shares, and liquidate within ten business days[93]. - Initial Stockholders and officers have waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[94]. - The company will not redeem Public Shares if it cannot satisfy the net tangible asset requirement after any optional redemption[96]. - There is no guarantee that third parties will waive claims against the Trust Account, which could affect the funds available for Public Stockholders[99][100]. - The company expects to distribute funds to redeeming Public Stockholders promptly after the completion of the initial Business Combination[90]. Regulatory and Compliance - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[113]. - The company plans to file another Registration Statement on Form 8-A with the SEC to voluntarily register its securities under Section 12 of the Exchange Act[114]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[115]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion[117]. - The company is classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[118]. - The company has no off-balance sheet arrangements as of December 31, 2023, and 2022[186]. Management and Operations - The company does not intend to have full-time employees prior to completing its initial Business Combination[110]. - The company has the option for two Funded Extension Periods, allowing for a total of up to 24 months to complete a Business Combination[32]. - The current outstanding shares include 4,310,741 shares of Class A Common Stock and one share of Class B Common Stock, with 63,241 Public Shares remaining[34]. - The typical Initial Public Offering process is significantly longer and more expensive than the Business Combination process, making the latter a more attractive option for target businesses[51]. - The company is not prohibited from pursuing an initial Business Combination with an affiliated company, provided an independent opinion on fairness is obtained[47]. - The company’s Sponsor and Initial Stockholders hold approximately 96.52% of the voting power of the outstanding Common Stock, facilitating the approval of the initial Business Combination[84].

Financial Performance - As of September 30, 2023, the company reported a net loss of $648,782 for the three months ended, primarily due to formation and operating costs of $667,382[137] - For the nine months ended September 30, 2023, the company had a net loss of $2,314,982, which included formation and operating costs of $2,109,560[138] - The company had a working capital deficit of $1,418,132 as of September 30, 2023, with only $25,939 in its operating bank account[141] - The company has a working capital deficit that raises substantial doubt about its ability to continue as a going concern if a business combination is not completed within the Combination Period[149] Initial Public Offering - The initial public offering generated gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit[141] - Following the initial public offering, approximately $146 million was removed from the trust account due to stockholder redemptions, leaving about $1,723,615 in the trust account as of September 30, 2023[144] Business Combination - The company entered into a Business Combination Agreement with SVES, with an aggregate consideration of $632,000,000 to be paid in common stock valued at $10.00 per share[129] - The company intends to use substantially all funds in the trust account to complete its initial business combination[146] - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[136] Stockholder Activity - Following the Special Meeting on December 21, 2022, stockholders redeemed 14,221,705 shares of Class A common stock for approximately $10.29 per public share, resulting in 4,400,794 shares outstanding as of September 30, 2023[160] - As of September 30, 2023, there are 153,295 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[159] Compliance and Regulations - The company has received a determination letter from Nasdaq indicating non-compliance with listing requirements, including a minimum market value of $50 million[130] - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[151] - The company has not opted out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[152] Financial Instruments and Valuation - The fair value of derivative financial instruments is subject to significant estimates and assumptions, which could lead to material differences in reported values[157] - The valuation of public and private placement warrants is based on market conditions and assumptions related to stock-price volatility and interest rates[156] Risks and Uncertainties - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete a business combination[164] - The company has no off-balance sheet arrangements as of September 30, 2023[163] - The company adopted ASU 2020-06 effective April 13, 2021, which did not impact its financial statements[161]

Financial Performance - The company reported a net loss of $364,438 for the three months ended June 30, 2023, primarily due to formation and operating costs of $381,123[138]. - For the six months ended June 30, 2023, the company had a net loss of $1,666,201, which included formation and operating costs of $1,442,178[139]. - As of June 30, 2023, the company had $146,323 in its operating bank account and a working capital deficit of $745,719[142]. Initial Public Offering - The company raised gross proceeds of $143,750,000 from its initial public offering of 14,375,000 units at $10.00 per unit[142]. - Following the initial public offering, approximately $146 million was removed from the trust account to pay stockholders who redeemed their shares[145]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[147]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[137]. - The company has determined that if it cannot complete a business combination within the Combination Period, it will cease operations and liquidate[150]. Compliance and Regulations - The company has received a determination letter from Nasdaq indicating non-compliance with continued listing requirements, including a minimum market value of $50 million[131]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, including auditor attestation and reduced disclosure obligations[151]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[167]. Stock and Equity - As of June 30, 2023, there are 153,295 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[160]. - Following the redemption event on December 21, 2022, stockholders redeemed 14,221,705 shares of Class A common stock for approximately $10.29 per share, resulting in 4,400,794 shares outstanding as of June 30, 2023[161]. Accounting and Financial Reporting - The company has not adopted the extended transition period for new financial accounting standards, allowing it to align with private companies' adoption timelines[152]. - The valuation of public warrants is based on a traded market, while private placement warrants are valued using a Monte Carlo options pricing model[156]. - The company has identified the fair value of derivative financial instruments as a critical accounting estimate, which may change significantly based on stock price volatility[155]. - The adoption of ASU 2020-06, effective April 13, 2021, did not impact the company's financial statements[162]. - The company has no off-balance sheet arrangements as of June 30, 2023[165]. Risks and Challenges - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[166].

Financial Performance - The company reported a net loss of $1,301,763 for the three months ended March 31, 2023, compared to a net income of $1,389,668 for the same period in 2022[124][125]. - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[123]. Financial Position - As of March 31, 2023, the company had $772,410 in its operating bank account and working capital of $52,708, excluding franchise and income tax payable[126]. - As of March 31, 2023, 153,295 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity[145]. - Following the redemptions, there were 153,295 public shares outstanding and a total of 807,045 shares of Class A common stock outstanding as of March 31, 2023[146]. - The company does not have any off-balance sheet arrangements as of March 31, 2023[150]. Initial Public Offering - The company generated gross proceeds of $143,750,000 from its initial public offering of 14,375,000 units at $10.00 per unit[126]. - A total of $146,625,000 from the net proceeds of the initial public offering was placed in a trust account, with approximately $146 million redeemed by stockholders[130]. Business Combination - The company entered into a Business Combination Agreement with SVES, with an aggregate consideration of $632,000,000 to be paid in common stock valued at $10.00 per share[118]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[132]. - The company may need to obtain additional financing to complete its business combination or due to significant public share redemptions[134]. - The company has determined that if it cannot complete a business combination within the Combination Period, it will cease operations and redeem public shares[135]. Compliance and Risks - The company had a hearing before the Nasdaq Hearings Panel on March 2, 2023, to appeal a delisting determination due to non-compliance with Nasdaq listing requirements[120]. - Various factors such as economic downturns, inflation, and geopolitical instability may adversely affect the company's results of operations[151]. Accounting Standards - The adoption of ASU 2020-06 effective April 13, 2021, did not have an impact on the financial statements[147].