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 March 31, 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) (State or other jurisdiction of incorporatio ...

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].

IPO and Initial Funding - The company completed its initial public offering on February 15, 2022, raising gross proceeds of $143,750,000 from the sale of 14,375,000 units at a price of $10.00 per unit[21]. - A total of $146,625,000 was placed in the trust account, which includes $143,750,000 from the IPO and $2,875,000 from the private placement units[23]. - As of December 31, 2022, the company had approximately $1,671,810 available for an initial business combination, before fees and expenses[71]. - The total amount held outside the trust account is approximately $1,171,493, which may be used for costs associated with dissolution if the business combination fails[125]. - The company has access to up to $1,565,000 from the proceeds of its initial public offering to cover potential claims and expenses[131]. Business Combination Agreement - The company entered into a Business Combination Agreement on February 13, 2023, with an aggregate consideration of $632,000,000 to be paid in common stock of Pubco valued at $10.00 per share[28]. - The SVES Business Combination is anticipated to close in the third quarter of 2023[27]. - The Business Combination Agreement requires the approval of shareholders for the SVES Business Combination[34]. - The Company must have net tangible assets of at least $5,000,001 upon Closing after giving effect to the Redemption[37]. - The Business Combination Agreement includes customary covenants during the Interim Period, including no insider trading and continued operation of businesses in the ordinary course[31]. Management and Strategy - The management team is led by CEO Tarek K. Tabsh and CFO Steven Berg, responsible for completing the initial business combination during the Combination Period[24]. - The company aims to enhance stockholder value through corporate strategies and initiatives post-business combination[58]. - The company has developed a broad network of contacts to identify potential acquisition opportunities[46]. - The company focuses its search for an initial business combination in a single industry, which may limit diversification and increase risk[85]. - The management team conducts thorough due diligence, including historical data review and discussions with customers and suppliers, for prospective business combinations[56]. Target Business and Acquisition - SVES, founded in 2017, operates a differentiated business model that enhances retail supply chain efficiency by monetizing overstocked items[26]. - The company seeks to acquire a company with an enterprise value of approximately $500 million to $1 billion[50]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[53]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and professionals, as well as the company's network of contacts[76]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[80]. Financial Conditions and Risks - The fair market value of the company's equity ranges from $705 million to $782.3 million, exceeding the consideration paid in connection with the business combination[52]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[52]. - The company may incur costs related to identifying and evaluating prospective target businesses, which could reduce available funds for future business combinations[83]. - There is no guarantee that third parties will waive claims against the trust account, which could affect the funds available for stockholder distributions[128]. - In the event of bankruptcy, the trust account proceeds may be subject to claims from third parties, potentially affecting the ability to return $10.20 per share to public stockholders[136]. Shareholder Matters - Stockholder approval is required for certain types of transactions, including business combinations with a target[88]. - The initial stockholders' shareholdings constitute approximately 56.82% of the voting power, making it likely to approve the initial business combination[110]. - The company may engage in private purchases of shares or public warrants to increase the likelihood of obtaining stockholder approval for the initial business combination[94]. - The company will conduct redemptions either through a stockholder meeting or a tender offer, depending on the circumstances[100]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 after redemption[111]. Regulatory and Compliance - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[141]. - Financial statements of prospective target businesses must comply with U.S. GAAP or IFRS, which may limit the pool of potential targets[142]. - The company is subject to the Sarbanes-Oxley Act regarding internal control procedures, which may increase time and costs for business combinations[143]. - The company will file tender offer documents with the SEC prior to completing the initial business combination, containing required financial information[102]. - The company will not proceed with any amendments to its certificate of incorporation without providing public stockholders the opportunity to redeem their shares[123].